Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2023 | |
Document Information [Line Items] | |
Amendment Description | AMENDMENT NO. 1 |
Document Type | S-1/A |
Entity Registrant Name | TRULEUM, INC |
Entity Incorporation, State or Country Code | CO |
Entity Tax Identification Number | 90-1020566 |
Entity Address, Address Line One | 14143 Denver West Parkway |
Entity Address, City or Town | Golden |
Entity Address, State or Province | CO |
Entity Address, Postal Zip Code | 80401 |
City Area Code | 800 |
Local Phone Number | 819-0604 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0000855787 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q1 |
Amendment Flag | true |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 16,469 | $ 95,362 |
Joint interest billing receivable | 30,742 | 31,492 |
Prepaid assets and other current assets | 94,221 | 81,690 |
Total current assets | 141,432 | 208,544 |
Noncurrent assets: | ||
Property and equipment, net | 81,913 | 88,020 |
Oil and gas property, proved and unproved, full cost | 1,542,814 | 1,460,674 |
Total noncurrent assets | 1,624,727 | 1,548,694 |
Total assets | 1,766,159 | 1,757,238 |
Current liabilities: | ||
Accounts payable and accrued expenses | 334,657 | |
Interest payable - related parties | 45,779 | 22,183 |
Convertible note payable | 1,210,000 | 1,210,000 |
Total current liabilities | 2,276,255 | 1,895,215 |
Asset retirement obligation | 918 | 918 |
Total liabilities | 3,502,605 | 3,095,862 |
Commitments and Contingencies | ||
Stockholders' deficit: | ||
Series A convertible preferred stock, $0.001 par value, 2,000,000 shares authorized and 0 shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 65,000,000 shares authorized and 21,653,326 shares issued and outstanding | 21,653 | 21,653 |
Additional paid-in capital | 5,793,830 | 5,731,830 |
Accumulated deficit | (7,551,929) | (7,092,107) |
Total stockholders' deficit | (1,736,446) | (1,338,624) |
Total liabilities and stockholders' deficit | 1,766,159 | 1,757,238 |
Secured Senior Secured Convertible Note [Member] | ||
Current liabilities: | ||
Senior secured convertible notes payable, related party, net of discount of $120,231 | 1,225,432 | 1,199,729 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Accounts payable and accrued expenses | 666,216 | 334,657 |
Related Party [Member] | ||
Current liabilities: | ||
Accounts payable and accrued expenses | $ 354,260 | $ 328,375 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) | Mar. 31, 2023 USD ($) $ / shares shares |
Preferred Stock, Shares Authorized (in shares) | 10,000,000 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 |
Preferred Stock, Shares Authorized (in shares) | 10,000,000 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 |
Common Stock, Shares Authorized (in shares) | 65,000,000 |
Common Stock, Shares, Issued (in shares) | 21,653,326 |
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 21,653,326 |
Series A Preferred Stock [Member] | |
Preferred Stock, Shares Authorized (in shares) | 2,000,000 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 |
Preferred Stock, Shares Authorized (in shares) | 2,000,000 |
Preferred Stock, Shares Issued (in shares) | 0 |
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 0 |
Senior Secured Note Purchase Agreement [Member] | |
Debt Instrument, Unamortized Discount, Noncurrent | $ | $ 94,528 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Oil and gas sales | $ 71,716 | $ 0 |
Lease operating expenses | 179,441 | 1,876 |
Gross loss | (107,725) | (1,876) |
Operating expenses: | ||
Professional services | 110,483 | 148,688 |
Board of director fees | 36,000 | 48,000 |
General and administrative | 151,530 | 149,330 |
Total operating expenses | 298,013 | 346,018 |
Loss from operations | (405,738) | (347,894) |
Other income (expense): | ||
Other income | 1,139 | 0 |
Interest expense | (55,223) | (25,486) |
Gain (loss) on change in fair value of derivative liabilities | 0 | (2,758) |
Total other income (expense) | (54,084) | (28,244) |
Net loss | $ (459,822) | $ (376,138) |
Loss per share: | ||
Basic (in dollars per share) | $ (0.02) | $ (0.02) |
Diluted (in dollars per share) | $ (0.02) | $ (0.02) |
Weighted average shares outstanding: | ||
Basic (in shares) | 21,653,326 | 18,824,106 |
Diluted (in shares) | 21,653,326 | 19,256,426 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, December 31, 2020 (in shares) at Dec. 31, 2020 | 18,145,428 | |||
Balance, December 31, 2020 at Dec. 31, 2020 | $ 18,145 | $ 2,061,635 | $ (4,301,180) | $ (2,221,400) |
Net loss | $ 0 | 0 | (1,070,738) | (1,070,738) |
Balance, December 31, 2021 (in shares) at Dec. 31, 2021 | 18,824,106 | |||
Balance, December 31, 2021 at Dec. 31, 2021 | $ 18,824 | 2,739,634 | (5,371,918) | (2,613,460) |
Stock-based compensation | 0 | 63,000 | 0 | 63,000 |
Net loss | $ 0 | 0 | (376,138) | (376,138) |
Balance, December 31, 2021 (in shares) at Mar. 31, 2022 | 18,824,106 | |||
Balance, December 31, 2021 at Mar. 31, 2022 | $ 18,824 | 2,802,634 | (5,748,056) | (2,926,598) |
Balance, December 31, 2020 (in shares) at Dec. 31, 2021 | 18,824,106 | |||
Balance, December 31, 2020 at Dec. 31, 2021 | $ 18,824 | 2,739,634 | (5,371,918) | (2,613,460) |
Net loss | (1,720,189) | |||
Balance, December 31, 2021 (in shares) at Dec. 31, 2022 | 21,653,326 | |||
Balance, December 31, 2021 at Dec. 31, 2022 | $ 21,653 | 5,731,830 | (7,092,107) | (1,338,624) |
Stock-based compensation | 0 | 62,000 | 0 | 62,000 |
Net loss | $ 0 | 0 | (459,822) | (459,822) |
Balance, December 31, 2021 (in shares) at Mar. 31, 2023 | 21,653,326 | |||
Balance, December 31, 2021 at Mar. 31, 2023 | $ 21,653 | $ 5,793,830 | $ (7,551,929) | $ (1,736,446) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (459,822) | $ (376,138) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 62,000 | 63,000 |
Depreciation expense | 6,107 | 0 |
Amortization of debt discount | 25,703 | 10,826 |
(Gain) loss on change in fair value of derivative liabilities | 0 | 2,758 |
Changes in operating assets and liabilities: | ||
Joint interest billing receivable | (750) | 0 |
Prepaid expenses and other current assets | (12,531) | (1,250) |
Accounts payable | 331,559 | (18,788) |
Accounts payable-related party | 25,885 | (1,336) |
Interest payable | 23,596 | 14,660 |
Net cash used in operating activities | 3,247 | (306,268) |
Cash flows from investing activities: | ||
Acquisition of oil and gas property | 82,140 | 507,814 |
Net cash used in investing activities | (82,140) | (507,814) |
Cash flows from financing activities: | ||
Proceeds from advances, related parties | 0 | 110,235 |
Proceeds from senior secured convertible notes payable, related party | 0 | 499,996 |
Proceeds from unexecuted subscription agreements | 0 | 1,281,600 |
Net cash provided by financing activities | 0 | 1,891,831 |
Net change in cash and cash equivalents | (78,893) | 1,077,749 |
Cash and cash equivalents, at beginning of period | 95,362 | 217 |
Cash and cash equivalents, at end of period | 16,469 | 1,077,966 |
Cash and cash equivalents, at end of period | 16,469 | 1,077,966 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Debt discount on senior secured convertible notes payable – related party and convertible credit line payable – related party | 0 | 208,476 |
Related Party Advances and Promissory Note Converted into 7.25% Note [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Advances and other liabilities converted to senior secured convertible notes payable, related party | $ 0 | $ 819,963 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 16,469 | $ 95,362 | $ 217 |
Joint interest billing receivable | 30,742 | 31,492 | 0 |
Prepaid assets and other current assets | 94,221 | 81,690 | 23,750 |
Total current assets | 141,432 | 208,544 | 23,967 |
Noncurrent assets: | |||
Property and equipment, net | 81,913 | 88,020 | 0 |
Oil and gas property, proved and unproved, full cost | 1,542,814 | 1,460,674 | 145,791 |
Total noncurrent assets | 1,624,727 | 1,548,694 | 145,791 |
Total assets | 1,766,159 | 1,757,238 | 169,758 |
Current liabilities: | |||
Accounts payable and accrued expenses | 334,657 | 270,250 | |
Accounts payable and accrued expenses - related parties | 228,668 | ||
Interest payable - related parties | 45,779 | 22,183 | 77,563 |
Advances from related parties | 628,550 | ||
Note payable - related party | 65,000 | ||
Derivative liability | 0 | 145,041 | |
Convertible note payable | 1,210,000 | 1,210,000 | 1,210,000 |
Total current liabilities | 2,276,255 | 1,895,215 | 2,625,072 |
Asset retirement obligation | 918 | 918 | 918 |
Total liabilities | 3,502,605 | 3,095,862 | 2,783,218 |
Commitments and Contingencies | |||
Stockholders' deficit: | |||
Series A convertible preferred stock, $0.001 par value, 2,000,000 shares authorized and 0 shares issued and outstanding | 0 | 0 | 0 |
Common stock, $0.001 par value, 65,000,000 shares authorized and 21,653,326 shares issued and outstanding | 21,653 | 21,653 | 18,824 |
Additional paid-in capital | 5,793,830 | 5,731,830 | 2,739,634 |
Accumulated deficit | (7,551,929) | (7,092,107) | (5,371,918) |
Total stockholders' deficit | (1,736,446) | (1,338,624) | (2,613,460) |
Total liabilities and stockholders' deficit | 1,766,159 | 1,757,238 | 169,758 |
Convertible Credit Line Payable, Related Party [Member] | |||
Current liabilities: | |||
Senior secured convertible notes payable, related party, net of discount of $120,231 | 157,228 | ||
Secured Senior Secured Convertible Note [Member] | |||
Current liabilities: | |||
Senior secured convertible notes payable, related party, net of discount of $120,231 | $ 1,225,432 | 1,199,729 | $ 0 |
Previously Reported [Member] | |||
Current assets: | |||
Cash and cash equivalents | 95,362 | ||
Joint interest billing receivable | 31,492 | ||
Prepaid assets and other current assets | 81,690 | ||
Total current assets | 208,544 | ||
Noncurrent assets: | |||
Property and equipment, net | 68,378 | ||
Oil and gas property, proved and unproved, full cost | 1,460,674 | ||
Total noncurrent assets | 1,529,052 | ||
Total assets | 1,737,596 | ||
Current liabilities: | |||
Accounts payable and accrued expenses | 302,266 | ||
Accounts payable and accrued expenses - related parties | 203,484 | ||
Interest payable - related parties | 22,183 | ||
Advances from related parties | 0 | ||
Note payable - related party | 0 | ||
Derivative liability | 0 | ||
Convertible note payable | 1,210,000 | ||
Total current liabilities | 1,737,933 | ||
Asset retirement obligation | 918 | ||
Total liabilities | 2,938,580 | ||
Stockholders' deficit: | |||
Series A convertible preferred stock, $0.001 par value, 2,000,000 shares authorized and 0 shares issued and outstanding | 0 | ||
Common stock, $0.001 par value, 65,000,000 shares authorized and 21,653,326 shares issued and outstanding | 21,653 | ||
Additional paid-in capital | 5,731,830 | ||
Accumulated deficit | (6,954,467) | ||
Total stockholders' deficit | (1,200,984) | ||
Total liabilities and stockholders' deficit | 1,737,596 | ||
Previously Reported [Member] | Convertible Credit Line Payable, Related Party [Member] | |||
Current liabilities: | |||
Senior secured convertible notes payable, related party, net of discount of $120,231 | 0 | ||
Previously Reported [Member] | Secured Senior Secured Convertible Note [Member] | |||
Current liabilities: | |||
Senior secured convertible notes payable, related party, net of discount of $120,231 | $ 1,199,729 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
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) | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized (in shares) | 65,000,000 | 65,000,000 | 65,000,000 |
Common Stock, Shares, Issued (in shares) | 21,653,326 | 21,653,326 | 18,824,106 |
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 21,653,326 | 21,653,326 | 18,824,106 |
Series A Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized (in shares) | 2,000,000 | 2,000,000 | 2,000,000 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized (in shares) | 2,000,000 | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 | 0 |
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 0 | 0 | 0 |
Convertible Credit Line Payable, Related Party [Member] | |||
Debt Instrument, Unamortized Discount, Noncurrent | $ 11,100 | ||
Secured Senior Secured Convertible Note [Member] | |||
Debt Instrument, Unamortized Discount, Noncurrent | $ 94,528 | ||
Secured Senior Secured Convertible Note [Member] | Previously Reported [Member] | |||
Debt Instrument, Unamortized Discount, Noncurrent | $ 120,231 |
Consolidated Statements of Op_2
Consolidated Statements of Operations | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Oil and gas sales | $ 198,444 |
Gross loss | (375,326) |
Operating expenses: | |
General and administrative | 728,733 |
Loss from operations | (1,667,824) |
Other income (expense): | |
Net loss | $ (1,720,189) |
Loss per share: | |
Basic (in dollars per share) | $ / shares | $ (0.09) |
Previously Reported [Member] | |
Oil and gas sales | $ 270,627 |
Lease operating expenses | 573,770 |
Gross loss | (303,143) |
Operating expenses: | |
Professional services | 407,765 |
Board of director fees | 156,000 |
General and administrative | 692,937 |
Gain on settlement of accounts payable | 0 |
Total operating expenses | 1,256,702 |
Loss from operations | (1,559,845) |
Other income (expense): | |
Interest expense | (194,416) |
Gain (loss) on change in fair value of derivative liabilities | 171,712 |
Total other income (expense) | (22,704) |
Net loss | $ (1,582,549) |
Loss per share: | |
Basic (in dollars per share) | $ / shares | $ (0.08) |
Diluted (in dollars per share) | $ / shares | $ (0.08) |
Weighted average shares outstanding: | |
Basic (in shares) | shares | 19,802,657 |
Diluted (in shares) | shares | 19,802,657 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] Previously Reported [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] Previously Reported [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] Previously Reported [Member] | Retained Earnings [Member] | Previously Reported [Member] | Total |
Balance, December 31, 2020 (in shares) at Dec. 31, 2020 | 18,145,428 | |||||||
Balance, December 31, 2020 at Dec. 31, 2020 | $ 18,145 | $ 2,061,635 | $ (4,301,180) | $ (2,221,400) | ||||
Stock issued for cash (in shares) | 5,000 | 5,000 | ||||||
Stock issued for cash | $ 5 | 4,995 | 0 | $ 5,000 | ||||
Stock issued for settlement of liabilities (in shares) | 451,678 | |||||||
Stock issued for settlement of liabilities | $ 452 | 451,226 | 0 | 451,678 | ||||
Stock-based compensation (in shares) | 222,000 | |||||||
Stock-based compensation | $ 222 | 221,778 | 0 | 222,000 | ||||
Net loss | $ 0 | 0 | (1,070,738) | (1,070,738) | ||||
Balance, December 31, 2021 (in shares) at Dec. 31, 2021 | 18,824,106 | |||||||
Balance, December 31, 2021 at Dec. 31, 2021 | $ 18,824 | 2,739,634 | (5,371,918) | (2,613,460) | ||||
