Form 10-Q - Quarterly report [Sections 13 or 15(d)]

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

	For the quarterly period ended June 30, 2023.

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

	For the Transition Period from to

Commission File Number: 000-55586

Truleum, Inc.

(Exact Name of Registrant as Specified in its Charter)

Colorado

90-1020566

(State of other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

14143 Denver West Parkway, Suite 100,

Golden, CO 80401

(Address of principal executive offices) (Zip Code)

Registrant's Phone: 800-819-0604

Alpha Energy, Inc.

Former name or former address, if changed since last report

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised ﬁnancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

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

The number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of August 14, 2023, was 21,736,178.

	TABLE OF CONTENTS	Page

	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4.	Controls and Procedures	14

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information	15
Item 6.	Exhibits	16

ITEM 1. FINANCIAL STATEMENTS

	Page(s)
Consolidated Balance Sheets (unaudited)	4

Consolidated Statements of Operations (unaudited)	5

Consolidated Statements of Stockholders' Deficit (unaudited)	6

Consolidated Statements of Cash Flows (unaudited)	7

Notes to the Consolidated Financial Statements (unaudited)	8

Truleum, Inc.

(Formerly Alpha Energy, Inc.)

Consolidated Balance Sheets

(Unaudited)

	June 30, 2023			December 31, 2022


Assets
Current assets:
Cash and cash equivalents	$	13,102		$	95,362
Joint interest billing receivable		7,940			31,492
Prepaid assets and other current assets		85,545			81,690
Total current assets		106,587			208,544

Noncurrent assets:
Property and equipment, net		85,061			88,020
Oil and gas property, unproved, full cost		1,606,232			1,460,674
Total noncurrent assets		1,691,293			1,548,694

Total assets	$	1,797,880		$	1,757,238

Liabilities and Stockholders' Deficit

Current liabilities:
Accounts payable and accrued expenses	$	773,748		$	334,657
Accounts payable and accrued expenses - related parties		30,000			328,375
Advances - related party		130,381			-
Interest payable - related parties		55,119			22,183
Convertible credit line payable - related party		239,841			-
Convertible note payable		1,210,000			1,210,000
Total current liabilities		2,439,089			1,895,215

Senior secured convertible notes payable, related party, net of discount of $68,540 and $120,231, respectively		1,251,420			1,199,729
Asset retirement obligation		2,754			918
Total liabilities		3,693,263			3,095,862

Commitments and contingencies

Stockholders' deficit:
Preferred stock, 10,000,000 shares authorized:
Series A convertible preferred stock, $0.001 par value, 2,000,000 shares authorized and 0 shares issued and outstanding		-			-
Common stock, $0.001 par value, 65,000,000 shares authorized and 21,724,178 and 21,653,326 shares issued and outstanding, respectively		21,724			21,653
Additional paid-in capital		6,190,019			5,731,830
Accumulated deficit		(8,107,126	)		(7,092,107	)
Total stockholders' deficit		(1,895,383	)		(1,338,624	)

Total liabilities and stockholders' deficit	$	1,797,880		$	1,757,238

See accompanying notes to the unaudited consolidated financial statements.

Truleum, Inc.
(Formerly Alpha Energy, Inc.)
Consolidated Statements of Operations
For the three and six months ended June 30, 2023 and 2022
(Unaudited)

	Three months ended						Six months ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022

Oil and gas sales	$	35,540		$	5,239		$	107,256		$	5,239

Lease operating expenses		69,518			47,558			248,959			49,434
Gross loss		(33,978	)		(42,319	)		(141,703	)		(44,195	)

Operating expenses:
Professional services		181,527			61,005			292,010			209,693
Board of director fees		36,000			36,000			72,000			84,000
General and administrative		257,076			215,264			408,606			364,594
Total operating expenses		474,603			312,269			772,616			658,287
Loss from operations		(508,581	)		(354,588	)		(914,319	)		(702,482	)

Other income (expense):
Other income		516			-			1,655			-
Interest expense		(47,132	)		(54,916	)		(102,355	)		(80,402	)
Gain (loss) on change in fair value of derivative liabilities		-			14,969			-			12,211
Total other income (expense)		(46,616	)		(39,947	)		(100,700	)		(68,191	)

Net loss	$	(555,197	)	$	(394,535	)	$	(1,015,019	)	$	(770,673	)

Loss per share:
Basic	$	(0.03	)	$	(0.02	)	$	(0.05	)	$	(0.04	)
Diluted	$	(0.03	)	$	(0.02	)	$	(0.05	)	$	(0.04	)

Weighted average shares outstanding:
Basic		21,708,433			18,824,106			21,680,880			18,824,106
Diluted		21,708,433			19,256,426			21,680,880			19,256,426

See accompanying notes to the unaudited consolidated financial statements.

