10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 1

  X  . ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:333-197642

ALPHA ENERGY, INC.

 (Exact name of registrant as specified in its charter)

Colorado	90-1020566
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

600 17th Street, 2800 South,Denver, CO	80202
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number: 303-563-5340

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes . No  X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes . No  X .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  X . No .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes  X . No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. .

Indicate by check mark whether the registrant a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  .	Accelerated filer  .
Non-accelerated filer  . (Do not check if a smaller reporting company)	Smaller reporting company   X .

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

The number of shares of Common Stock, $0.0001 par value, outstanding on May 1, 2016 was 16,866,428 shares.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 on Form 10–K/A to Alpha Energy, Inc.’s annual report on Form 10–K for the period ended December 31, 2015, filed with the Securities and Exchange Commission on May 19, 2016 (the “Form 10–K”), is solely to furnish Exhibit 101 to the Form 10–K in accordance with Rule 405 of Regulation S–T.

No other changes have been made to the Form 10–K. This Amendment No. 1 speaks as of the original filing date of the Form 10–K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–K.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

1. The financial statements listed in the "Index to Financial Statements" at page 30 are filed as part of this report.

2. Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

3. Exhibits included or incorporated herein: See index to Exhibits.

(b) Exhibits

Exhibit Number	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act		10-K	12/31/15	31.1	05/19/16
32.1	Certification Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act		10-K	12/31/15	32.1	05/19/16
101	XBRL	X

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.

Alpha Energy, Inc.

By: /s/ Karen Ziegler

Karen Ziegler, President

Date: September 28, 2016

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

Signature	Title	Date
/s/ Karen Ziegler	President, Principal Executive Officer, Principal Financial Officer	September 28, 2016
Karen Ziegler	and Director

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Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	May 01, 2016	Jun. 30, 2015
Document and Entity Information:
Entity Registrant Name	ALPHA ENERGY INC
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Trading Symbol	alpha
Amendment Flag	false
Entity Central Index Key	0000855787
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		16,866,428
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Entity Public Float			$ 0

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BALANCE SHEETS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current assets
Cash	$ 116	$ 3,290
Prepaid expenses	2,750	2,955
Total current assets	2,866	6,245
Oil and gas lease, unproved, full cost method	35,432	24,000
Total assets	38,298	30,245
Current liabilities
Accounts payable	11,336	115
Notes payable, related party	775	275
Total current liabilities	12,111	390
Stockholders' equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued or outstanding	0	0
Common stock, $0.0001 par value; 65,000,000 shares authorized; 16,866,428 and 16,714,000 issued and outstanding at December 31, 2015 and 2014, respectively	1,687	1,672
Additional paid in capital	81,043	69,626
Accumulated deficit	(56,543)	(41,443)
Total stockholders' equity	26,187	29,855
Total liabilities and stockholders' equity	$ 38,298	$ 30,245

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BALANCE SHEETS PARENTHETICALS - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Stock, par value	$ 0.0001	$ 0.0001
Common Stock, shares authorized	65,000,000	65,000,000
Common Stock, shares issued	16,866,428	16,866,428
Common Stock, shares outstanding	16,714,000	16,714,000

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STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Revenue:
Revenues	$ 0	$ 0
Operating expenses
Professional services	11,665	23,105
General and administrative	2,864	8,192
Total operating expenses	14,529	31,297
Loss from operations	(14,529)	(31,297)
Other income (expense)
Other income	0	7,743
Interest expense	(571)	0
Total other expense	(571)	7,743
Provision for income taxes	0	0
Net loss	$ (15,100)	$ (23,554)
Weighted average common shares outstanding, basic and diluted	16,817,568	16,603,590