Net loss | $ 0 | 0 | (376,138) | (376,138) | ||||
Balance, December 31, 2021 (in shares) at Mar. 31, 2022 | 18,824,106 | |||||||
Balance, December 31, 2021 at Mar. 31, 2022 | $ 18,824 | 2,802,634 | (5,748,056) | (2,926,598) | ||||
Balance, December 31, 2020 (in shares) at Dec. 31, 2021 | 18,824,106 | |||||||
Balance, December 31, 2020 at Dec. 31, 2021 | $ 18,824 | 2,739,634 | (5,371,918) | $ (2,613,460) | ||||
Stock issued for cash (in shares) | 2,504,500 | 2,504,500 | ||||||
Stock issued for cash | $ 2,504 | $ 2,501,996 | $ 0 | $ 2,504,500 | $ 2,504,500 | |||
Stock-based compensation (in shares) | 324,720 | |||||||
Stock-based compensation | $ 325 | 308,395 | 0 | 308,720 | ||||
Net loss | 0 | 0 | (1,582,549) | (1,582,549) | (1,720,189) | |||
Extinguishment of derivative liability | $ 0 | 181,805 | 0 | 181,805 | ||||
Balance, December 31, 2021 (in shares) at Dec. 31, 2022 | 21,653,326 | 21,653,326 | ||||||
Balance, December 31, 2021 at Dec. 31, 2022 | $ 21,653 | $ 21,653 | $ 5,731,830 | 5,731,830 | $ (6,954,467) | (7,092,107) | $ (1,200,984) | (1,338,624) |
Net loss | $ 0 | 0 | (459,822) | (459,822) | ||||
Balance, December 31, 2021 (in shares) at Mar. 31, 2023 | 21,653,326 | |||||||
Balance, December 31, 2021 at Mar. 31, 2023 | $ 21,653 | $ 5,793,830 | $ (7,551,929) | $ (1,736,446) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (459,822) | $ (376,138) | $ (1,720,189) | $ (1,070,738) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation expense | 6,107 | 0 | 8,929 | 0 |
Stock-based compensation | 62,000 | 63,000 | 262,000 | |
Bad debt expense | 25,000 | |||
Amortization of debt discount | 25,703 | 10,826 | 7,016 | |
(Gain) loss on change in fair value of derivative liabilities | 0 | 2,758 | 33,310 | |
Gain on settlement of accounts payable | (120,250) | |||
Write off of option contract associated with oil and gas properties | 85,500 | |||
Asset retirement obligation expense | 56 | |||
Default interest added to note payable | 50,000 | |||
Changes in operating assets and liabilities: | ||||
Joint interest billing receivable | (750) | 0 | 0 | |
Prepaid expenses and other current assets | (12,531) | (1,250) | (18,750) | |
Accounts payable | 331,559 | (18,788) | 52,308 | 235,596 |
Accounts payable-related party | 25,885 | (1,336) | 87,423 | 108,100 |
Interest payable | 23,596 | 14,660 | 46,268 | |
Net cash used in operating activities | 3,247 | (306,268) | (1,463,814) | (356,892) |
Cash flows from investing activities: | ||||
Cash paid for purchase of equipment | 0 | |||
Acquisition of oil and gas property | 82,140 | 507,814 | 0 | |
Deposits for purchase of oil and gas properties | (95,791) | |||
Net cash used in investing activities | (82,140) | (507,814) | (95,791) | |
Cash flows from financing activities: | ||||
Proceeds from advances, related parties | 0 | 110,235 | 427,900 | |
Repayment of advances, related parties | 0 | |||
Proceeds from convertible credit line payable - related party | 20,000 | |||
Payments on convertible credit line payable - related party | 0 | |||
Proceeds from senior secured convertible notes payable, related party | 0 | 499,996 | 0 | |
Proceeds from the sale of common stock | 5,000 | |||
Net cash provided by financing activities | 0 | 1,891,831 | 452,900 | |
Net change in cash and cash equivalents | (78,893) | 1,077,749 | 217 | |
Cash and cash equivalents, at beginning of period | 95,362 | 217 | 217 | 0 |
Cash and cash equivalents, at end of period | 16,469 | 1,077,966 | 95,362 | 217 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | 0 | 0 | 27,834 | |
Cash paid for income taxes | 0 | 0 | 0 | |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Expenses paid on behalf of the Company by related party | 24,383 | 19,150 | ||
Oil and gas payments made by related party on behalf of the Company | 65,500 | |||
Debt discount on senior secured convertible notes payable – related party and convertible credit line payable – related party | 0 | 208,476 | 15,362 | |
Extinguishment of derivative liability | 0 | |||
Related Party Advances and Promissory Note Converted into 7.25% Note [Member] | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Advances and other liabilities converted to senior secured convertible notes payable, related party | 0 | 819,963 | 0 | |
Settlement of Liabilities [Member] | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Stock issued for settlement of liabilities | 451,678 | |||
Previously Reported [Member] | ||||
Cash flows from operating activities: | ||||
Net loss | (1,582,549) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation expense | 4,188 | |||
Stock-based compensation | 308,720 | |||
Bad debt expense | 0 | |||
Amortization of debt discount | 99,346 | |||
(Gain) loss on change in fair value of derivative liabilities | (171,712) | |||
Gain on settlement of accounts payable | 0 | |||
Write off of option contract associated with oil and gas properties | 0 | |||
Asset retirement obligation expense | 0 | |||
Default interest added to note payable | 0 | |||
Changes in operating assets and liabilities: | ||||
Joint interest billing receivable | 31,492 | |||
Prepaid expenses and other current assets | (57,940) | |||
Accounts payable | 19,917 | |||
Accounts payable-related party | (13,085) | |||
Interest payable | (39,207) | |||
Net cash used in operating activities | (1,463,814) | |||
Cash flows from investing activities: | ||||
Cash paid for purchase of equipment | 72,566 | |||
Acquisition of oil and gas property | 1,314,883 | |||
Deposits for purchase of oil and gas properties | 0 | |||
Net cash used in investing activities | (1,387,449) | |||
Cash flows from financing activities: | ||||
Proceeds from advances, related parties | 120,236 | |||
Repayment of advances, related parties | 10,000 | |||
Proceeds from convertible credit line payable - related party | 0 | |||
Payments on convertible credit line payable - related party | (168,328) | |||
Proceeds from senior secured convertible notes payable, related party | 500,000 | |||
Proceeds from the sale of common stock | 2,504,500 | |||
Net cash provided by financing activities | 2,946,408 | |||
Net change in cash and cash equivalents | 95,145 | |||
Cash and cash equivalents, at beginning of period | $ 95,362 | $ 217 | 217 | |
Cash and cash equivalents, at end of period | 95,362 | $ 217 | ||
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | 133,826 | |||
Cash paid for income taxes | 0 | |||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Expenses paid on behalf of the Company by related party | 0 | |||
Oil and gas payments made by related party on behalf of the Company | 0 | |||
Debt discount on senior secured convertible notes payable – related party and convertible credit line payable – related party | 208,476 | |||
Extinguishment of derivative liability | 181,805 | |||
Previously Reported [Member] | Related Party Advances and Promissory Note Converted into 7.25% Note [Member] | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Advances and other liabilities converted to senior secured convertible notes payable, related party | 819,956 | |||
Previously Reported [Member] | Settlement of Liabilities [Member] | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Stock issued for settlement of liabilities | $ 0 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Basis of Presentation 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 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 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 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 263,992 shares issuable from the senior secured convertible notes payable and 0 and 168,328 shares issuable from the convertible credit line payable which were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss, respectively. 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 Pr
Note 2 – Correction of Previously Issued Financial Statements | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Error Correction [Text Block] | 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 As Reported Adjustment As Revised Property and equipment, net $ 68,378 $ 19,642 $ 88,020 Total noncurrent assets 1,529,052 19,642 1,548,694 Total assets 1,737,596 19,642 1,757,238 Accounts payable and accrued expenses 302,266 32,391 334,657 Accounts payable and accrued expenses - related parties 203,484 124,891 328,375 Total current liabilities 1,737,933 157,282 1,895,215 Total liabilities 2,938,580 157,282 3,095,862 Accumulated deficit (6,954,467 ) (137,640 ) (7,092,107 ) Total stockholders' deficit $ (1,200,984 ) $ (137,640 ) $ (1,338,624 ) Statement of Operations For the year ended December 31, 2022 As Reported Adjustment As Revised Revenue $ 270,627 $ (72,183 ) $ 198,444 Gross loss (303,143 ) (72,183 ) (375,326 ) General and administrative 692,937 35,796 728,733 Loss from operations (1,559,845 ) (107,979 ) (1,667,824 ) Net loss (1,582,549 ) (137,640 ) (1,720,189 ) Loss per share - basic and diluted $ (0.08 ) (0.01 ) $ (0.09 ) Statement of Cash Flows For the year ended December 31, 2022 As Reported Adjustment As Revised Cash Flows from Operating Activities: Net loss $ (1,582,549 ) (137,640 ) $ (1,720,189 ) Depreciation 4,188 4,741 8,929 Accounts payable and accrued expenses 19,917 32,391 52,308 Accounts payable and accrued expenses - related parties (13,085 ) 100,508 87,423 Net cash used in operating activities (1,463,814 ) - (1,463,814 ) Supplemental disclosure of non-cash investing and financing activities: Expenses paid on behalf of the Company by related party $ - 24,383 $ 24,383 |
Note 3 - Going Concern
Note 3 - Going Concern | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes to Financial Statements | ||
Substantial Doubt about Going Concern [Text Block] | 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 2 – GOING CONCERN The Company’s financial statements are prepared using accounting principles generally accepted 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. However, the Company does not have significant cash or other current assets, nor does it have an established 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 for a period of twelve months from the date of issuance of these financial statements. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its business plans and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing, making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with oil and gas exploration. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. |
Note 4 - Oil and Gas Properties
Note 4 - Oil and Gas Properties | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes to Financial Statements | ||
Oil and Gas Properties [Text Block] | NOTE 4 – OIL AND GAS PROPERTIES Oil and gas properties at March 31, 2023 and December 31, 2022 consisted of the following: Balance Balance Account 12/31/2022 Additions 3/31/2023 Leasehold Improvements - Chico Rica, LLC $ 40,000 $ - $ 40,000 Leasehold Improvements - Undeveloped 62,596 - 62,596 Lease Acquisition and Development Costs - Logan County 1,358,078 82,140 1,440,218 Total oil and gas related assets $ 1,460,674 $ 82,140 $ 1,542,814 | NOTE 3 – OIL AND GAS PROPERTIES On September 8, 2020, the Company entered into an Option 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 February 8, 2021 to exercise its option (the “Option Period”). During the Option Period, Kadence may not sell the Logan 2 Project to any third party. In return for this exclusivity, the Company will pay $10,000 per month. The Company paid $10,000 to Brian Tribble, Managing Member of Kadence, through AEI Acquisition, LLC revolving credit note, on September 18, 2020. At closing, Alpha shall tender to Kadence a cash payment of $350,000 (the “Project Payment”). Alpha shall agree at Closing to make a monthly payment equal to 3% of the net revenue stream from any new wells (not workovers, restarts, or recompletions) drilled in the Project area after the Closing until such time as Kadence shall have accrued $800,000 from such new wells (the “Production Payment”). Together, the Option Payment, Production Payment, and Project Payment shall satisfy the Purchase Price. On March 3, 2021, the Company amended the agreement until May 1, 2021, with a $10,000 monthly payment in January through April 2021. The Company had advanced $85,500 in option payments through September 30, 2021. The agreement is cancelled, and the Company wrote off the $85,500 as of September 30, 2021. On June 30, 2020, the Company entered into an option Agreement with Progressive Well Service, LLC (“Progressive”) to acquire oil and gas assets in Lincoln and Logan Counties in Central Oklahoma. On March 9, 2022, the Company closed on the acquisition of 34 well bores and related assets under the PSA with cash payments of $726,298. The Company is entitled to receive the proceeds of production from January 1, 2022 under the terms of the PSA and Progressive is required to operate the properties and transfer ownership and royalty decks to Company following a one-month transition period. Under the PSA we are obligated to make a further payment of three ( 3 The Company entered into a Letter of Intent with Chicorica, LLC on December 13, 2018 and extended the agreement through March 4, 2022. On March 1, 2022, the Company entered into an extension agreement with Chicorica to extend the Closing through August 5, 2022. In return, the Company must pay $30,000 by April 1, 2022, $35,000 by July 8, 2022 and $30,000 by August 5, 2022. During the year ended December 31, 2022, the Company paid $30,000 related to the extension agreement. Oil and gas properties at December 31, 2022 and 2021 consisted of the following: Balance Balance Account 12/31/2021 Additions 12/31/2022 Leasehold Improvements - Chico Rica, LLC $ 10,000 $ 30,000 $ 40,000 Leasehold Improvements - Undeveloped 15,791 46,805 62,596 Lease Acquisition and Development Costs - Logan County 120,000 1,238,078 1,358,078 Total oil and gas related assets $ 145,791 $ 1,314,883 $ 1,460,674 |
Note 5 - Related Party Transact
Note 5 - Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes to Financial Statements | ||