Truleum, Inc.
(Formerly Alpha Energy, Inc.)
Consolidated Statements of Stockholders' Deficit
For the six months ended June 30, 2023 and 2022
(Unaudited)

	Common Stock				Additional		Accumulated			Total Stockholders'
	Shares		Amount		Paid-in Capital		Deficit			Deficit

Balance, December 31, 2022		21,653,326	$	21,653	$	5,731,830	$	(7,092,107	)	$	(1,338,624	)
Stock-based compensation		-		-		62,000		-			62,000
Net loss		-		-		-		(459,822	)		(459,822	)
Balance, March 31, 2023		21,653,326		21,653		5,793,830		(7,551,929	)		(1,736,446	)
Shares issued for the settlement of accounts payable, related party		70,852		71		354,189		-			354,260
Stock-based compensation		-		-		42,000		-			42,000
Net loss		-		-		-		(555,197	)		(555,197	)
Balance, June 30, 2023		21,724,178	$	21,724	$	6,190,019	$	(8,107,126	)	$	(1,895,383	)




Balance, December 31, 2021		18,824,106	$	18,824	$	2,739,634	$	(5,371,918	)	$	(2,613,460	)
Stock-based compensation		-		-		63,000		-			63,000
Net loss		-		-		-		(376,138	)		(376,138	)
Balance, March 31, 2022		18,824,106		18,824		2,802,634		(5,748,056	)		(2,926,598	)
Stock-based compensation		-		-		51,000		-			51,000
Net loss		-		-		-		(394,535	)		(394,535	)
Balance, June 30, 2022		18,824,106	$	18,824	$	2,853,634	$	(6,142,591	)	$	(3,270,133	)

See accompanying notes to the unaudited consolidated financial statements.

Truleum, Inc.
(Formerly Alpha Energy, Inc.)
Consolidated Statements of Cash Flows
For the six months ended June 30, 2023 and 2022
(Unaudited)

	June 30, 2023			June 30, 2022


Cash flows from operating activities:
Net loss	$	(1,015,019	)	$	(770,673	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		104,000			114,000
Depreciation expense		13,033			-
Amortization of debt discount		51,691			38,942
Asset retirement obligation expense		1,836			-
(Gain) loss on change in fair value of derivative liabilities		-			(12,211	)
Changes in operating assets and liabilities:
Accounts receivable		-			(7,890	)
Joint interest billing receivable		23,552			-
Prepaid expenses and other current assets		(3,855	)		(1,250	)
Accounts payable		439,091			111,332
Accounts payable-related party		55,885			(13,085	)
Interest payable		32,936			17,863
Net cash used in operating activities		(296,850	)		(522,972	)

Cash flows from investing activities:
Cash paid for purchase of property and equipment		(10,074	)		-
Acquisition of oil and gas property		(145,558	)		(756,298	)
Net cash used in investing activities		(155,632	)		(756,298	)

Cash flows from financing activities:
Proceeds from convertible credit line, related party		239,841			-
Proceeds from advances, related parties		130,381			110,235
Proceeds from senior secured convertible notes payable, related party		-			499,996
Proceeds from unexecuted subscription agreements		-			1,761,570
Net cash provided by financing activities		370,222			2,371,801

Net change in cash and cash equivalents		(82,260	)		1,092,531

Cash and cash equivalents, at beginning of period		95,362			217

Cash and cash equivalents, at end of period	$	13,102		$	1,092,748

Supplemental disclosures of cash flow information:
Cash paid for interest	$	16,210		$	23,596
Cash paid for income taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:

Debt discount on senior secured convertible notes payable - related party	$	-		$	208,476
Advances and other liabilities converted to senior secured convertible notes payable, related party	$	-		$	819,963
Shares issued for the settlement of accounts payable, related party	$	354,260		$	-

See accompanying notes to the unaudited consolidated financial statements.

Truleum, Inc.

(Formerly Alpha Energy, Inc.)

Notes to the Consolidated Financial Statements

NOTE 1 – BASIS OF PRESENTATION

The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2022 and 2021 which are included on the Form 10-K filed on April 17, 2023. In the opinion of management, all adjustments which include normal recurring adjustments, necessary to present fairly the financial position, results of operations, and cash flows for the periods shown have been reflected herein. The results of operations for the three and six months ended June 30, 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 six months ended June 31, 2023 and 2022, there were 263,992 shares issuable from the senior secured convertible notes payable and 159,894 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 – 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 3 – OIL AND GAS PROPERTIES

Oil and gas properties at June 30, 2023 and December 31, 2022 consisted of the following:

	Balance				Balance
Account	12/31/2022		Additions		6/30/2023
Leasehold Improvements - Chico Rica, LLC	$	40,000	$	-	$	40,000
Leasehold Improvements - Undeveloped		62,596		1,377		63,973
Lease Acquisition and Development Costs - Logan County		1,358,078		144,181		1,502,259
Total oil and gas related assets	$	1,460,674	$	145,558	$	1,606,232

NOTE 4 – 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 six months ended June 30, 2023 and 2022, respectively. The advances are unsecured, non-interest bearing and are payable on demand. During the six months ended June 30, 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 $130,381 and $31,280 during the six months ended June 30, 2023 and 2022, respectively. The advances are unsecured, non-interest bearing and is payable on demand. During the six months ended June 30, 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 June 30, 2023 and December 31, 2022, there was $30,000 and $328,375 of accounts payable related parties 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. On April 10, 2023, the Company issued 70,852 shares of common stock valued at $5.00 per share to settle outstanding consulting invoices in the amount of $354,260 owed to Jay Leaver, President.