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STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Preferred Stock Shares	Preferred Stock Amount	Common Stock Shares	Common Stock Amount	Additional Paid in Capital	Accumulated Deficit	Total
Balance, at Dec. 31, 2013	0	0	16,314,000	1,632	39,666	(17,889)	23,409
Common stock issued for services			160,000	16	11,984		12,000
Common stock issued for cash			240,000	24	17,976		18,000
Net loss						$ (23,554)	$ (23,554)
Balance at Dec. 31, 2014			16,714,000	1,672	69,626	(41,443)	29,855
Common stock issued for oil & gas lease, unproved			152,428	15	11,417		11,432
Net loss						$ (15,100)	$ (15,100)
Balance at Dec. 31, 2015			16,866,428	1,687	81,043	(56,543)	26,187

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STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities
Net loss	$ (15,100)	$ (23,554)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services	0	12,000
Changes in operating assets and liabilities
Prepaid expenses	205	(2,500)
Accounts payable	11,221	(2,885)
Net cash used in operating activities	(3,674)	(16,939)
Cash flows from financing activities
Proceeds from related party notes	500	0
Proceeds from sale of common stock	0	18,000
Net cash provided by financing activities	500	18,000
Net change in cash	(3,174)	1,061
Cash, beginning of period	3,290	2,229
Cash, end of period	116	3,290
Supplemental cash flow information
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Supplemental disclosure of non-cash investing activities
Issuance of common stock for oil and gas lease- unproved	$ 11,432	$ 0

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NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2015

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies of Alpha Energy, Inc. (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 financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.

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 not realized revenues from its planned business activities.

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. 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.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

Revenue and Cost Recognition

The Company has no operations outside of those organizational in nature to date. The Company has not yet recognized revenues from its planned business activities.

Net Income (Loss) Per Share

Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding during the period that have a dilutive effect on net income per share. There were no potentially dilutive shares as of December 31, 2015 or 2014.

Related Party Transactions

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Share-Based Compensation

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

The Company had no stock-based compensation plans as of December 31, 2015 and 2014.

The Company’s stock based compensation for December 31, 2015 and 2014 was $0 and $12,000, 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 Company’s valuation techniques used to measure the fair value of money market funds and certain marketable equity securities were derived from quoted prices in active markets for identical assets or liabilities. The valuation techniques used to measure the fair value of all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data.

In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.

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 proved 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 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 proved reserves would significantly change.

Impairment

The net book value of all capitalized oil and natural gas properties within a cost center, less related deferred income taxes, is subject to a full cost ceiling limitation which is calculated quarterly. Under the ceiling limitation, costs may not exceed an aggregate of the present value of future net revenues attributable to proved oil and natural gas reserves discounted at 10 percent using current prices, plus the lower of cost or market value of unproved properties included in the amortization base, plus the cost of unevaluated properties, less any associated tax effects. Any excess of the net book value, less related deferred tax benefits, over the ceiling is written off as expense. Impairment expense recorded in one period may not be reversed in a subsequent period even though higher oil and gas prices may have increased the ceiling applicable to the subsequent period. At December 31, 2015 and 2014, it was not necessary to record an impairment charge.

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.

Capital Stock

The Company has authorized sixty five million (65,000,000) shares of common stock with $0.0001 par value and ten million (10,000,000) shares of preferred stock with $0.0001 par value. There were 16,866,428 and 16,714,000 shares of common stock and no shares of preferred stock issued and outstanding at December 31, 2015 and 2014, respectively.

Income Taxes

Income taxes are provided in accordance with ASC Topic 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment

Recently Issued Accounting Pronouncements

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the reporting period ended December 31, 2014.

The Company does not expect the adoption of any other recently issued accounting pronouncements to have a material impact on their financial position, results of operations or cash flows.

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GOING CONCERN

12 Months Ended

Dec. 31, 2015

GOING CONCERN

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

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 the plan described in the Business paragraph 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 and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. 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 affect upon it and its shareholders.

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INCOME TAXES

12 Months Ended

Dec. 31, 2015

Income Taxes:

Income Tax Disclosure

NOTE 3 – INCOME TAXES

The Company has losses carried forward for income tax purposes through December 31, 2015. There are no current or deferred tax expenses for the years ended December 31, 2015 and 2014 due to the Company's loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate.

Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company's ability to generate taxable income within the net operating loss carry-forward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:

Income tax provision at the federal statutory rate	35.00%
Income tax provision at the state statutory rate	4.63%
Effect on operating loss carry forward	(39.63%)
	-

Changes in the net deferred tax assets consist of the following:

	2015		2014
Net operating loss carry forward	$	43,745	$	28,645
Valuation allowance		(43,745)		(28,645)
Net deferred tax asset	$	-	$	-

A reconciliation of income taxes computed at the statutory rate is as follows:

	2015		2014
Tax at statutory rate (39.63%)	$	17,336	$	11,352
Increase in valuation allowance		(17,336)		(11,352)
Net deferred tax asset	$	-	$	-

The net federal operating loss carry forward will expire in 2033. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

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STOCK

12 Months Ended

Dec. 31, 2015

Equity:

Stockholders' Equity Note Disclosure

NOTE 4 – STOCK

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

During the year ended December 31, 2014, the Company issued a total of 160,000 common shares in exchange for services valued at $12,000 and 240,000 common shares for net cash proceeds of $18,000.

During the year ended December 31, 2015, the Company issued a total of 152,428 common shares in exchange for an oil and gas lease valued at $11,432.

There were no shares of preferred stock issued or outstanding at December 31, 2015 or 2014. There were 16,866,428 and 16,714,000 shares of common stock issued and outstanding at December 31, 2015 and 2014, respectively.

On April 10, 2015, the Company effected a 2:1 forward common stock split. There were 8,357,000 common shares issued and outstanding immediately prior to the forward split and 16,714,000 immediately after. These financial statements have been adjusted retroactively to present the effects of the split.

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RELATED PARTY TRANSATIONS

12 Months Ended

Dec. 31, 2015

RELATED PARTY TRANSATIONS:

RELATED PARTY TRANSATIONS

NOTE 5 - RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts.

On October 1, 2013, the Company entered into an oil and gas lease agreement with a related party whereby it issued 40,000 common shares on a post-split basis (20,000 pre-split) valued at $8,000 for the purchase of the lease. The lease had an original term of three years and was set to expire on October 1, 2016. However, as discussed in Note 7, the lease was extended for an additional three years on April 20, 2016.

The Company received advances from related parties totaling $500 during the year ended December 31, 2015. The advances from related parties are due on demand with no interest incurred. There was $775 and $275 due to related parties as of December 31, 2015 and 2014, respectively.

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STOCK WARRANTS

12 Months Ended

Dec. 31, 2015

Compensation Related Costs, Retirement Benefits:

Compensation and Employee Benefit Plans

NOTE 6 – STOCK WARRANTS

During the year ended December 31, 2014, the Company issued warrants in connection with common stock issued for cash. The following table summarizes all stock warrant activity for the year ended December 31, 2014 and December 31, 2015:

		Weighted-Average
		Exercise Price
	Shares	Per Share
Outstanding, December 31, 2013	260,000	$	0.125
Granted	240,000		0.125
Exercised	-		-
Forfeited	-		-
Expired	-		-
Outstanding, December 31, 2014	500,000	$	0.125
Granted	-		-
Exercised	-		-
Forfeited	-		-
Expired	-		-
Outstanding, December 31, 2015	500,000	$	0.125

The weighted average remaining contractual life of options outstanding as of December 31, 2015 and 2014, was approximately 1.05 and 2.05 years, respectively. The exercise price of these options was $0.125 and the intrinsic value of the options as of December 31, 2015 and 2014 is $0.00, respectively.

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2015

SUBSEQUENT EVENTS:

SUBSEQUENT EVENTS

NOTE 7 – SUBSEQUENT EVENTS

Subsequent to December 31, 2015, the Company received total advances from related parties of $6,100 to fund operations. The loans are non-interest bearing but interest will be paid contingent upon successful financing.