Related Party Transactions Disclosure [Text Block] | 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 $0 and $88,956 during the three months ended March 31, 2023 and 2022, respectively. The advances are unsecured, non-interest bearing and are payable on demand. During the three months ended March 31, 2022, the Company repaid $10,000 of the advances and converted $413,206 of advances to a senior secured convertible note due February 24, 2024. The Company received advances from Jay Leaver, President of the Company, totaling $0 and $31,280 during the three months ended March 31, 2023 and 2022, respectively. The advances are unsecured, non-interest bearing and is payable on demand. During the three months ended March 31, 2022, the Company converted $325,580 of advances to a senior secured convertible note due February 24, 2024. Accounts Payable and Accrued Expenses - Related Parties As of March 31, 2023 and December 31, 2022, there was $354,260 of accounts payable related parties which consisted of $328,375 due to Leaverite Exploration, Inc. d/b/a Leaverite Consulting (“Leaverite Exploration”), a corporation wholly-owned by our President, Jay Leaver pursuant to a consulting agreement. 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 $5,000,000. The Senior Convertible Note is convertible at any time after the date of issuance into shares of the Company’s common stock at a fixed conversion price of $5.00 per share. Upon conversion of the convertible note into the Company’s common stock, the noteholder would be issued 1,000,000 shares of the Company’s common stock. Interest on the Convertible Note shall be paid to the investors at a rate of 7.25% per annum, paid on a quarterly basis, and the maturity date of the Convertible Note is two years after the issuance date. The Convertible Note purports to be secured by certain oil and gas leases, lands, minerals and other properties of the Company, subject to prior liens and security interests. See Note 5 – Related Party Transactions. $413,206 from a related party were exchanged for a Convertible Note. Due to the variable conversion price in the convertible credit line, this fixed senior secured convertible note is treated as derivatives due to the possibility of insufficient shares available at conversion to settle the notes. The day one derivative liability was $65,262, which was recorded as a discount on the senior secured convertible notes payable. During the three months ended March 31, 2023, the Company amortized $8,046 of the discount as interest expense. As of March 31, 2023, the unamortized discount was $29,592. The outstanding principal balance on the senior secured convertible notes payable as of March 31, 2023 and December 31, 2022 amounted to $413,206. On February 25, 2022, Mr. Leaver assigned a $406,750 promissory note and advances of $500,000 to 20 Shekels, an affiliated Company. On the same day, the assigned promissory note and advance totaling $906,750 were transferred into a secured senior secured convertible note. The convertible note bears interest at 7.25% and matures on February 25, 2024. The note is convertible into shares of the Company at $5.00 per share. Due to the variable convertible credit line, this fixed senior secured convertible note are treated as derivatives due to the possibility of insufficient shares available at conversion to settle the notes. The day one derivative liability was $143,214, which was recorded as a discount on the senior secured convertible notes payable. During the three months ended March 31, 2023, the Company amortized $17,757 of the discount as interest expense. As of December 31, 2022, the unamortized discount was $64,836. The outstanding principal balance on the senior secured convertible notes payable as of March 31, 2023 and December 31, 2022 amounted to $906,754. As of March 31, 2023 and December 31, 2022, the senior secured convertible notes payable balance, net of discount was $1,225,432 with accrued interest of $23,596 and $0, respectively. | NOTE 6 – RELATED PARTY TRANSACTIONS Advances from Related Party The Company received advances from AEI Management, Inc., a Company owned by a significant shareholder, totaling $88,956 and $234,100 during the years ended December 31, 2022 and 2021, respectively. AEI Management paid expenses on the Company’s behalf of $19,150 during the year ended December 31, 2021. The advances are unsecured, non-interest bearing and are payable on demand. During the year ended December 31, 2022, the Company repaid $10,000 of the advances and converted $413,206 of advances to a senior secured convertible note due February 24, 2024. The Company received advances from Jay Leaver, President of the Company, totaling $31,280 and $193,800 during the years ended December 31, 2022 and 2021, respectively. Mr. Leaver paid oil and gas payments on the Company’s behalf totaling $65,500 during the year ended December 31, 2021. The advances are unsecured, non-interest bearing and is payable on demand. During the year ended December 31, 2022, the Company converted $325,580 of advances to a senior secured convertible note due February 24, 2024. Other During the year ended December 31, 2021, the Chief Financial Officer allowed the use of his residence as an office for the Company at no charge. During the year ended December 31, 2021, a board member of the Company acted as corporate council to Company at no charge, other than board of director fees. As of December 31, 2022 and 2021, there was $0 and $628,550 of short-term advances due to related parties, respectively. Accounts Payable and Accrued Expenses - Related Parties As of December 31, 2022, there was $203,484 of accounts payable related parties which consisted of $203,484 due to Leaverite Exploration, Inc. d/b/a Leaverite Consulting (“Leaverite Exploration”), a corporation wholly-owned by our President, Jay Leaver pursuant to a consulting agreement. As of December 31, 2021, there was $228,668 of accounts payable related parties which consisted of $208,484 due to Leaverite Exploration, $4,394 due to former CFO John Lepin, $10,000 due Kelloff Oil &Gas, LLC, a limited liability company and $5,790 due to Staley Engineering LLC for consulting services. Notes Payable - Related Party On December 3, 2020, the Company executed a promissory note for $65,000 with Jay Leaver, our President. The unsecured note matured three 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 $5,000,000. The Senior Convertible Note is convertible at any time after the date of issuance into shares of the Company’s common stock at a fixed conversion price of $5.00 per share. Upon conversion of the convertible note into the Company’s common stock, the noteholder would be issued 1,000,000 shares of the Company’s common stock. Interest on the Convertible Note shall be paid to the investors at a rate of 7.25% per annum, paid on a quarterly basis, and the maturity date of the Convertible Note is two years after the issuance date. The Convertible Note purports to be secured by certain oil and gas leases, lands, minerals and other properties of the Company, subject to prior liens and security interests. See Note 4 – Related Party Transactions. $413,206 from a related party were exchanged for a Convertible Note. Due to the variable conversion price in the convertible credit line, this fixed senior secured convertible note is treated as derivatives due to possibility of insufficient shares available at conversion to settle the notes. The day one derivative liability was $65,262, which was recorded as a discount on the senior secured convertible notes payable. During the year ended December 31, 2022, the Company amortized $27,624 of the discount as interest expense. As of December 31, 2022, the unamortized discount was $37,638. The outstanding principal balance on the senior secured convertible notes payable as of December 31, 2022 amounted to $413,206. See discussion of derivative liability in Note 9 – Derivative Liability. On February 25, 2022, Mr. Leaver assigned a $406,750 promissory note and advances of $500,000 to 20 Shekels, an affiliated Company. On the same day, the assigned promissory note and advance totaling $906,750 were transferred into a secured senior secured convertible note. The convertible note bears interest at 7.25% and matures on February 25, 2024. The note is convertible into shares of the Company at $5.00 per share. Due to the variable convertible credit line, this fixed senior secured convertible note are treated as derivatives due to possibility of insufficient shares available at conversion to settle the notes. The day one derivative liability was $143,214, which was recorded as a discount on the senior secured convertible notes payable. During the year ended December 31, 2022, the Company amortized $60,621 of the discount as interest expense. As of December 31, 2022, the unamortized discount was $82,593. The outstanding principal balance on the senior secured convertible notes payable as of December 31, 2022 amounted to $906,754. See discussion of derivative liability in Note 9 – Derivative Liability. On December 31, 2022, the Company and 20 Shekels, Inc. an affiliate of our President Jay Leaver, and AEI Management, Inc., an affiliate of our majority stockholder, AEI Acquisition Company, LLC., entered into Exchange Agreements (the “Exchange Agreements”) with respect to certain outstanding indebtedness of the Company. Under the Exchange Agreements, the Company’s previously issued 7.25% Senior Secured Notes due February 22, 2024 to affiliates of Mr. Leaver (which were assigned to 20 Shekels, Inc. a corporation wholly-owned by Marshwiggle, LLC, a limited liability company jointly owned by Mr. Leaver and his spouse ) and to AEI Management, Inc. were amended and restated and the Contractual Investment Agreements (“CIA”) entered with the Company and related agreements were terminated and replaced with the new 7.25% Senior Secured Note Purchase Agreement agreements and the new 7.25% Transaction Documents. Under the terms of the Exchange Agreements, 20 Shekels, Inc. was issued a $906,754 principal amount 7.25% Note and AEI Management, Inc. was issued a $413,206 principal amount 7.25% Note. As a result of the amendments, the holders and the Company amended and restated the terms of the contractual agreements governing 7.25% Notes in order to, among other things, extend the maturity date to December 31 2024 and limit the scope of the collateral pledged to assets acquired on March 9, 2022 (34 well bores and related assets) under the Purchase and Sale Agreement with Progressive Well Service, LLC on the Cherokee Uplift in Central Oklahoma for the Logan 1 Assets. In addition, AEI Management, Inc. was appointed collateral agent for 7.25% Notes, the CIAs were terminated, and the parties agreed to various representations and warranties, covenants, and conditions, as provided in the new 7.25% Transaction Documents and released all prior obligations under the CIA and related agreements. As of December 31, 2022, the senior secured convertible notes payable balance, net of discount was $1,199,729. As of December 31, 2022, the future maturities of debt, excluding debt discounts are as follows: 2023 $ 1,210,000 2024 1,319,960 2025 - 2026 - 2027 and thereafter - Total $ 2,529,960 |
Note 6 - Common Stock
Note 6 - Common Stock | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes to Financial Statements | ||
Equity [Text Block] | NOTE 6 – COMMON STOCK The Company is authorized to issue 75,000,000 shares of its capital stock, consisting of 10,000,000 shares of preferred stock, par value $0.001 per share, and 65,000,000 shares of common stock, par value $0.001 per share. The Company compensates each of its directors with 4,000 shares of common stock each month. During the three months ended March 31, 2023, the Company recorded stock compensation of $36,000 for the directors which was recorded in additional paid in capital. On September 2, 2022, the Company entered into a six-month agreement with a consultant that includes the issuance of 60,000 common shares. During the year ended December 31, 2022, the Company issued 60,000 common shares and recorded $40,000 of expense related to this agreement. During the three months ended March 31, 2023, the Company recorded $20,000 of expense related to this agreement. On October 15, 2022, the Company entered into a one year agreement with a consultant. Per the agreement, the Company will compensate the consultant $10,000 and issue 2,000 common shares per month. During the three months ended March 31, 2022, the Company recorded $6,000 of expense related to this agreement. | NOTE 5 – COMMON STOCK The Company is authorized to issue 75,000,000 shares of its capital stock, consisting of 10,000,000 shares of preferred stock, par value $0.001 per share, and 65,000,000 shares of common stock, par value $0.001 per share. The Company compensates each director with 4,000 shares of common stock each month. During the years ended December 31, 2022 and 2021, the Company issued 156,000 and 192,000 shares of common stock valued at $156,000 and $192,000, respectively, as board of director compensation. During the year ended December 31, 2022, the Company recorded stock compensation in the amount of $78,720 and issued 78,720 shares of common stock to Kelloff Oil & Gas, LLC. In addition, the Company recorded stock compensation in the amount of $29,000 issued 29,000 shares of common stock for services provided during the year ended December 31, 2022. On September 2, 2022, the Company entered into a six-month agreement with a consultant that includes the issuance of 60,000 common shares. During the year ended December 31, 2022, the Company issued 60,000 common shares and recorded $40,000 of expense. As of December 31, 2022, there was $20,000 of unrecognized expense related to this agreement. The Company will recognize the remaining expense over the service period. On October 15, 2022, the Company entered into a one year agreement with a consultant. Per the agreement, the Company will compensate the consultant $10,000 and issue 2,000 common shares per month. During the year ended December 31, 2022, the Company issued 5,000 common shares and recorded $5,000 of expense. During the year ended December 31, 2022, the Company issued 2,504,500 shares of common stock and received cash proceeds of $2,504,500. For the year ended December 31, 2021 The Company issued its CFO 361,678 shares of common stock on December 31, 2021 valued at $1.00 per share, to settle $361,678 of accrued officer compensation. During the year ended December 31, 2021, the Company reclassified 40,000 shares issued for services in a prior year, which are currently in dispute, to accounts payable. During the year ended December 31, 2021, the Company issued 90,000 shares of common stock with a fair value of $90,000 to settle accounts payable of $210,250. The Company recognized a gain of $120,250 on settlement of accounts payable. During the year ended December 31, 2021, the Company sold 5,000 shares of common stock for total proceeds of $5,000. The Company pays its CFO a yearly bonus of 25,000 shares of common stock. During the year ended December 31, 2021, the Company issued 25,000 shares of common stock to the CFO with a fair value of $25,000. On April 1, 2021, the Company entered into a month-to-month consulting agreement with Kelloff Oil & Gas, LLC for consulting services that includes cash compensation of $10,000 and the issuance of 5,000 shares of common stock per month. The Company may terminate the agreement at any moment with a ten-day notice. During the year ended December 31, 2021, the Company issued 45,000 common shares and recognized $45,000 of stock-based compensation related to the agreement. |