Senior Secured Convertible Notes Payable – Related Party

On February 25, 2022, the Company entered into a 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 six months ended June 30, 2023, the Company amortized $16,182 of the discount as interest expense. As of June 30, 2023, the unamortized discount was $21,456. The outstanding principal balance on the senior secured convertible notes payable as of June 30, 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 six months ended June 30, 2023, the Company amortized $35,509 of the discount as interest expense. As of June 30, 2023, the unamortized discount was $47,084. The outstanding principal balance on the senior secured convertible notes payable as of June 30, 2023 and December 31, 2022 amounted to $906,754.

As of June 30, 2023 and December 31, 2022, the senior secured convertible notes payable balance, net of discount was $1,251,420 and $1,199,729 with accrued interest of $30,983 and $0, respectively.

Convertible Credit Line – 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 The outstanding balance accrues interest at a rate of 7% per annum and the outstanding balance is convertible to common stock of the Company at the lesser of the close price of the common stock as quoted on the OTCBB on the day interest is due and payable immediately preceding the conversion or $1.50. On February 11, 2023, the Company and AEI Acquisition Company, LLC. (“AEI”), the Company’s majority shareholder, entered into a First Amendment to Revolving Credit Note (the “Amendment”) which amended the convertible Revolving Credit Note dated June 1, 2021 and matures on December 31, 2023 in the maximum amount of $1,500,000 by and between the Company and AEI (the “Revolving Credit Line”). The Amendment amends the Revolving Credit Line to provide that any outstanding amount of principal and/or interest under the Revolving Credit Line may be converted into fully paid and non-assessable shares of common stock, $0.001 per share par value, at a fixed conversion price of $1.50 per share subject to adjustment for stock dividends, stock splits, recapitalizations, or other similar transactions that affect the rights of common stockholders generally. As of June 30, 2023, the Company has drawn $239,841 on the convertible note, with accrued interest of $1,952.

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 of its directors with 4,000 shares of common stock each month. During the six months ended June 30, 2023, the Company recorded stock compensation of $72,000 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 six months ended June 30, 2023, the Company recorded stock compensation of $20,000 for this agreement which was recorded in additional paid in capital.

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 six months ended June 30, 2023, the Company recorded issued 12,000 shares of common stock related to this agreement.

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.

NOTE 6 –CONVERTIBLE NOTES PAYABLE

On March 30, 2019, the Company executed a promissory note for $50,000 to ZQH (75%) and Pure (25%). The due date of the note is April 30, 2019 and has an interest rate of $50 per day. The note is for an escrow payment made directly to Premier Gas Company, LLC to hold the Purchase and Sale Agreement dated January 29, 2019. The note is secured by 50,000 shares of the Company’s common stock at $1 per share. On June 25, 2020, the Company entered into a Purchase and Sale Agreement (“PSA”) with Pure and ZQH to acquire oil and gas assets in Oklahoma (the “Rogers Project”) in consideration of a purchase price of $1,000,000. In connection with the purchase, the $50,000 note and accrued interest of $10,000 was added to the purchase price resulting in a total note payable balance of $1,060,000. During the year ended December 31, 2020, $10,750 of accrued interest which was previously outstanding was discharged and recorded as a gain on extinguishment of debt. The note payable of $1,060,000 was due to be paid on or before July 31, 2020 but remains outstanding to date. The balance of the note will increase by $50,000 per month thereafter up to a maximum amount of $200,000 through December 1, 2020. As of December 31, 2020, the Company recognized $200,000 of default interest that was added to the principal and made payments of $100,000 for a total payable of $1,160,000. If the purchase price is not fully paid on or before December 1, 2020, ZQH and Pure have the option to convert the balance outstanding into the Company’s common stock at a conversion price of $1.00 per share and the note will also be subject to a monthly interest of 1%. The Company, Pure, and ZQH have entered into various Extension Agreements, the current one of which is dated March 28, 2021 (the “Extension Agreement”). The Extension Agreement prevents Pure and ZQH from taking stock rather than cash through June 1, 2021, in return for which Company makes a monthly interest payment to ZQH and Pure of $10,083, which represents 1% annual interest on the Purchase Price, compounded monthly. The Extension Agreement allows the Company to extend that period beyond June 1, 2021 under similar terms. No further Extension Agreement has been entered into to date. Per the extension agreement, ZQH and Pure have the option to convert all or part of the purchase price to the Company’s common stock at $1.00 per share after June 1, 2021. The Company evaluated the conversion option and concluded a beneficial conversion feature and embedded derivative were not present at the date of conversion. As a result of the conversion option on June 1, 2021, the Company reclassified the note payable to convertible note payable.

As of June 30, 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 – SUBSEQUENT EVENTS

On July 1, 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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

The discussion and analysis below includes certain forward-looking statements that are subject to risks, uncertainties and other factors, as described in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, that could cause our actual growth, results of operations, performance, financial position and business prospects and opportunities for this fiscal year and periods that follow to differ materially from those expressed in or implied by those forward-looking statements. Readers are cautioned that forward-looking statements contained in this Quarterly Report on Form 10-Q should be read in conjunction with our disclosure under the heading “Disclosure Regarding Forward-Looking Statements” below.

General Business Development

The Company was formed on September 26, 2013 in the State of Colorado.