Note 7 - Convertible Note Payab
Note 7 - Convertible Note Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes to Financial Statements | ||
Short-Term Debt [Text Block] | NOTE 7 –CONVERTIBLE NOTES PAYABLE On March 30, 2019, the Company executed a promissory note for $50,000 to ZQH (75%) (25%) th As of March 31, 2023 and December 31, 2022, the convertible note payable balance was $1,210,000 with accrued interest of $22,183. The Company is in legal discussions with ZQH to relieve the loan as the properties in the purchase agreement were not held by title. | NOTE 7– NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLE On March 30, 2019, the Company executed a promissory note for $50,000 to ZQH (75%) (25%) During the year ended December 31, 2021, the Company recognized $50,000 of default interest that was added to the principal of the note payable. As of December 31, 2022 and 2021, the convertible note payable balance was $1,210,000 with accrued interest of $22,882. The Company is in legal discussions with ZQH to relieve the loan as the properties in the purchase agreement were not held by title. |
Note 8 - Subsequent Events
Note 8 - Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 8 SUBSEQUENT EVENTS On April 10, 2023, the Company issued 70,852 shares of common stock valued at $5.00 per share to settle outstanding consulting invoices owed to Jay Leaver, President. 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 4,000 shares of restricted Common Stock per month. Under the new plan, each director shall receive compensation for their service on the Board and receive reimbursements for certain expenses in accordance with the Company’s reimbursement policy. Until the Company’s Common Stock is listed on a national securities exchange, each non-employee director shall receive options to purchase shares of Common Stock valued at $150,000 by the Black-Scholes pricing model on an annual basis, payable quarterly, with an exercise price equal to the closing price of the Company’s common stock on the last business day of the quarter. |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization, Nature of Business and Trade Name The Company was incorporated in the State of Colorado on September 26, 2013 for the purpose of acquiring and executing on oil and gas leases. The Company has realized limited revenues from its planned business activities. A summary of significant accounting policies of Alpha Energy, Inc. (“we”, “our”, the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These consolidated financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. 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. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Basis of Presentation and 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. Revenue Recognition Effective January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under the new standard, we recognize revenues when the following criteria are met: (i) persuasive evidence of a contract with a customer exists, (ii) identifiable performance obligations under the contract exist, (iii) the transaction price is determinable for each performance obligation, (iv) the transaction price is allocated to each performance obligation, and (v) the performance obligations are satisfied. We derive all of our revenues from oil and gas production. 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 is 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 December 31, 2022 or 2021. The Company recorded revenues of $270,627 and $3,839 and costs of revenues totaling $538,770 and $15,652 during the years ended December 31, 2022 and 2021 respectively. Basic and Diluted Earnings 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 years ended December 31, 2022 and 2021, there were 263,992 and 168,328 shares issuable from senior secured convertible notes and convertible credit line payable which were considered for their dilutive effects but concluded to be anti-dilutive, respectively. 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 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. Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be evaluated for derivative classification. The Company’s sequencing policy is to evaluate for reclassification contracts with the earliest maturity date first. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Property and Equipment Property and equipment is recorded at cost and depreciated over their estimated useful lives using the straight-line depreciation method as follows: Computer equipment 3 years Vehicles 4 years Machinery and equipment 5 years Oil and natural gas properties We account for our oil and natural gas producing activities using the full cost method of accounting as prescribed by the United States Securities and Exchange Commission (SEC). Under this method, subject to a limitation based on estimated value, all costs incurred in the acquisition, exploration, and development of unproved oil and natural gas properties, including internal costs directly associated with acquisition, exploration, and development activities, the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized within a cost center. Costs of production and general and administrative corporate costs unrelated to acquisition, exploration, and development activities are expensed as incurred. Costs associated with unevaluated properties are capitalized as oil and natural gas properties but are excluded from the amortization base during the evaluation period. When we determine whether the property has proved recoverable reserves or not, or if there is an impairment, the costs are transferred into the amortization base and thereby become subject to amortization. We assess all items classified as unevaluated property on at least an annual basis for inclusion in the amortization base. We assess properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate that there would be impairment, or if proved reserves are assigned to a property, the cumulative costs incurred to date for such property are transferred to the amortizable base and are then subject to amortization. Capitalized costs are included in the amortization base, including estimated asset retirement costs, plus the estimated future expenditures to be incurred in developing proved reserves, net of estimated salvage values. Sales or other dispositions of oil and natural gas properties are accounted for as adjustments to capitalized costs, with no gain or loss recorded unless the ratio of cost to prove reserves would significantly change. The capitalized costs of oil and gas properties, excluding unevaluated and unproved properties, are amortized as depreciation, depletion and amortization expense using the units-of-production method based on estimated proved recoverable oil and gas reserves. Concentrations of Risk The Company has 100 % of the Working Interest in the oil and gas leases, which are located in the state of Colorado and Oklahoma. Environmental and regulatory factors within the state beyond the control of the Company may limit the Company’s future production of all its leases. The Company has a single buyer for the gas produced from one of its leases. The loss of this buyer would have a material adverse impact on our business. Asset retirement obligation We record the fair value of an asset retirement cost, and corresponding liability as part of the cost of the related long-lived asset and the cost is subsequently allocated to expense using a systematic and rational method. We record an asset retirement obligation to reflect our legal obligations related to future plugging and abandonment of our oil and natural gas wells and gathering systems. We estimate the expected cash flow associated with the obligation and discount the amount using a credit-adjusted, risk-free interest rate. At least annually, we reassess the obligation to determine whether a change in the estimated obligation is necessary. We evaluate whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed. Should those indicators suggest, the estimated obligation may have materially changed on an interim basis (quarterly), we will update our assessment accordingly. Additional retirement obligations increase the liability associated with new oil and natural gas wells and gathering systems as these obligations are incurred. The Company had accrued an asset retirement obligation liability totaling $918 as of December 31, 2022 and 2021. Income Taxes The Company accounts for income taxes under ASC 740 “ Income Taxes Accounting for Income Taxes Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No.109. Related Parties The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Stock-based Compensation Employee and non-employee share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Recent Accounting Pronouncements The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
Note 2 - Going Concern
Note 2 - Going Concern | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes to Financial Statements | ||
Substantial Doubt about Going Concern [Text Block] | 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 2 – GOING CONCERN The Company’s financial statements are prepared using accounting principles generally accepted 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. However, the Company does not have significant cash or other current assets, nor does it have an established 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 for a period of twelve months from the date of issuance of these financial statements. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its business plans and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing, making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with oil and gas exploration. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. |
Note 3 - Oil and Gas Properties
Note 3 - Oil and Gas Properties | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes to Financial Statements | ||
Oil and Gas Properties [Text Block] | NOTE 4 – OIL AND GAS PROPERTIES Oil and gas properties at March 31, 2023 and December 31, 2022 consisted of the following: Balance Balance Account 12/31/2022 Additions 3/31/2023 Leasehold Improvements - Chico Rica, LLC $ 40,000 $ - $ 40,000 Leasehold Improvements - Undeveloped 62,596 - 62,596 Lease Acquisition and Development Costs - Logan County 1,358,078 82,140 1,440,218 Total oil and gas related assets $ 1,460,674 $ 82,140 $ 1,542,814 | NOTE 3 – OIL AND GAS PROPERTIES On September 8, 2020, the Company entered into an Option 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 February 8, 2021 to exercise its option (the “Option Period”). During the Option Period, Kadence may not sell the Logan 2 Project to any third party. In return for this exclusivity, the Company will pay $10,000 per month. The Company paid $10,000 to Brian Tribble, Managing Member of Kadence, through AEI Acquisition, LLC revolving credit note, on September 18, 2020. At closing, Alpha shall tender to Kadence a cash payment of $350,000 (the “Project Payment”). Alpha shall agree at Closing to make a monthly payment equal to 3% of the net revenue stream from any new wells (not workovers, restarts, or recompletions) drilled in the Project area after the Closing until such time as Kadence shall have accrued $800,000 from such new wells (the “Production Payment”). Together, the Option Payment, Production Payment, and Project Payment shall satisfy the Purchase Price. On March 3, 2021, the Company amended the agreement until May 1, 2021, with a $10,000 monthly payment in January through April 2021. The Company had advanced $85,500 in option payments through September 30, 2021. The agreement is cancelled, and the Company wrote off the $85,500 as of September 30, 2021. On June 30, 2020, the Company entered into an option Agreement with Progressive Well Service, LLC (“Progressive”) to acquire oil and gas assets in Lincoln and Logan Counties in Central Oklahoma. On March 9, 2022, the Company closed on the acquisition of 34 well bores and related assets under the PSA with cash payments of $726,298. The Company is entitled to receive the proceeds of production from January 1, 2022 under the terms of the PSA and Progressive is required to operate the properties and transfer ownership and royalty decks to Company following a one-month transition period. Under the PSA we are obligated to make a further payment of three ( 3 The Company entered into a Letter of Intent with Chicorica, LLC on December 13, 2018 and extended the agreement through March 4, 2022. On March 1, 2022, the Company entered into an extension agreement with Chicorica to extend the Closing through August 5, 2022. In return, the Company must pay $30,000 by April 1, 2022, $35,000 by July 8, 2022 and $30,000 by August 5, 2022. During the year ended December 31, 2022, the Company paid $30,000 related to the extension agreement. Oil and gas properties at December 31, 2022 and 2021 consisted of the following: Balance Balance Account 12/31/2021 Additions 12/31/2022 Leasehold Improvements - Chico Rica, LLC $ 10,000 $ 30,000 $ 40,000 Leasehold Improvements - Undeveloped 15,791 46,805 62,596 Lease Acquisition and Development Costs - Logan County 120,000 1,238,078 1,358,078 Total oil and gas related assets $ 145,791 $ 1,314,883 $ 1,460,674 |
Note 4 - Income Taxes
Note 4 - Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 4 – INCOME TAXES The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset was approximately $794,000 and $626,000 as of December 31, 2022 and 2021, respectively which is calculated by multiplying a 25.63% estimated tax rate by the cumulative net operating loss (NOL) of approximately $3,101,000 and $2,440,000, respectively. Due to the enactment of the Tax Reform Act of 2017, we have calculated our deferred tax assets using an estimated corporate tax rate of 25.63%. US Tax codes and laws may be subject to further reform or adjustment which may have a material impact to the Company’s deferred tax assets and liabilities. The Company is subject to United States federal income taxes at an approximate rate of 21% and state income taxes at an approximate rate of 4.63%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: The net deferred tax assets consist of the following: 2022 2021 Deferred income tax assets Net operating loss carry forward $ 794,000 $ 626,000 Valuation allowance (794,000 ) (626,000 ) Net deferred income tax asset $ - $ - A reconciliation of income taxes computed at the statutory rate is as follows: 2022 2021 Tax benefit at effective rate $ 370,000 $ 202,000 Change in valuation allowance (370,000 ) (202,000 ) Provision for income taxes $ - $ - The Company has an operating loss carry forward of approximately $3,101,000 as of December 31, 2022. |
Note 5 - Common Stock
Note 5 - Common Stock | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes to Financial Statements | ||
Equity [Text Block] | NOTE 6 – COMMON STOCK The Company is authorized to issue 75,000,000 shares of its capital stock, consisting of 10,000,000 shares of preferred stock, par value $0.001 per share, and 65,000,000 shares of common stock, par value $0.001 per share. The Company compensates each of its directors with 4,000 shares of common stock each month. During the three months ended March 31, 2023, the Company recorded stock compensation of $36,000 for the directors which was recorded in additional paid in capital. On September 2, 2022, the Company entered into a six-month agreement with a consultant that includes the issuance of 60,000 common shares. During the year ended December 31, 2022, the Company issued 60,000 common shares and recorded $40,000 of expense related to this agreement. During the three months ended March 31, 2023, the Company recorded $20,000 of expense related to this agreement. On October 15, 2022, the Company entered into a one year agreement with a consultant. Per the agreement, the Company will compensate the consultant $10,000 and issue 2,000 common shares per month. During the three months ended March 31, 2022, the Company recorded $6,000 of expense related to this agreement. | NOTE 5 – COMMON STOCK The Company is authorized to issue 75,000,000 shares of its capital stock, consisting of 10,000,000 shares of preferred stock, par value $0.001 per share, and 65,000,000 shares of common stock, par value $0.001 per share. The Company compensates each director with 4,000 shares of common stock each month. During the years ended December 31, 2022 and 2021, the Company issued 156,000 and 192,000 shares of common stock valued at $156,000 and $192,000, respectively, as board of director compensation. During the year ended December 31, 2022, the Company recorded stock compensation in the amount of $78,720 and issued 78,720 shares of common stock to Kelloff Oil & Gas, LLC. In addition, the Company recorded stock compensation in the amount of $29,000 issued 29,000 shares of common stock for services provided during the year ended December 31, 2022. On September 2, 2022, the Company entered into a six-month agreement with a consultant that includes the issuance of 60,000 common shares. During the year ended December 31, 2022, the Company issued 60,000 common shares and recorded $40,000 of expense. As of December 31, 2022, there was $20,000 of unrecognized expense related to this agreement. The Company will recognize the remaining expense over the service period. On October 15, 2022, the Company entered into a one year agreement with a consultant. Per the agreement, the Company will compensate the consultant $10,000 and issue 2,000 common shares per month. During the year ended December 31, 2022, the Company issued 5,000 common shares and recorded $5,000 of expense. During the year ended December 31, 2022, the Company issued 2,504,500 shares of common stock and received cash proceeds of $2,504,500. For the year ended December 31, 2021 The Company issued its CFO 361,678 shares of common stock on December 31, 2021 valued at $1.00 per share, to settle $361,678 of accrued officer compensation. During the year ended December 31, 2021, the Company reclassified 40,000 shares issued for services in a prior year, which are currently in dispute, to accounts payable. During the year ended December 31, 2021, the Company issued 90,000 shares of common stock with a fair value of $90,000 to settle accounts payable of $210,250. The Company recognized a gain of $120,250 on settlement of accounts payable. During the year ended December 31, 2021, the Company sold 5,000 shares of common stock for total proceeds of $5,000. The Company pays its CFO a yearly bonus of 25,000 shares of common stock. During the year ended December 31, 2021, the Company issued 25,000 shares of common stock to the CFO with a fair value of $25,000. On April 1, 2021, the Company entered into a month-to-month consulting agreement with Kelloff Oil & Gas, LLC for consulting services that includes cash compensation of $10,000 and the issuance of 5,000 shares of common stock per month. The Company may terminate the agreement at any moment with a ten-day notice. During the year ended December 31, 2021, the Company issued 45,000 common shares and recognized $45,000 of stock-based compensation related to the agreement. |
Note 6 - Related Party Transact
Note 6 - Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes to Financial Statements | ||
Related Party Transactions Disclosure [Text Block] | 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 $0 and $88,956 during the three months ended March 31, 2023 and 2022, respectively. The advances are unsecured, non-interest bearing and are payable on demand. During the three months ended March 31, 2022, the Company repaid $10,000 of the advances and converted $413,206 of advances to a senior secured convertible note due February 24, 2024. The Company received advances from Jay Leaver, President of the Company, totaling $0 and $31,280 during the three months ended March 31, 2023 and 2022, respectively. The advances are unsecured, non-interest bearing and is payable on demand. During the three months ended March 31, 2022, the Company converted $325,580 of advances to a senior secured convertible note due February 24, 2024. Accounts Payable and Accrued Expenses - Related Parties As of March 31, 2023 and December 31, 2022, there was $354,260 of accounts payable related parties which consisted of $328,375 due to Leaverite Exploration, Inc. d/b/a Leaverite Consulting (“Leaverite Exploration”), a corporation wholly-owned by our President, Jay Leaver pursuant to a consulting agreement. 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 $5,000,000. The Senior Convertible Note is convertible at any time after the date of issuance into shares of the Company’s common stock at a fixed conversion price of $5.00 per share. Upon conversion of the convertible note into the Company’s common stock, the noteholder would be issued 1,000,000 shares of the Company’s common stock. Interest on the Convertible Note shall be paid to the investors at a rate of 7.25% per annum, paid on a quarterly basis, and the maturity date of the Convertible Note is two years after the issuance date. The Convertible Note purports to be secured by certain oil and gas leases, lands, minerals and other properties of the Company, subject to prior liens and security interests. See Note 5 – Related Party Transactions. $413,206 from a related party were exchanged for a Convertible Note. Due to the variable conversion price in the convertible credit line, this fixed senior secured convertible note is treated as derivatives due to the possibility of insufficient shares available at conversion to settle the notes. The day one derivative liability was $65,262, which was recorded as a discount on the senior secured convertible notes payable. During the three months ended March 31, 2023, the Company amortized $8,046 of the discount as interest expense. As of March 31, 2023, the unamortized discount was $29,592. The outstanding principal balance on the senior secured convertible notes payable as of March 31, 2023 and December 31, 2022 amounted to $413,206. On February 25, 2022, Mr. Leaver assigned a $406,750 promissory note and advances of $500,000 to 20 Shekels, an affiliated Company. On the same day, the assigned promissory note and advance totaling $906,750 were transferred into a secured senior secured convertible note. The convertible note bears interest at 7.25% and matures on February 25, 2024. The note is convertible into shares of the Company at $5.00 per share. Due to the variable convertible credit line, this fixed senior secured convertible note are treated as derivatives due to the possibility of insufficient shares available at conversion to settle the notes. The day one derivative liability was $143,214, which was recorded as a discount on the senior secured convertible notes payable. During the three months ended March 31, 2023, the Company amortized $17,757 of the discount as interest expense. As of December 31, 2022, the unamortized discount was $64,836. The outstanding principal balance on the senior secured convertible notes payable as of March 31, 2023 and December 31, 2022 amounted to $906,754. As of March 31, 2023 and December 31, 2022, the senior secured convertible notes payable balance, net of discount was $1,225,432 with accrued interest of $23,596 and $0, respectively. | NOTE 6 – RELATED PARTY TRANSACTIONS Advances from Related Party The Company received advances from AEI Management, Inc., a Company owned by a significant shareholder, totaling $88,956 and $234,100 during the years ended December 31, 2022 and 2021, respectively. AEI Management paid expenses on the Company’s behalf of $19,150 during the year ended December 31, 2021. The advances are unsecured, non-interest bearing and are payable on demand. During the year ended December 31, 2022, the Company repaid $10,000 of the advances and converted $413,206 of advances to a senior secured convertible note due February 24, 2024. The Company received advances from Jay Leaver, President of the Company, totaling $31,280 and $193,800 during the years ended December 31, 2022 and 2021, respectively. Mr. Leaver paid oil and gas payments on the Company’s behalf totaling $65,500 during the year ended December 31, 2021. The advances are unsecured, non-interest bearing and is payable on demand. During the year ended December 31, 2022, the Company converted $325,580 of advances to a senior secured convertible note due February 24, 2024. Other During the year ended December 31, 2021, the Chief Financial Officer allowed the use of his residence as an office for the Company at no charge. During the year ended December 31, 2021, a board member of the Company acted as corporate council to Company at no charge, other than board of director fees. As of December 31, 2022 and 2021, there was $0 and $628,550 of short-term advances due to related parties, respectively. Accounts Payable and Accrued Expenses - Related Parties As of December 31, 2022, there was $203,484 of accounts payable related parties which consisted of $203,484 due to Leaverite Exploration, Inc. d/b/a Leaverite Consulting (“Leaverite Exploration”), a corporation wholly-owned by our President, Jay Leaver pursuant to a consulting agreement. As of December 31, 2021, there was $228,668 of accounts payable related parties which consisted of $208,484 due to Leaverite Exploration, $4,394 due to former CFO John Lepin, $10,000 due Kelloff Oil &Gas, LLC, a limited liability company and $5,790 due to Staley Engineering LLC for consulting services. Notes Payable - Related Party On December 3, 2020, the Company executed a promissory note for $65,000 with Jay Leaver, our President. The unsecured note matured three 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 $5,000,000. The Senior Convertible Note is convertible at any time after the date of issuance into shares of the Company’s common stock at a fixed conversion price of $5.00 per share. Upon conversion of the convertible note into the Company’s common stock, the noteholder would be issued 1,000,000 shares of the Company’s common stock. Interest on the Convertible Note shall be paid to the investors at a rate of 7.25% per annum, paid on a quarterly basis, and the maturity date of the Convertible Note is two years after the issuance date. The Convertible Note purports to be secured by certain oil and gas leases, lands, minerals and other properties of the Company, subject to prior liens and security interests. See Note 4 – Related Party Transactions. $413,206 from a related party were exchanged for a Convertible Note. Due to the variable conversion price in the convertible credit line, this fixed senior secured convertible note is treated as derivatives due to possibility of insufficient shares available at conversion to settle the notes. The day one derivative liability was $65,262, which was recorded as a discount on the senior secured convertible notes payable. During the year ended December 31, 2022, the Company amortized $27,624 of the discount as interest expense. As of December 31, 2022, the unamortized discount was $37,638. The outstanding principal balance on the senior secured convertible notes payable as of December 31, 2022 amounted to $413,206. See discussion of derivative liability in Note 9 – Derivative Liability. On February 25, 2022, Mr. Leaver assigned a $406,750 promissory note and advances of $500,000 to 20 Shekels, an affiliated Company. On the same day, the assigned promissory note and advance totaling $906,750 were transferred into a secured senior secured convertible note. The convertible note bears interest at 7.25% and matures on February 25, 2024. The note is convertible into shares of the Company at $5.00 per share. Due to the variable convertible credit line, this fixed senior secured convertible note are treated as derivatives due to possibility of insufficient shares available at conversion to settle the notes. The day one derivative liability was $143,214, which was recorded as a discount on the senior secured convertible notes payable. During the year ended December 31, 2022, the Company amortized $60,621 of the discount as interest expense. As of December 31, 2022, the unamortized discount was $82,593. The outstanding principal balance on the senior secured convertible notes payable as of December 31, 2022 amounted to $906,754. See discussion of derivative liability in Note 9 – Derivative Liability. On December 31, 2022, the Company and 20 Shekels, Inc. an affiliate of our President Jay Leaver, and AEI Management, Inc., an affiliate of our majority stockholder, AEI Acquisition Company, LLC., entered into Exchange Agreements (the “Exchange Agreements”) with respect to certain outstanding indebtedness of the Company. Under the Exchange Agreements, the Company’s previously issued 7.25% Senior Secured Notes due February 22, 2024 to affiliates of Mr. Leaver (which were assigned to 20 Shekels, Inc. a corporation wholly-owned by Marshwiggle, LLC, a limited liability company jointly owned by Mr. Leaver and his spouse ) and to AEI Management, Inc. were amended and restated and the Contractual Investment Agreements (“CIA”) entered with the Company and related agreements were terminated and replaced with the new 7.25% Senior Secured Note Purchase Agreement agreements and the new 7.25% Transaction Documents. Under the terms of the Exchange Agreements, 20 Shekels, Inc. was issued a $906,754 principal amount 7.25% Note and AEI Management, Inc. was issued a $413,206 principal amount 7.25% Note. As a result of the amendments, the holders and the Company amended and restated the terms of the contractual agreements governing 7.25% Notes in order to, among other things, extend the maturity date to December 31 2024 and limit the scope of the collateral pledged to assets acquired on March 9, 2022 (34 well bores and related assets) under the Purchase and Sale Agreement with Progressive Well Service, LLC on the Cherokee Uplift in Central Oklahoma for the Logan 1 Assets. In addition, AEI Management, Inc. was appointed collateral agent for 7.25% Notes, the CIAs were terminated, and the parties agreed to various representations and warranties, covenants, and conditions, as provided in the new 7.25% Transaction Documents and released all prior obligations under the CIA and related agreements. As of December 31, 2022, the senior secured convertible notes payable balance, net of discount was $1,199,729. As of December 31, 2022, the future maturities of debt, excluding debt discounts are as follows: 2023 $ 1,210,000 2024 1,319,960 2025 - 2026 - 2027 and thereafter - Total $ 2,529,960 |