Business Strategy

Our strategy is to acquire and develop additional properties we can restart, rework, and/or recomplete through cash and/or equity transactions. Our strategy is to acquire and develop additional producing properties in the vicinity of the Cherokee Uplift similar to our existing Logan Project that we can restart, rework, recomplete, and which have proven un-drilled potential to produce oil and natural gas. In this manner, our strategy involves acquiring existing infrastructure from historic operations. Deployment of current modern technology to enhance recompletions and drilling in previously undeveloped or underdeveloped areas is part of our strategy to enhance the value of acquired properties.

Liquidity and Capital Resources

As of June 30, 2023, we had total current assets of $106,587 and total current liabilities of $2,439,089.

The Company had $306,924 of cash used in operating activities during the six months ended June 30, 2023, compared to $522,972 used in operations during the same period in 2022. Net cash used in operating activities during the six months ended June 30, 2023 was mainly comprised of our $1,015,019 net loss during the period, adjusted by a non-cash charges of $104,000 for stock-based compensation, amortization of debt discounts of $51,691, depreciation expense of $13,033 and changes in operating assets and liabilities of $547,609. Net cash used in operating activities during the six months ended June 30, 2022 was mainly comprised of our $770,673 net loss during the period, adjusted by a non-cash charges of $12,211 for gain on change in fair value of derivative liabilities, stock-based compensation of $114,000, amortization of debt discounts of $38,943 and changes in operating assets and liabilities of $106,971.

The Company used cash of $155,632 for investing activities during the six months ended June 30, 2023 which primarily consisted of the acquisition of oil and gas property. The Company used cash of $756,298 for investing activities during the six months ended June 30, 2022 which consisted of $756,298 for the acquisition of oil and gas property.

The Company had cash flows provided by financing activities of $370,22 during the six months ended June 30, 2023, which consisted of $239,841 proceeds from convertible credit line from related and $130,381of advances from related party. The Company generated cash of $2,371,801 from financing activities during the six months ended June 30, 2022 which consisted of $110,235 in proceeds from advances from related parties, $499,996 from senior secured convertible notes payable from related party and $1,761,570 in proceeds from unexecuted subscription agreements.

Going Concern

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

Results of Operations

We generated revenues of $35,540 and $5,239 during the three months ended June 30, 2023 and 2022, respectively. Lease operating expenses were $69,518 and $47,558 during the three months ended June 30, 2023 and 2022, respectively. The increase in revenue was due to the increased production by the Logan Project. .Total operating expenses were $474,603 during the three months ended June 30, 2023 compared to $312,269 during the same period in 2022. The increase in operating expenses was due to a $120,522 increase in professional services and $41,812 increase in general and administrative expenses.

We generated revenues of $107,256 and $5,239 during the six months ended June 30, 2023 and 2022, respectively. Lease operating expenses were $248,959 and $49,434 during the six months ended June 30, 2023 and 2022, respectively. The increase in revenue was due to the increased production by the Logan Project.. Total operating expenses were $772,616 during the six months ended June 30, 2023 compared to $658,287 during the same period in 2022. The increase in operating expenses was due to a $82,317 increase in professional services and $44,012 increase in general and administrative expenses , which were offset by a $12,000 decrease in board fees.

Off-Balance sheet arrangements

As of June 30, 2023, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. Our accounting policies are described in Note 1 to our audited consolidated financial statements for 2022 appearing in our Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the direction and with the participation of the Company’s management, including the Company’s Chief Executive and Chief Financial Officer, the Company has conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of June 30, 2023. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching its desired disclosure control objectives. Based on the evaluation, the Chief Executive and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2023.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the three months ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

You should carefully consider the factors discussed below in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which could materially affect our business, financial position, or future results of operations. The risks described below in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially, adversely affect our business, financial position, or future results of operations. There have been no material changes in the risk factors set forth in the Company’s Form 10K for the period ended December 31, 2022.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our operations.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

	Exhibit Number	Description

	3.1	Articles of Amendment
	10.1	Revolving Credit Note
	10.2	Reserve Report
	31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as a adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as a adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**	Inline XBRL Instance
101.SCH**	Inline XBRL Taxonomy Extension Schema
101.CAL**	Inline XBRL Taxonomy Extension Calculation
101.DEF**	Inline XBRL Taxonomy Extension Definition
101.LAB**	Inline XBRL Taxonomy Extension Labels
101.PRE**	Inline XBRL Taxonomy Extension Presentation
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

** XBRL

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

SIGNATURES

In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 14, 2023

	Truleum, Inc.

	By:	/s/ Jay Leaver
		Jay Leaver, Principal Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	By:	/s/ Lacie Kellogg
		Lacie Kellogg, Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 3.1

OFFICE OF THE SECRETARY OF STATE

OF THE STATE OF COLORADO

CERTIFICATE OF DOCUMENT FILED

I, Jena Griswold , as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, the attached document is a true and complete copy of the

Articles of Amendment

with Document # 20231461201 of

Alpha Energy, Inc.

Colorado Corporation

(Entity ID # 20131559040 )

consisting of 2 pages.

This certificate reflects facts established or disclosed by documents delivered to this office on paper through 04/21/2023 that have been posted, and by documents delivered to this office electronically through 04/27/2023@ 13:15:32.