Note 7 - Notes Payable and Conv
Note 7 - Notes Payable and Convertible Note Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes to Financial Statements | ||
Short-Term Debt [Text Block] | NOTE 7 –CONVERTIBLE NOTES PAYABLE On March 30, 2019, the Company executed a promissory note for $50,000 to ZQH (75%) (25%) th As of March 31, 2023 and December 31, 2022, the convertible note payable balance was $1,210,000 with accrued interest of $22,183. The Company is in legal discussions with ZQH to relieve the loan as the properties in the purchase agreement were not held by title. | NOTE 7– NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLE On March 30, 2019, the Company executed a promissory note for $50,000 to ZQH (75%) (25%) During the year ended December 31, 2021, the Company recognized $50,000 of default interest that was added to the principal of the note payable. As of December 31, 2022 and 2021, the convertible note payable balance was $1,210,000 with accrued interest of $22,882. The Company is in legal discussions with ZQH to relieve the loan as the properties in the purchase agreement were not held by title. |
Note 8 - Convertible Credit Lin
Note 8 - Convertible Credit Line Payable - Related Party | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Convertible Debt Disclosure [Text Block] | NOTE 8– CONVERTIBLE CREDIT LINE PAYABLE – RELATED PARTY On June 1, 2021, the Company entered into a new convertible credit line agreement to borrow up to $1,500,000 and matures on June 1, 2023. 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 $4.00. The Company analyzed the conversion option 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 evaluated the new convertible credit line for debt modification in accordance with ASC 470-50 and concluded that the debt qualified for debt modification as the borrowing capacity under the new credit line is greater than the borrowing capacity under the original credit line. There were no fees paid to the creditor and no unamortized deferred costs on the original credit line. Accordingly, no expense was recognized in connection with the transaction. On August 8, 2021, the Company received $20,000 in cash proceeds from the credit line. During the year ended December 31, 2022, the Company amortized $11,100 of the discount as interest expense. As of December 31, 2022, and December 31, 2021, the unamortized discount was $0 and $11,100, respectively. During the year ended December 31, 2022, the Company repaid $168,328 of principal on the convertible credit line and $53,275 of accrued interest. The outstanding principal balance on the convertible credit line as of December 31, 2022 and December 31, 2021 amounted to $0 and $168,328. See discussion of derivative liability in Note 9 – Derivative Liability. |
Note 9 - Derivative Liability
Note 9 - Derivative Liability | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Derivatives and Fair Value [Text Block] | NOTE 9 – 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 derivative liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021: Level 1 Level 2 Level 3 Fair Value at December 31, 2022 Liabilities Derivative Liability - - $ - $ - Level 1 Level 2 Level 3 Fair Value at December 31, 2021 Liabilities Derivative Liability - - $ 145,041 $ 145,041 As of December 31, 2022, and 2021, the Company had a $0 and $145,041 derivative liability balance on the consolidated balance sheets, respectively and recorded a gain from derivative liability fair value adjustment of $171,712 and loss from derivative liability fair value adjustment of $33,310 during the years ended December 31, 2022 and 2021, respectively. The Company assessed its outstanding convertible credit line payable as summarized in Note 8 – Convertible Credit Line Payable- Related Party and determined certain convertible credit lines payable with variable conversion features contain embedded derivatives and are therefore accounted for at fair value under ASC 920, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments. During the year ended December 31, 2022, the Company repaid the convertible credit line in full, which caused the senior secured convertible notes to no longer be classified as a derivative. As a result, the Company recorded a reclassification from derivative liabilities to equity of $181,805. Utilizing Level 3 Inputs, the Company recorded a gain on fair market value adjustments related to convertible credit line payable and senior secured notes payable for the year ended December 31, 2022 of $171,712. The fair market value adjustments as of December 31, 2022 were calculated utilizing the Black-Scholes option pricing model using the following assumptions: exercise price of $1.00 - $5.00, computed volatility of 180% - 261% and discount rate of 3.92% - 4.76%. Utilizing Level 3 Inputs, the Company recorded fair market value adjustments related to the derivative liability for the year ended December 31, 2021 of $33,310. An additional debt discount of $15,362 was recorded during the year ended December 31, 2021 using the following assumptions: exercise price of $1.00, 20,000 common share equivalents, and a fair value of the common stock of $1.00 per share. The fair market value adjustments as of December 31, 2021 were calculated utilizing the Black-Scholes option pricing model using the following assumptions: exercise price of $1.00, computed volatility 248.59%, discount rate 0.73%, 168,328 common share equivalents, and a fair value of the common stock of $1.00 per share. A summary of the activity of the derivative liability is shown below: Balance at December 31, 2020 $ 96,369 Derivative liabilities recorded 15,362 Loss on change in derivative fair value adjustment 33,310 Balance at December 31, 2021 145,041 Debt discount on senior secured notes payable 208,476 Extinguishment of derivative liability (181,805 ) Gain on change in derivative fair value adjustment (171,712 ) Balance at December 31, 2022 $ - |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 – COMMITMENTS AND CONTINGENCIES Effective November 1, 2018, the Company entered into an employment contract with the President and CFO of the Company. The President will receive an annual salary of $120,000, increasing 10% per year for five 0.03125 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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. | Principles of Consolidation |
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 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 263,992 shares issuable from the senior secured convertible notes payable and 0 and 168,328 shares issuable from the convertible credit line payable which were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss, respectively. | Basic and Diluted Earnings per share |
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. 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. | Fair Value of Financial Instruments |
Reclassification, Comparability Adjustment [Policy Text Block] | 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. | |
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 there are no recently issued accounting pronouncements that will have a significant effect on its financial statements. | Recent Accounting Pronouncements |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Use of Estimates | |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition | |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments | |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Computer equipment 3 years Vehicles 4 years Machinery and equipment 5 years | |
Oil and Gas Properties Policy [Policy Text Block] | Oil and natural gas properties | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Risk | |
Asset Retirement Obligation [Policy Text Block] | Asset retirement obligation | |
Income Tax, Policy [Policy Text Block] | Income Taxes Income Taxes Accounting for Income Taxes Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No.109. | |
Related Parties, Policy [Policy Text Block] | Related Parties | |
Share-Based Payment Arrangement [Policy Text Block] | Stock-based Compensation |
Note 2 – Correction of _2
Note 2 – Correction of Previously Issued Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | Balance Sheet As of December 31, 2022 As Reported Adjustment As Revised Property and equipment, net $ 68,378 $ 19,642 $ 88,020 Total noncurrent assets 1,529,052 19,642 1,548,694 Total assets 1,737,596 19,642 1,757,238 Accounts payable and accrued expenses 302,266 32,391 334,657 Accounts payable and accrued expenses - related parties 203,484 124,891 328,375 Total current liabilities 1,737,933 157,282 1,895,215 Total liabilities 2,938,580 157,282 3,095,862 Accumulated deficit (6,954,467 ) (137,640 ) (7,092,107 ) Total stockholders' deficit $ (1,200,984 ) $ (137,640 ) $ (1,338,624 ) Statement of Operations For the year ended December 31, 2022 As Reported Adjustment As Revised Revenue $ 270,627 $ (72,183 ) $ 198,444 Gross loss (303,143 ) (72,183 ) (375,326 ) General and administrative 692,937 35,796 728,733 Loss from operations (1,559,845 ) (107,979 ) (1,667,824 ) Net loss (1,582,549 ) (137,640 ) (1,720,189 ) Loss per share - basic and diluted $ (0.08 ) (0.01 ) $ (0.09 ) Statement of Cash Flows For the year ended December 31, 2022 As Reported Adjustment As Revised Cash Flows from Operating Activities: Net loss $ (1,582,549 ) (137,640 ) $ (1,720,189 ) Depreciation 4,188 4,741 8,929 Accounts payable and accrued expenses 19,917 32,391 52,308 Accounts payable and accrued expenses - related parties (13,085 ) 100,508 87,423 Net cash used in operating activities (1,463,814 ) - (1,463,814 ) Supplemental disclosure of non-cash investing and financing activities: Expenses paid on behalf of the Company by related party $ - 24,383 $ 24,383 |
Note 4 - Oil and Gas Properti_2
Note 4 - Oil and Gas Properties (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes Tables | ||
Property, Plant and Equipment [Table Text Block] | Balance Balance Account 12/31/2022 Additions 3/31/2023 Leasehold Improvements - Chico Rica, LLC $ 40,000 $ - $ 40,000 Leasehold Improvements - Undeveloped 62,596 - 62,596 Lease Acquisition and Development Costs - Logan County 1,358,078 82,140 1,440,218 Total oil and gas related assets $ 1,460,674 $ 82,140 $ 1,542,814 | Balance Balance Account 12/31/2021 Additions 12/31/2022 Leasehold Improvements - Chico Rica, LLC $ 10,000 $ 30,000 $ 40,000 Leasehold Improvements - Undeveloped 15,791 46,805 62,596 Lease Acquisition and Development Costs - Logan County 120,000 1,238,078 1,358,078 Total oil and gas related assets $ 145,791 $ 1,314,883 $ 1,460,674 |
Note 3 - Oil and Gas Properti_2
Note 3 - Oil and Gas Properties (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Notes Tables | ||
Property, Plant and Equipment [Table Text Block] | Balance Balance Account 12/31/2022 Additions 3/31/2023 Leasehold Improvements - Chico Rica, LLC $ 40,000 $ - $ 40,000 Leasehold Improvements - Undeveloped 62,596 - 62,596 Lease Acquisition and Development Costs - Logan County 1,358,078 82,140 1,440,218 Total oil and gas related assets $ 1,460,674 $ 82,140 $ 1,542,814 | Balance Balance Account 12/31/2021 Additions 12/31/2022 Leasehold Improvements - Chico Rica, LLC $ 10,000 $ 30,000 $ 40,000 Leasehold Improvements - Undeveloped 15,791 46,805 62,596 Lease Acquisition and Development Costs - Logan County 120,000 1,238,078 1,358,078 Total oil and gas related assets $ 145,791 $ 1,314,883 $ 1,460,674 |
Note 4 - Income Taxes (Tables)
Note 4 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2022 2021 Deferred income tax assets Net operating loss carry forward $ 794,000 $ 626,000 Valuation allowance (794,000 ) (626,000 ) Net deferred income tax asset $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2022 2021 Tax benefit at effective rate $ 370,000 $ 202,000 Change in valuation allowance (370,000 ) (202,000 ) Provision for income taxes $ - $ - |
Note 6 - Related Party Transa_2
Note 6 - Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Maturities of Long-Term Debt [Table Text Block] | 2023 $ 1,210,000 2024 1,319,960 2025 - 2026 - 2027 and thereafter - Total $ 2,529,960 |
Note 9 - Derivative Liability (
Note 9 - Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | Level 1 Level 2 Level 3 Fair Value at December 31, 2022 Liabilities Derivative Liability - - $ - $ - Level 1 Level 2 Level 3 Fair Value at December 31, 2021 Liabilities Derivative Liability - - $ 145,041 $ 145,041 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Balance at December 31, 2020 $ 96,369 Derivative liabilities recorded 15,362 Loss on change in derivative fair value adjustment 33,310 Balance at December 31, 2021 145,041 Debt discount on senior secured notes payable 208,476 Extinguishment of derivative liability (181,805 ) Gain on change in derivative fair value adjustment (171,712 ) Balance at December 31, 2022 $ - |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation (Details Textual) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 263,992 | 168,328 | ||
Convertible Debt Securities [Member] | Secured Senior Secured Convertible Note [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 263,992 | 263,992 | ||
Convertible Debt Securities [Member] | Convertible Credit Line [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 168,328 | ||
Alpha Energy Texas Operating, LLC [Member] | ||||
Subsidiary, Ownership Percentage, Parent | 100% | 100% |
Note 2 – Correction of _3
Note 2 – Correction of Previously Issued Financial Statements Note 2 – Correction of Previously Issued Financial Statements - Schedule of Error Corrections (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property and equipment, net | $ 81,913 | $ 88,020 | $ 0 | |
Oil and gas sales | 71,716 | $ 0 | 198,444 | 3,839 |
Net loss | (459,822) | (376,138) | (1,720,189) | (1,070,738) |
Total noncurrent assets | 1,624,727 | 1,548,694 | 145,791 | |
Gross loss | (107,725) | (1,876) | (375,326) | (11,813) |
Depreciation expense | 6,107 | 0 | 8,929 | 0 |
Total assets | 1,766,159 | 1,757,238 | 169,758 | |
General and administrative | 151,530 | 149,330 | 728,733 | 725,832 |
Accounts payable | 331,559 | (18,788) | 52,308 | 235,596 |
Accounts payable and accrued expenses | 334,657 | 270,250 | ||
Loss from operations | (405,738) | (347,894) | (1,667,824) | (906,311) |
Accounts payable-related party | 25,885 | (1,336) | 87,423 | 108,100 |
Net cash used in operating activities | 3,247 | $ (306,268) | (1,463,814) | (356,892) |
Total current liabilities | $ 2,276,255 | $ 1,895,215 | $ 2,625,072 | |
Basic (in dollars per share) | $ (0.02) | $ (0.02) | $ (0.09) | $ (0.06) |
Expenses paid on behalf of the Company by related party | $ 24,383 | $ 19,150 | ||
Total liabilities | $ 3,502,605 | 3,095,862 | 2,783,218 | |
Accumulated deficit | (7,551,929) | (7,092,107) | (5,371,918) | |
Total stockholders' deficit | (1,736,446) | (1,338,624) | $ (2,613,460) | |
Related Party [Member] | ||||
Accounts payable and accrued expenses | $ 354,260 | 328,375 | ||
Previously Reported [Member] | ||||
Property and equipment, net | 68,378 | |||
Oil and gas sales | 270,627 | |||
Net loss | (1,582,549) | |||
Total noncurrent assets | 1,529,052 | |||
Gross loss | (303,143) | |||
Depreciation expense | 4,188 | |||
Total assets | 1,737,596 | |||
General and administrative | 692,937 | |||
Accounts payable | 19,917 | |||
Accounts payable and accrued expenses | 302,266 | |||
Loss from operations | (1,559,845) | |||
Accounts payable-related party | (13,085) | |||
Net cash used in operating activities | (1,463,814) | |||
Total current liabilities | $ 1,737,933 | |||
Basic (in dollars per share) | $ (0.08) | |||
Expenses paid on behalf of the Company by related party | $ 0 | |||
Total liabilities | 2,938,580 | |||
Accumulated deficit | (6,954,467) | |||
Total stockholders' deficit | (1,200,984) | |||
Previously Reported [Member] | Related Party [Member] | ||||
Accounts payable and accrued expenses | 203,484 | |||
Revision of Prior Period, Error Correction, Adjustment [Member] | ||||
Property and equipment, net | 19,642 | |||
Oil and gas sales | (72,183) | |||
Net loss | (137,640) | |||
Total noncurrent assets | 19,642 | |||
Gross loss | (72,183) | |||
Depreciation expense | 4,741 | |||
Total assets | 19,642 | |||
General and administrative | 35,796 | |||
Accounts payable | 32,391 | |||
Accounts payable and accrued expenses | 32,391 | |||
Loss from operations | (107,979) | |||
Accounts payable-related party | 100,508 | |||
Net cash used in operating activities | 0 | |||
Total current liabilities | $ 157,282 | |||
Basic (in dollars per share) | $ (0.01) | |||
Expenses paid on behalf of the Company by related party | $ 24,383 | |||
Total liabilities | 157,282 | |||
Accumulated deficit | (137,640) | |||
Total stockholders' deficit | (137,640) | |||
Revision of Prior Period, Error Correction, Adjustment [Member] | Related Party [Member] | ||||
Accounts payable and accrued expenses | $ 124,891 |
Note 4 - Oil and Gas Properti_3
Note 4 - Oil and Gas Properties - Schedule of Oil and Gas Properties (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leasehold Improvements, Oil and Gas Properties [Member] | Chicorica, LLC [Member] | ||
Balance | $ 40,000 | $ 10,000 |
Additions | 0 | 30,000 |
Balance | 40,000 | 40,000 |
Leasehold Improvements, Oil and Gas Properties [Member] | Undeveloped [Member] | ||
Balance | 62,596 | 15,791 |
Additions | 0 | 46,805 |
Balance | 62,596 | 62,596 |
Lease Acquisition Costs , Logan County Project I [Member] | ||
Balance | 1,358,078 | 120,000 |
Additions | 82,140 | 1,238,078 |
Balance | 1,440,218 | 1,358,078 |
Oil and Gas Properties [Member] | ||
Balance | 1,460,674 | 145,791 |
Additions | 82,140 | 1,314,883 |
Balance | $ 1,542,814 | $ 1,460,674 |
Note 5 - Related Party Transa_2
Note 5 - Related Party Transactions (Details Textual) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Feb. 25, 2022 USD ($) $ / shares | Feb. 28, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 03, 2020 USD ($) | |
Repayments of Related Party Debt | $ 0 | ||||||
Amortization of Debt Discount (Premium) | $ 25,703 | $ 10,826 | 7,016 | ||||
Secured Senior Secured Convertible Note [Member] | |||||||
Debt Instrument, Face Amount | $ 5,000,000 | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 5 | ||||||
Debt Instrument, Convertible, Number of Equity Instruments | 1,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | ||||||
Debt Instrument, Unamortized Discount | $ 65,262 | 29,592 | $ 37,638 | ||||
Amortization of Debt Discount (Premium) | 8,046 | 27,624 | |||||
Long-Term Debt, Gross | 413,206 | 413,206 | |||||
Notes Payable | 1,225,432 | 1,225,432 | |||||
Interest Payable | 23,596 | 0 | |||||
Related Party [Member] | |||||||
Accounts Payable | 354,260 | 354,260 | |||||
Related Party Advances Converted into 7.25% Note [Member] | |||||||
Debt Conversion, Original Debt, Amount | $ 413,206 | ||||||
Related Party Advances and Promissory Note Converted into 7.25% Note [Member] | |||||||
Debt Conversion, Original Debt, Amount | 0 | 819,963 | 0 | ||||
AEI Management, Inc. [Member] | |||||||
Cash and Noncash Proceeds from Related Party Debt | 0 | 88,956 | 88,956 | 234,100 | |||
Repayments of Related Party Debt | 10,000 | 10,000 | |||||
AEI Management, Inc. [Member] | Related Party Advances Converted into 7.25% Note [Member] | |||||||
Debt Conversion, Original Debt, Amount | 413,206 | 413,206 | |||||
President [Member] | |||||||
Cash and Noncash Proceeds from Related Party Debt | $ 500,000 | 0 | 31,280 | 31,280 | $ 193,800 | ||
Debt Instrument, Face Amount | $ 65,000 | ||||||
President [Member] | Secured Senior Secured Convertible Note [Member] | |||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 5 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | ||||||
Debt Instrument, Unamortized Discount | $ 143,214 | 64,836 | |||||
Amortization of Debt Discount (Premium) | 17,757 | 60,621 | |||||
Long-Term Debt, Gross | 906,754 | 906,754 | |||||
President [Member] | Related Party [Member] | |||||||
Accounts Payable | $ 328,375 | 328,375 | |||||
President [Member] | Related Party Advances Converted into 7.25% Note [Member] | |||||||
Debt Conversion, Original Debt, Amount | 500,000 | $ 325,580 | $ 325,580 | ||||
President [Member] | Related Party Promissory Note Converted into 7.25% Note [Member] | |||||||
Debt Conversion, Original Debt, Amount | $ 406,750 | ||||||
President [Member] | Related Party Advances and Promissory Note Converted into 7.25% Note [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | ||||||
Debt Conversion, Converted Instrument, Amount | $ 906,750 |
Note 6 - Common Stock (Details
Note 6 - Common Stock (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Oct. 15, 2022 | Sep. 02, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Capital Stock, Shares Authorized | 75,000,000 | 75,000,000 | ||||
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) | $ 0.001 | $ 0.001 | ||||
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) | $ 0.001 | $ 0.001 | $ 0.001 | |||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | $ 62,000 | $ 63,000 | ||||
Consultant [Member] | ||||||
Stock Issued During Period, Shares, Issued for Services | 60,000 | 60,000 | ||||
Share-Based Payment Arrangement, Expense | $ 40,000 | |||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 20,000 | $ 20,000 | ||||
Consultant Two [Member] | ||||||
Stock Issued During Period, Shares, Issued for Services | 5,000 | |||||
Share-Based Payment Arrangement, Expense | $ 6,000 | $ 5,000 | ||||
Consulting Agreement, Compensation Per Month | $ 10,000 | |||||
Consulting Agreement, Shares Issued Per Month | 2,000 | |||||
Director [Member] | ||||||
Stock Issued During Period, Shares Per Month Per Director | 4,000 | 4,000 | ||||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | $ 36,000 |
Note 7 - Convertible Note Pay_2
Note 7 - Convertible Note Payable (Details Textual) | 12 Months Ended | ||||||
Mar. 28, 2021 USD ($) $ / shares | Jun. 25, 2020 USD ($) | Mar. 30, 2019 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Gain (Loss) on Extinguishment of Debt | $ 10,750 | ||||||
Convertible Notes Payable, Current | $ 1,210,000 | $ 1,210,000 | $ 1,210,000 | ||||
Oklahoma Oil and Gas Assets [Member] | Pure and ZQH [Member] | |||||||
Business Combination, Consideration Transferred | $ 1,000,000 | ||||||
Notes Issued for Acquisition [Member] | |||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | ||||||
Interest Payable | 10,000 | 22,183 | 22,882 | ||||
Notes Payable | 1,060,000 | $ 1,160,000 | |||||
Note Payable, Monthly Increase | 50,000 | ||||||
Note Payable, Monthly Increase, Maximum Amount | $ 200,000 | ||||||
Note Principal, Accrued Interest | 200,000 | 50,000 | |||||
Debt Instrument, Periodic Payment | $ 100,000 | ||||||
Debt Instrument, Monthly Interest Rate | 1% | ||||||
Convertible Notes Payable, Current | $ 1,210,000 | $ 1,210,000 | $ 1,210,000 | ||||
Notes Issued for Acquisition [Member] | Pure and ZQH [Member] | |||||||
Debt Instrument, Periodic Payment, Interest | $ 10,083 | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | ||||||
Debt Instrument, Percentage of Annual Interest on Purchased Price, Compounded Monthly | 1% | ||||||
Notes Payable, Other Payables [Member] | Promissory Notes Payable [Member] | 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 | $ / shares | 50,000 | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | ||||||
Notes Payable, Other Payables [Member] | Promissory Notes Payable [Member] | ZHQ Holdings [Member] | |||||||
Debt Instrument, Percentage of Total Debt Loaned | 75% | ||||||
Notes Payable, Other Payables [Member] | Promissory Notes Payable [Member] | Pure Oil & Gas, Inc [Member] | |||||||
Debt Instrument, Percentage of Total Debt Loaned | 25% |
Note 8 - Subsequent Events (Det
Note 8 - Subsequent Events (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Apr. 25, 2023 | Apr. 10, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Director [Member] | ||||
Stock Issued During Period, Shares Per Month Per Director | 4,000 | 4,000 | ||
Subsequent Event [Member] | Director [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Granted Yearly, Intrinsic Value | $ 150,000 | |||
President [Member] | Subsequent Event [Member] | ||||
Stock Issued During Period, Shares, Issued for Services | 70,852 | |||
Shares Issued, Price Per Share | $ 5 |
Note 1 - Nature of Business a_2
Note 1 - Nature of Business and Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Gas Balancing Asset (Liability) | $ 0 | $ 0 | ||
Revenues, Total | $ 71,716 | $ 0 | 198,444 | 3,839 |
Cost of Goods and Services Sold | 538,770 | 15,652 | ||
Asset Retirement Obligations, Noncurrent | $ 918 | $ 918 | $ 918 | |
Computer Equipment [Member] | ||||
Computer equipment (Year) | 3 years | |||
Vehicles [Member] | ||||
Computer equipment (Year) | 4 years | |||
Machinery and Equipment [Member] | ||||
Computer equipment (Year) | 5 years | |||
Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 263,992 | 168,328 | ||
Previously Reported [Member] | ||||
Revenues, Total | $ 270,627 | |||
Asset Retirement Obligations, Noncurrent | $ 918 | |||
Alpha Energy Texas Operating, LLC [Member] | ||||
Subsidiary, Ownership Percentage, Parent | 100% | 100% |
Note 3 - Oil and Gas Properti_3
Note 3 - Oil and Gas Properties (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 13 Months Ended | ||||||||
Aug. 05, 2022 USD ($) | Jul. 08, 2022 USD ($) | Apr. 01, 2022 USD ($) | Mar. 09, 2022 USD ($) | Mar. 03, 2021 USD ($) | Sep. 08, 2020 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | |
Option Agreement, Options Payments Advanced | $ 85,500 | $ 85,500 | ||||||||||
Payments to Acquire Oil and Gas Property | $ 82,140 | $ 507,814 | $ 0 | |||||||||
Chicorica [Member] | ||||||||||||
Extension Agreement, Payments | $ 30,000 | $ 35,000 | $ 30,000 | |||||||||
Business Combination, Extension Payments | $ 30,000 | |||||||||||
Logan 2 Project [Member] | Kadence [Member] | ||||||||||||
Exclusivity Agreement for Exercising Option, Monthly Payment | $ 10,000 | |||||||||||
Payments to Acquire Businesses, Gross | $ 350,000 | |||||||||||
Option Agreement, Acquire Oil and Gas Assets, Payment, Percentage of Net Revenue | 3% | |||||||||||
Option Agreement, Acquire Oil and Gas Assets, Payment, Percentage of Net Revenue, Stop Limit | $ 800,000 | |||||||||||
Business Combination, Monthly Payment | $ 10,000 | |||||||||||
Logan 2 Project [Member] | Brian Tribble [Member] | ||||||||||||
Business Combination, Consideration Transferred | $ 10,000 | |||||||||||
Purchase and Sale Agreement [Member] | Progressive [Member] | ||||||||||||
Option Agreement, Acquire Oil and Gas Assets, Payment, Percentage of Net Revenue | 3% | |||||||||||
Acquisition, Number of Well Bores | 34 | |||||||||||
Payments to Acquire Oil and Gas Property | $ 726,298 | |||||||||||
Logan 1 Project [Member] | Progressive [Member] | ||||||||||||
Additional Progressive Receivable | $ 350,000 |
Note 3 - Oil and Gas Properti_4
Note 3 - Oil and Gas Properties - Schedule of Oil and Gas Properties (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leasehold Improvements, Oil and Gas Properties [Member] | Chicorica, LLC [Member] | ||
Balance | $ 40,000 | $ 10,000 |
Additions | 0 | 30,000 |
Balance | 40,000 | 40,000 |
Leasehold Improvements, Oil and Gas Properties [Member] | Undeveloped [Member] | ||
Balance | 62,596 | 15,791 |
Additions | 0 | 46,805 |
Balance | 62,596 | 62,596 |
Lease Acquisition Costs , Logan County Project I [Member] | ||
Balance | 1,358,078 | 120,000 |
Additions | 82,140 | 1,238,078 |
Balance | 1,440,218 | 1,358,078 |
Oil and Gas Properties [Member] | ||
Balance | 1,460,674 | 145,791 |
Additions | 82,140 | 1,314,883 |
Balance | $ 1,542,814 | $ 1,460,674 |
Note 4 - Income Taxes (Details
Note 4 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 30, 2021 | |
Deferred Tax Assets, Gross | $ 794,000 | $ 626,000 |
Effective Income Tax Rate Reconciliation, Percent | 25.63% | |
Cumulative Operating Loss Carryforwards, Net | $ 3,101,000 | $ 2,440,000 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 4.63% | |
Operating Loss Carryforwards | $ 3,101,000 |
Note 4 - Income Taxes - Net Def
Note 4 - Income Taxes - Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Net operating loss carry forward | $ 794,000 | $ 626,000 |
Valuation allowance | (794,000) | (626,000) |
Net deferred income tax asset | $ 0 | $ 0 |
Note 4 - Income Taxes - Reconci
Note 4 - Income Taxes - Reconciliation of Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Tax benefit at effective rate | $ 370,000 | $ 202,000 |
Change in valuation allowance | (370,000) | (202,000) |
Provision for income taxes | $ 0 | $ 0 |
Note 5 - Common Stock (Details