I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, and issued this official certificate at Denver, Colorado on 04/27/2023 @ 13:15:32 in accordance with applicable law. This certificate is assigned Confirmation Number 14915238 _.

*********************************************End of Certificate*******************************************

Notice: A certificate issued electronically from the Colorado Secretary of State’s website is fully and immediately valid and effective. However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Validate a Certificate page of the Secretary of State’s website, https://www.coloradosos.gov/biz/CertificateSearchCriteria.do entering the certificate’s confirmation number displayed on the certificate, and following the instructions displayed. Confirming the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance of a certificate. For more information, visit our website, https://www.coloradosos.gov click “Businesses, trademarks, trade names” and select “Frequently Asked Questions.”

Document must be filed electronically.

Paper documents are not accepted.

Fees & forms are subject to change.

For more information or to print copies

of filed documents, visit www.coloradosos.gov.

Colorado Secretary of State

Date and Time: 04/27/2023 01:10 PM

ID Number: 20131559040

Document number: 20231461201

Amount Paid: $25.00

ABOVE SPACE FOR OFFICE USE ONLY

Articles of Amendment

filed pursuant to §7-90-301, et seq. and §7-110-106 of the Colorado Revised Statutes (C.R.S.)

1.	For the entity, its ID number and entity name are

ID number	20131559040
	(Colorado Secretary of State ID number)

Entity name	Alpha Energy, Inc.

2. The new entity name (if applicable) is	Truleum, Inc.

3.	(If the following statement applies, adopt the statement by marking the box and include an attachment.)

☐ This document contains additional amendments or other information.

4.	If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment.

5.	(*Caution: Leave blank* if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)

(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)

The delayed effective date and, if applicable, time of this document is/are 05/22/2023 .

(mm/dd/yyyy hour:minute am/pm)

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that such document is such individual's act and deed, or that such individual in good faith believes such document is the act and deed of the person on whose behalf such individual is causing such document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent documents and the organic statutes, and that such individual in good faith believes the facts stated in such document are true and such document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is identified in this document as one who has caused it to be delivered.

6.	The true name and mailing address of the individual causing the document to be delivered for

Page 1 of 2

(If the following statement applies, adopt the statement by marking the box and include an attachment.)

☐ This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).

Page 2 of 2

EXHIBIT 31.1

CERTIFICATION

I, Jay Leaver, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 14, 2023

/s/ Jay Leaver

Jay Leaver

Principal Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Lacie Kellogg, certify that:

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

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

Date: August 14, 2023

/s/ Lacie Kellogg

Lacie Kellogg

Principal Financial and Accounting Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Truleum, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jay Leaver, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: August 14, 2023

/s/ Jay Leaver

Jay Leaver

Principal Executive Officer

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

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

Date: August 14, 2023

/s/ Lacie Kellogg

Lacie Kellogg

Principal Financial and Accounting Officer

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2023	Aug. 14, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	000-55586
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, Suite 100
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		21,736,178
Entity Central Index Key	0000855787
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 13,102	$ 95,362
Joint interest billing receivable	7,940	31,492
Prepaid assets and other current assets	85,545	81,690
Total current assets	106,587	208,544
Noncurrent assets:
Property and equipment, net	85,061	88,020
Oil and gas property, unproved, full cost	1,606,232	1,460,674
Total noncurrent assets	1,691,293	1,548,694
Total assets	1,797,880	1,757,238
Current liabilities:
Advances - related party	130,381	0
Interest payable - related parties	55,119	22,183
Convertible credit line payable - related party	239,841	0
Convertible note payable	1,210,000	1,210,000
Total current liabilities	2,439,089	1,895,215
Asset retirement obligation	2,754	918
Total liabilities	3,693,263	3,095,862
Commitments and Contingencies
Stockholders' deficit:
Preferred Stock, Shares Authorized (in shares)	10,000,000
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 21,724,178 and 21,653,326 shares issued and outstanding, respectively	21,724	21,653
Additional paid-in capital	6,190,019	5,731,830
Accumulated deficit	(8,107,126)	(7,092,107)
Total stockholders' deficit	(1,895,383)	(1,338,624)
Total liabilities and stockholders' deficit	1,797,880	1,757,238
Secured Senior Secured Convertible Note [Member]
Current liabilities:
Senior secured convertible notes payable, related party, net of discount of $68,540 and $120,231, respectively	1,251,420	1,199,729
Nonrelated Party [Member]
Current liabilities:
Accounts payable and accrued expenses	773,748	334,657
Related Party [Member]
Current liabilities:
Accounts payable and accrued expenses	$ 30,000	$ 328,375

Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Preferred Stock, Shares Authorized (in shares)	10,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001
Preferred Stock, Shares Authorized (in shares)	10,000,000
Common 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
Common Stock, Shares, Issued (in shares)	21,724,178	21,653,326
Common Stock, Shares, Outstanding (in shares)	21,724,178	21,653,326
Series A Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)	2,000,000	2,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized (in shares)	2,000,000	2,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares Outstanding, Ending Balance (in shares)	0	0
Secured Senior Secured Convertible Note [Member]
Debt Instrument, Unamortized Discount, Noncurrent		$ 68,540
Senior Secured Note Purchase Agreement [Member]
Debt Instrument, Unamortized Discount, Noncurrent	$ 120,231

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Oil and gas sales	$ 35,540	$ 5,239	$ 107,256	$ 5,239
Lease operating expenses	69,518	47,558	248,959	49,434
Gross loss	(33,978)	(42,319)	(141,703)	(44,195)
Operating expenses:
Professional services	181,527	61,005	292,010	209,693
Board of director fees	36,000	36,000	72,000	84,000
General and administrative	257,076	215,264	408,606	364,594
Total operating expenses	474,603	312,269	772,616	658,287
Loss from operations	(508,581)	(354,588)	(914,319)	(702,482)
Other income (expense):
Other income	516	0	1,655	0
Interest expense	(47,132)	(54,916)	(102,355)	(80,402)
Gain (loss) on change in fair value of derivative liabilities	0	14,969	0	12,211
Total other income (expense)	(46,616)	(39,947)	(100,700)	(68,191)
Net loss	$ (555,197)	$ (394,535)	$ (1,015,019)	$ (770,673)
Loss per share:
Basic (in dollars per share)	$ (0.03)	$ (0.02)	$ (0.05)	$ (0.04)
Diluted (in dollars per share)	$ (0.03)	$ (0.02)	$ (0.05)	$ (0.04)
Weighted average shares outstanding:
Basic (in shares)	21,708,433	18,824,106	21,680,880	18,824,106
Diluted (in shares)	21,708,433	19,256,426	21,680,880	19,256,426

Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2021	18,824,106
Balance 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 (in shares) at Mar. 31, 2022	18,824,106
Balance at Mar. 31, 2022	$ 18,824	2,802,634	(5,748,056)	(2,926,598)
Balance (in shares) at Dec. 31, 2021	18,824,106
Balance at Dec. 31, 2021	$ 18,824	2,739,634	(5,371,918)	(2,613,460)
Net loss				(770,673)
Balance (in shares) at Jun. 30, 2022	18,824,106
Balance at Jun. 30, 2022	$ 18,824	2,853,634	(6,142,591)	(3,270,133)
Balance (in shares) at Mar. 31, 2022	18,824,106
Balance at Mar. 31, 2022	$ 18,824	2,802,634	(5,748,056)	(2,926,598)
Stock-based compensation	0	51,000	0	51,000
Net loss	$ 0	0	(394,535)	(394,535)
Balance (in shares) at Jun. 30, 2022	18,824,106
Balance at Jun. 30, 2022	$ 18,824	2,853,634	(6,142,591)	(3,270,133)
Balance (in shares) at Dec. 31, 2022	21,653,326
Balance 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 (in shares) at Mar. 31, 2023	21,653,326
Balance at Mar. 31, 2023	$ 21,653	5,793,830	(7,551,929)	(1,736,446)
Balance (in shares) at Dec. 31, 2022	21,653,326
Balance at Dec. 31, 2022	$ 21,653	5,731,830	(7,092,107)	(1,338,624)
Net loss				(1,015,019)
Balance (in shares) at Jun. 30, 2023	21,724,178
Balance at Jun. 30, 2023	$ 21,724	6,190,019	(8,107,126)	(1,895,383)
Balance (in shares) at Mar. 31, 2023	21,653,326
Balance at Mar. 31, 2023	$ 21,653	5,793,830	(7,551,929)	(1,736,446)
Stock-based compensation	0	42,000	0	42,000
Net loss	$ 0	0	(555,197)	(555,197)
Shares issued for the settlement of accounts payable, related party (in shares)	70,852
Shares issued for the settlement of accounts payable, related party	$ 71	354,189	0	354,260
Balance (in shares) at Jun. 30, 2023	21,724,178
Balance at Jun. 30, 2023	$ 21,724	$ 6,190,019	$ (8,107,126)	$ (1,895,383)

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (555,197)	$ (459,822)	$ (394,535)	$ (376,138)	$ (1,015,019)	$ (770,673)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation					104,000	114,000
Depreciation expense					13,033	0
Amortization of debt discount					51,691	38,942
Asset retirement obligation expense					1,836	0
(Gain) loss on change in fair value of derivative liabilities	0		(14,969)		0	(12,211)
Changes in operating assets and liabilities:
Accounts receivable					0	(7,890)
Joint interest billing receivable					23,552	0
Prepaid expenses and other current assets					(3,855)	(1,250)
Accounts payable					439,091	111,332
Accounts payable-related party					55,885	(13,085)
Interest payable					32,936	17,863
Net cash used in operating activities					(296,850)	(522,972)
Cash flows from investing activities:
Cash paid for purchase of property and equipment					(10,074)	0
Acquisition of oil and gas property					(145,558)	(756,298)
Net cash used in investing activities					(155,632)	(756,298)
Cash flows from financing activities:
Proceeds from convertible credit line, related party					239,841	0
Proceeds from advances, related parties					130,381	110,235
Proceeds from senior secured convertible notes payable, related party					0	499,996
Proceeds from unexecuted subscription agreements					0	1,761,570
Net cash provided by financing activities					370,222	2,371,801
Net change in cash and cash equivalents					(82,260)	1,092,531
Cash and cash equivalents, at beginning of period		$ 95,362		$ 217	95,362	217	$ 217
Cash and cash equivalents, at end of period	$ 13,102		$ 1,092,748		13,102	1,092,748	$ 95,362
Supplemental disclosures of cash flow information:
Cash paid for interest					16,210	23,596
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
Shares issued for the settlement of accounts payable, related party					354,260	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