Note 5 - Common Stock (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Oct. 15, 2022 | Sep. 02, 2022 | Apr. 01, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Capital Stock, Shares Authorized | 75,000,000 | 75,000,000 | ||||||
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) | $ 0.001 | $ 0.001 | ||||||
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) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Stock-based compensation | $ 222,000 | |||||||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | $ 62,000 | $ 63,000 | ||||||
Stock Issued During Period, Shares, New Issues | 2,504,500 | 5,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 2,504,500 | $ 5,000 | ||||||
Stock Issued During Period, Shares, Settlement of Accounts Payable | 90,000 | |||||||
Stock Issued During Period, Value, Settlement of Accounts Payable | $ 90,000 | |||||||
Accounts Payable Settled with Shares | 210,250 | |||||||
Gain (Loss) on Settlement of Accounts Payable | 120,250 | |||||||
Proceeds from Issuance of Common Stock | 5,000 | |||||||
Kelloff Oil & Gas, LLC [Member] | ||||||||
Stock-based compensation (in shares) | 78,720 | |||||||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | $ 78,720 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 29,000 | $ 45,000 | ||||||
Stock Issued During Period, Shares, Issued for Services | 29,000 | 45,000 | ||||||
Consulting Agreement, Shares Issued Per Month | 5,000 | |||||||
Consulting Agreement, Month To Month Rate | $ 10,000 | |||||||
Consultant [Member] | ||||||||
Stock Issued During Period, Shares, Issued for Services | 60,000 | 60,000 | ||||||
Share-Based Payment Arrangement, Expense | $ 40,000 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 20,000 | $ 20,000 | ||||||
Consultant Two [Member] | ||||||||
Stock Issued During Period, Shares, Issued for Services | 5,000 | |||||||
Share-Based Payment Arrangement, Expense | $ 6,000 | $ 5,000 | ||||||
Consulting Agreement, Compensation Per Month | $ 10,000 | |||||||
Consulting Agreement, Shares Issued Per Month | 2,000 | |||||||
Director [Member] | ||||||||
Stock Issued During Period, Shares Per Month Per Director | 4,000 | 4,000 | ||||||
Stock-based compensation (in shares) | 156,000 | 192,000 | ||||||
Stock-based compensation | $ 156,000 | $ 192,000 | ||||||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | $ 36,000 | |||||||
Chief Financial Officer [Member] | ||||||||
Stock-based compensation (in shares) | 361,678 | 25,000 | ||||||
Stock-based compensation | $ 25,000 | |||||||
Share-Based Payment Arrangement, Expense | $ 361,678 | |||||||
Shares Issued, Price Per Share | $ 1 | |||||||
Accrued Compensation | $ 40,000 | |||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture, Bonus | 25,000 |
Note 6 - Related Party Transa_3
Note 6 - Related Party Transactions (Details Textual) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 25, 2022 USD ($) $ / shares | Feb. 23, 2022 USD ($) | Dec. 03, 2020 USD ($) | Feb. 28, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Related Party Transaction, Expenses from Transactions with Related Party (Deprecated 2023) | $ 19,150 | |||||||
Repayments of Related Party Debt | 0 | |||||||
Due to Related Parties (Deprecated 2023) | $ 0 | 628,550 | ||||||
Accounts Payable, Related Parties (Deprecated 2023) | 203,484 | 228,668 | ||||||
Amortization of Debt Discount (Premium) | $ 25,703 | $ 10,826 | 7,016 | |||||
Previously Reported [Member] | ||||||||
Repayments of Related Party Debt | 10,000 | |||||||
Amortization of Debt Discount (Premium) | 99,346 | |||||||
Secured Senior Secured Convertible Note [Member] | ||||||||
Debt Instrument, Face Amount | $ 5,000,000 | |||||||
Interest Payable | 23,596 | 0 | ||||||
Notes Payable | 1,225,432 | 1,225,432 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | |||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 5 | |||||||
Debt Instrument, Convertible, Number of Equity Instruments | 1,000,000 | |||||||
Debt Instrument, Unamortized Discount | $ 65,262 | 29,592 | 37,638 | |||||
Amortization of Debt Discount (Premium) | 8,046 | 27,624 | ||||||
Long-Term Debt, Gross | 413,206 | 413,206 | ||||||
Secured Senior Secured Convertible Note [Member] | Previously Reported [Member] | ||||||||
Notes Payable | 1,199,729 | |||||||
Related Party Advances Converted into 7.25% Note [Member] | ||||||||
Debt Conversion, Original Debt, Amount | $ 413,206 | |||||||
Related Party Advances and Promissory Note Converted into 7.25% Note [Member] | ||||||||
Debt Conversion, Original Debt, Amount | 0 | 819,963 | 0 | |||||
Related Party Advances and Promissory Note Converted into 7.25% Note [Member] | Previously Reported [Member] | ||||||||
Debt Conversion, Original Debt, Amount | 819,956 | |||||||
AEI Management, Inc. [Member] | ||||||||
Cash and Noncash Proceeds from Related Party Debt | 0 | 88,956 | 88,956 | 234,100 | ||||
Repayments of Related Party Debt | 10,000 | $ 10,000 | ||||||
AEI Management, Inc. [Member] | Senior Secured Note Purchase Agreement [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | |||||||
AEI Management, Inc. [Member] | Transactions Documents [Member] | ||||||||
Debt Instrument, Face Amount | $ 413,206 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | |||||||
AEI Management, Inc. [Member] | Related Party Advances Converted into 7.25% Note [Member] | ||||||||
Debt Conversion, Original Debt, Amount | 413,206 | $ 413,206 | ||||||
President [Member] | ||||||||
Cash and Noncash Proceeds from Related Party Debt | $ 500,000 | 0 | 31,280 | 31,280 | 193,800 | |||
Accounts Payable, Related Parties (Deprecated 2023) | 203,484 | 208,484 | ||||||
Debt Instrument, Face Amount | $ 65,000 | |||||||
President [Member] | Promissory Note [Member] | ||||||||
Debt Instrument, Face Amount | $ 325,580 | $ 65,000 | ||||||
Debt Instrument, Term (Year) | 3 years | |||||||
Debt Instrument, Interest Rate During Period | 5% | 5% | ||||||
Interest Payable | $ 16,170 | 13,003 | ||||||
Notes Payable | $ 406,750 | |||||||
President [Member] | Secured Senior Secured Convertible Note [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | |||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 5 | |||||||
Debt Instrument, Unamortized Discount | $ 143,214 | 64,836 | ||||||
Amortization of Debt Discount (Premium) | 17,757 | 60,621 | ||||||
Long-Term Debt, Gross | $ 906,754 | 906,754 | ||||||
President [Member] | Secured Senior Secured Convertible Note [Member] | Previously Reported [Member] | ||||||||
Debt Instrument, Unamortized Discount | $ 82,593 | |||||||
President [Member] | Transactions Documents [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | |||||||
President [Member] | Oil and Gas Payments [Member] | ||||||||
Related Party Transaction, Amounts of Transaction | 65,500 | |||||||
President [Member] | Related Party Advances Converted into 7.25% Note [Member] | ||||||||
Debt Conversion, Original Debt, Amount | 500,000 | $ 325,580 | $ 325,580 | |||||
President [Member] | Related Party Promissory Note Converted into 7.25% Note [Member] | ||||||||
Debt Conversion, Original Debt, Amount | 406,750 | |||||||
President [Member] | Related Party Advances and Promissory Note Converted into 7.25% Note [Member] | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 906,750 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | |||||||
Chief Financial Officer [Member] | ||||||||
Accounts Payable, Related Parties (Deprecated 2023) | 4,394 | |||||||
Vice President [Member] | ||||||||
Accounts Payable, Related Parties (Deprecated 2023) | 10,000 | |||||||
Staley Engineering LLC [Member] | ||||||||
Accounts Payable, Related Parties (Deprecated 2023) | $ 5,790 | |||||||
The 20 Sheckels Inc. [Member] | Senior Secured Note Purchase Agreement [Member] | ||||||||
Debt Instrument, Face Amount | $ 906,754 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% |
Note 6 - Related Party Transa_4
Note 6 - Related Party Transactions - Schedule of Debt Maturities (Details) | Dec. 31, 2022 USD ($) |
2023 | $ 1,210,000 |
2024 | 1,319,960 |
2025 | 0 |
2026 | 0 |
2027 and thereafter | 0 |
Total | $ 2,529,960 |
Note 7 - Notes Payable and Co_2
Note 7 - Notes Payable and Convertible Note Payable (Details Textual) | 12 Months Ended | ||||||
Mar. 28, 2021 USD ($) $ / shares | Jun. 25, 2020 USD ($) | Mar. 30, 2019 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Gain (Loss) on Extinguishment of Debt | $ 10,750 | ||||||
Convertible Notes Payable, Current | $ 1,210,000 | $ 1,210,000 | $ 1,210,000 | ||||
Oklahoma Oil and Gas Assets [Member] | Pure and ZQH [Member] | |||||||
Business Combination, Consideration Transferred | $ 1,000,000 | ||||||
Notes Issued for Acquisition [Member] | |||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | ||||||
Interest Payable | 10,000 | 22,183 | 22,882 | ||||
Notes Payable | 1,060,000 | $ 1,160,000 | |||||
Note Payable, Monthly Increase | 50,000 | ||||||
Note Payable, Monthly Increase, Maximum Amount | $ 200,000 | ||||||
Note Principal, Accrued Interest | 200,000 | 50,000 | |||||
Debt Instrument, Periodic Payment | $ 100,000 | ||||||
Debt Instrument, Monthly Interest Rate | 1% | ||||||
Convertible Notes Payable, Current | $ 1,210,000 | $ 1,210,000 | $ 1,210,000 | ||||
Notes Issued for Acquisition [Member] | Pure and ZQH [Member] | |||||||
Debt Instrument, Periodic Payment, Interest | $ 10,083 | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | ||||||
Debt Instrument, Percentage of Annual Interest on Purchased Price, Compounded Monthly | 1% | ||||||
Notes Payable, Other Payables [Member] | Promissory Notes Payable [Member] | 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 | $ / shares | 50,000 | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | ||||||
Notes Payable, Other Payables [Member] | Promissory Notes Payable [Member] | ZHQ Holdings [Member] | |||||||
Debt Instrument, Percentage of Total Debt Loaned | 75% | ||||||
Notes Payable, Other Payables [Member] | Promissory Notes Payable [Member] | Pure Oil & Gas, Inc [Member] | |||||||
Debt Instrument, Percentage of Total Debt Loaned | 25% |
Note 8 - Convertible Credit L_2
Note 8 - Convertible Credit Line Payable - Related Party (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Aug. 08, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 01, 2021 | |
Proceeds from Convertible Debt | $ 20,000 | |||||
Amortization of Debt Discount (Premium) | $ 25,703 | $ 10,826 | 7,016 | |||
Convertible Credit Line Payable, Related Party [Member] | ||||||
Debt Instrument, Face Amount | $ 1,500,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | |||||
Debt Instrument, Convertible, Conversion Price | $ 4 | |||||
Proceeds from Convertible Debt | $ 20,000 | |||||
Amortization of Debt Discount (Premium) | $ 11,100 | |||||
Debt Instrument, Unamortized Discount | 0 | 11,100 | ||||
Convertible Credit Line [Member] | ||||||
Repayments of Long-Term Lines of Credit | 168,328 | |||||
Interest Paid, Capitalized, Investing Activities | 53,275 | |||||
Long-Term Line of Credit | $ 0 | $ 168,328 |
Note 9 - Derivative Liability_2
Note 9 - Derivative Liability (Details Textual) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | |
Derivative Liability, Current | $ 0 | $ 145,041 | |||
Gain on Derivative Instruments, Pretax | 171,712 | 33,310 | |||
Equity, Attributable to Parent | $ (1,338,624) | $ (2,613,460) | $ (1,736,446) | $ (2,926,598) | $ (2,221,400) |
Convertible Notes Payable 1 [Member] | Measurement Input, Share Price [Member] | Minimum [Member] | |||||
Embedded Derivative Liability, Measurement Input | 1 | ||||
Convertible Notes Payable 1 [Member] | Measurement Input, Share Price [Member] | Maximum [Member] | |||||
Embedded Derivative Liability, Measurement Input | 5 | ||||
Convertible Credit Line Payable, Related Party [Member] | Measurement Input, Share Price [Member] | |||||
Debt Discount, Measurement Input | 1 | ||||
Convertible Credit Line Payable, Related Party [Member] | Measurement Input, Exercise Price [Member] | |||||
Debt Discount, Measurement Input | 1 | ||||
Convertible Credit Line Payable, Related Party [Member] | Measurement Input, Common Share Equivalents [Member] | |||||
Debt Discount, Measurement Input | 20,000 | ||||
Convertible Notes Payable 1 [Member] | |||||
Embedded Derivative, Gain on Embedded Derivative | $ 171,712 | $ 33,310 | |||
Embedded Derivative Liability, Measurement Input | 168,328 | ||||
Debt Instrument Discount, Additions | $ 15,362 | ||||
Convertible Notes Payable 1 [Member] | Measurement Input, Share Price [Member] | |||||
Embedded Derivative Liability, Measurement Input | 1 | ||||
Convertible Notes Payable 1 [Member] | Measurement Input, Price Volatility [Member] | |||||
Embedded Derivative Liability, Measurement Input | 2.4859 | ||||
Convertible Notes Payable 1 [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | |||||
Embedded Derivative Liability, Measurement Input | 1.80 | ||||
Convertible Notes Payable 1 [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | |||||
Embedded Derivative Liability, Measurement Input | 2.61 | ||||
Convertible Notes Payable 1 [Member] | Measurement Input, Discount Rate [Member] | |||||
Embedded Derivative Liability, Measurement Input | 0.0073 | ||||
Convertible Notes Payable 1 [Member] | Measurement Input, Discount Rate [Member] | Minimum [Member] | |||||
Embedded Derivative Liability, Measurement Input | 0.0392 | ||||
Convertible Notes Payable 1 [Member] | Measurement Input, Discount Rate [Member] | Maximum [Member] | |||||
Embedded Derivative Liability, Measurement Input | 0.0476 | ||||
Convertible Notes Payable 1 [Member] | Measurement Input, Exercise Price [Member] | |||||
Embedded Derivative Liability, Measurement Input | 1 | ||||
Derivative Liabilities Transferred to Equity [Member] | |||||
Equity, Attributable to Parent | $ 181,805 |
Note 9 - Derivative Liability -
Note 9 - Derivative Liability - Liabilities Measured at Fair Value (Details) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative Liability | $ 0 | $ 145,041 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative Liability | $ 0 | $ 145,041 |
Note 9 - Derivative Liability_3
Note 9 - Derivative Liability - Schedule of Derivative Liability Activity (Details) - Derivative Financial Instruments, Liabilities [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance | $ 145,041 | $ 96,369 |
Derivative liabilities recorded | 208,476 | 15,362 |
Loss on change in derivative fair value adjustment | (171,712) | 33,310 |
Extinguishment of derivative liability | (181,805) | |
Balance | $ 0 | $ 145,041 |
Note 10 - Commitments and Con_2
Note 10 - Commitments and Contingencies (Details Textual) - President [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Annual Officer Salary | $ 120,000 |
Annual Officer Salary, Percent of Increase Per Year | 10% |
Annual Officer Salary, Period for Salary Increase | 5 years |
Employee Benefits, Health Insurance Per Month | $ 750 |
Employee Benefits, Annual Employee Stock Bonus | shares | 25,000 |
Employee Benefits, Royalty Interest Percent on Each Future Producing Well | 0.03125% |