Note 1 - Basis of Presentation

6 Months Ended

Jun. 30, 2023

Notes to Financial Statements

Basis of Presentation and Significant Accounting Policies [Text Block]

NOTE 1 – BASIS OF PRESENTATION

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

Use of Estimates

Basic and Diluted Loss per share

Fair Value of Financial Instruments

Level 1 – Quoted prices in active markets for identical 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.

Reclassification

Recently Issued Accounting Standards Not Yet Adopted

Note 2 - Going Concern

6 Months Ended

Jun. 30, 2023

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

NOTE 2 – GOING CONCERN

Note 3 - Oil and Gas Properties

6 Months Ended

Jun. 30, 2023

Notes to Financial Statements

Oil and Gas Properties [Text Block]

NOTE 3 – OIL AND GAS PROPERTIES

Oil and gas properties at June 30, 2023 and December 31, 2022 consisted of the following:

	Balance				Balance
Account	12/31/2022		Additions		6/30/2023
Leasehold Improvements - Chico Rica, LLC	$	40,000	$	-	$	40,000
Leasehold Improvements - Undeveloped		62,596		1,377		63,973
Lease Acquisition and Development Costs - Logan County		1,358,078		144,181		1,502,259
Total oil and gas related assets	$	1,460,674	$	145,558	$	1,606,232

Note 4 - Related Party Transactions

6 Months Ended

Jun. 30, 2023

Notes to Financial Statements

NOTE 4 – RELATED PARTY TRANSACTIONS

Advances from Related Party

Accounts Payable and Accrued Expenses - Related Parties

Senior Secured Convertible Notes Payable – Related Party

As of June 30, 2023 and December 31, 2022, the senior secured convertible notes payable balance, net of discount was $1,251,420 and $1,199,729 with accrued interest of $30,983 and $0, respectively.

Convertible Credit Line – Related Party

Note 5 - Common Stock

6 Months Ended

Jun. 30, 2023

Notes to Financial Statements

Equity [Text Block]

NOTE 5 – COMMON STOCK

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.

Note 6 - Convertible Notes Payable

6 Months Ended

Jun. 30, 2023

Notes to Financial Statements

Short-Term Debt [Text Block]

NOTE 6 –CONVERTIBLE NOTES PAYABLE

Note 7 - Subsequent Events

6 Months Ended

Jun. 30, 2023

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE 7 – SUBSEQUENT EVENTS

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Consolidation, Policy [Policy Text Block]	Principles of Consolidation Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiary, Alpha Energy Texas Operating, LLC. All intercompany transactions and balances have been eliminated.
Use of Estimates, Policy [Policy Text Block]	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.
Earnings Per Share, Policy [Policy Text Block]	Basic and Diluted 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 six months ended June 31, 2023 and 2022, there were 263,992 shares issuable from the senior secured convertible notes payable and 159,894 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, 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.
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.

Note 3 - Oil and Gas Properties (Tables)

6 Months Ended

Jun. 30, 2023

Notes Tables

Property, Plant and Equipment [Table Text Block]

	Balance				Balance
Account	12/31/2022		Additions		6/30/2023
Leasehold Improvements - Chico Rica, LLC	$	40,000	$	-	$	40,000
Leasehold Improvements - Undeveloped		62,596		1,377		63,973
Lease Acquisition and Development Costs - Logan County		1,358,078		144,181		1,502,259
Total oil and gas related assets	$	1,460,674	$	145,558	$	1,606,232

Note 1 - Basis of Presentation (Details Textual) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
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	159,894	168,328
Alpha Energy Texas Operating, LLC [Member]
Subsidiary, Ownership Percentage, Parent	100.00%

Note 3 - Oil and Gas Properties - Schedule of Oil and Gas Properties (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Leasehold Improvements, Oil and Gas Properties [Member] \| Chicorica, LLC [Member]
Balance	$ 40,000
Additions	0
Balance	40,000
Leasehold Improvements, Oil and Gas Properties [Member] \| Undeveloped [Member]
Balance	62,596
Additions	1,377
Balance	63,973
Lease Acquisition Costs , Logan County Project I [Member]
Balance	1,358,078
Additions	144,181
Balance	1,502,259
Oil and Gas Properties [Member]
Balance	1,460,674
Additions	145,558
Balance	$ 1,606,232

Note 4 - Related Party Transactions (Details Textual)			3 Months Ended	6 Months Ended		12 Months Ended
Note 4 - Related Party Transactions (Details Textual)	Apr. 10, 2023 USD ($) $ / shares shares	Feb. 25, 2022 USD ($) $ / shares	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Feb. 11, 2023 USD ($) $ / shares	Jun. 01, 2021 USD ($)
Stock Issued During Period, Value, Settlement of Liabilities			$ 354,260
Amortization of Debt Discount (Premium)				$ 51,691	$ 38,942
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares			$ 0.001	$ 0.001		$ 0.001	$ 0.001
Secured Senior Secured Convertible Note [Member]
Debt Instrument, Face Amount		$ 5,000,000
Debt Instrument, Convertible, Conversion Price \| $ / shares		$ 5.00
Debt Instrument, Convertible, Number of Equity Instruments		1,000,000
Debt Instrument, Interest Rate, Stated Percentage		7.25%
Debt Instrument, Unamortized Discount		$ 65,262	$ 21,456	$ 21,456
Amortization of Debt Discount (Premium)				16,182
Long-Term Debt, Gross			413,206	413,206		$ 413,206
Notes Payable			1,199,729	1,199,729		1,251,420
Interest Payable			30,983	30,983		0
Convertible Credit Line Payable, Related Party [Member]
Debt Instrument, Face Amount							$ 1,500,000	$ 1,500,000
Debt Instrument, Convertible, Conversion Price \| $ / shares							$ 1.50
Debt Instrument, Interest Rate, Stated Percentage								7.00%
Interest Payable			1,952	1,952
Long-Term Line of Credit			239,841	239,841
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
AEI Management, Inc. [Member]
Cash and Noncash Proceeds from Related Party Debt				0	88,956
Repayments of Related Party Debt				10,000
AEI Management, Inc. [Member] \| Related Party Advances Converted into 7.25% Note [Member]
Debt Conversion, Original Debt, Amount				413,206
President [Member]
Cash and Noncash Proceeds from Related Party Debt				130,381	31,280
Stock Issued During Period, Shares, Settlement of Liabilities \| shares	70,852
Shares Issued, Price Per Share \| $ / shares	$ 5.00
Stock Issued During Period, Value, Settlement of Liabilities	$ 354,260
President [Member] \| Secured Senior Secured Convertible Note [Member]
Debt Instrument, Convertible, Conversion Price \| $ / shares		$ 5.00
Debt Instrument, Interest Rate, Stated Percentage		7.25%
Debt Instrument, Unamortized Discount		$ 143,214				47,084
Amortization of Debt Discount (Premium)						35,509
Long-Term Debt, Gross			906,754	906,754		906,754
President [Member] \| Related Party Advances Converted into 7.25% Note [Member]
Debt Conversion, Original Debt, Amount		500,000
President [Member] \| Related Party Advanced Converted Into Senior Secured Convertible Note Due February 2024 [Member]
Debt Conversion, Original Debt, Amount					$ 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
Leaverite Exploration [Member]
Accounts Payable			$ 30,000	$ 30,000		$ 328,375

Note 5 - Common Stock (Details Textual) - USD ($)				3 Months Ended				6 Months Ended	12 Months Ended
Note 5 - Common Stock (Details Textual) - USD ($)	Apr. 10, 2023	Oct. 15, 2022	Sep. 02, 2022	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Dec. 31, 2022	Feb. 11, 2023
Capital Stock, Shares Authorized				75,000,000				75,000,000
Preferred Stock, Shares Authorized (in shares)				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	$ 0.001
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition				$ 42,000	$ 62,000	$ 51,000	$ 63,000
President [Member]
Stock Issued During Period, Shares, Settlement of Liabilities	70,852
Shares Issued, Price Per Share	$ 5.00
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		12,000
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
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition								$ 72,000

Note 6 - Convertible Notes Payable (Details Textual)				12 Months Ended
Note 6 - Convertible Notes Payable (Details Textual)	Mar. 28, 2021 USD ($) $ / shares	Jun. 25, 2020 USD ($)	Mar. 30, 2019 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Gain (Loss) on Extinguishment of Debt				$ 10,750
Convertible Notes Payable, Current					$ 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				$ 1.00
Interest Payable		10,000			22,183	22,183
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
Debt Instrument, Periodic Payment				$ 100,000
Debt Instrument, Monthly Interest Rate				1.00%
Convertible Notes Payable, Current					$ 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	$ 1.00
Debt Instrument, Percentage of Annual Interest on Purchased Price, Compounded Monthly	1.00%
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			75.00%
Notes Payable, Other Payables [Member] \| Promissory Notes Payable [Member] \| Pure Oil & Gas, Inc [Member]
Debt Instrument, Percentage of Total Debt Loaned			25.00%

Note 7 - Subsequent Events (Details Textual) - Director [Member] - USD ($)		6 Months Ended
	Jul. 01, 2023	Jun. 30, 2023
Stock Issued During Period, Shares Per Month Per Director		4,000
Subsequent Event [Member]
Stock Issued During Period, Shares Per Month Per Director	4,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Granted Yearly, Intrinsic Value	$ 150,000

Alpha Energy (PK) (USOTC:APHE)
Historical Stock Chart
From Mar 2024 to Apr 2024

Click Here for more Alpha Energy (PK) Charts.

Alpha Energy (PK) (USOTC:APHE)
Historical Stock Chart
From Apr 2023 to Apr 2024

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

APHE Alpha Energy Inc (PK)

Alpha Energy Inc (PK) News

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

APHE Alpha Energy Inc (PK)

Alpha Energy Inc (PK) News

Your Recent History

Company

Business

Popular

Get The App