On April 20, 2016, the Company entered into a lease extension agreement with a related party to extend the term of the lease for a period of three years for consideration of $10 cash. The original lease was entered into on October 1, 2013 and set to expire on October 1, 2016. The extension is under the same terms as the original lease agreement and will expire on October 1, 2019.

On April 20, 2016, the Company entered into a lease extension agreement with an unrelated party to extend the term of the lease for a period of three years for consideration of $10 cash. The original lease was entered into on October 1, 2013 and was set to expire on October 1, 2016. The extension is under the same terms as the original lease agreement and will expire on October 1, 2019.

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NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2015

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization, Nature of Business and Trade Name

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 not realized revenues from its planned business activities.

Basis of Presentation and Use of Estimates

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. 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.

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

Revenue and Cost Recognition

Revenue and Cost Recognition

The Company has no operations outside of those organizational in nature to date. The Company has not yet recognized revenues from its planned business activities.

Net Income (Loss) Per Share

Net Income (Loss) Per Share

Basic net loss per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding during the period that have a dilutive effect on net income per share. There were no potentially dilutive shares as of December 31, 2015 or 2014.

Related Party Transactions

Related Party Transactions

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Share-Based Compensation

Share-Based Compensation

ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

The Company had no stock-based compensation plans as of December 31, 2015 and 2014.

The Company’s stock based compensation for December 31, 2015 and 2014 was $0 and $12,000, respectively.

Fair Value of Financial Instruments

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 Company’s valuation techniques used to measure the fair value of money market funds and certain marketable equity securities were derived from quoted prices in active markets for identical assets or liabilities. The valuation techniques used to measure the fair value of all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data.

In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.

Oil and natural gas properties

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 proved 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 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 proved reserves would significantly change.

Impairment

Impairment

The net book value of all capitalized oil and natural gas properties within a cost center, less related deferred income taxes, is subject to a full cost ceiling limitation which is calculated quarterly. Under the ceiling limitation, costs may not exceed an aggregate of the present value of future net revenues attributable to proved oil and natural gas reserves discounted at 10 percent using current prices, plus the lower of cost or market value of unproved properties included in the amortization base, plus the cost of unevaluated properties, less any associated tax effects. Any excess of the net book value, less related deferred tax benefits, over the ceiling is written off as expense. Impairment expense recorded in one period may not be reversed in a subsequent period even though higher oil and gas prices may have increased the ceiling applicable to the subsequent period. At December 31, 2015 and 2014, it was not necessary to record an impairment charge.

Asset retirement obligation

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.

Capital Stock

Capital Stock

The Company has authorized sixty five million (65,000,000) shares of common stock with $0.0001 par value and ten million (10,000,000) shares of preferred stock with $0.0001 par value. There were 16,866,428 and 16,714,000 shares of common stock and no shares of preferred stock issued and outstanding at December 31, 2015 and 2014, respectively.

Income Taxes

Income Taxes

Income taxes are provided in accordance with ASC Topic 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the reporting period ended December 31, 2014.

The Company does not expect the adoption of any other recently issued accounting pronouncements to have a material impact on their financial position, results of operations or cash flows.

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Schedule of income taxes differs from the amount computed by applying the statutory federal income tax rate (Tables)

12 Months Ended

Dec. 31, 2015

Schedule of income taxes differs from the amount computed by applying the statutory federal income tax rate

Schedule of income taxes differs from the amount computed by applying the statutory federal income tax rate

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:

Income tax provision at the federal statutory rate	35.00%
Income tax provision at the state statutory rate	4.63%
Effect on operating loss carry forward	(39.63%)
	-

Changes in the net deferred tax assets consist of the following:

	2015		2014
Net operating loss carry forward	$	43,745	$	28,645
Valuation allowance		(43,745)		(28,645)
Net deferred tax asset	$	-	$	-

A reconciliation of income taxes computed at the statutory rate is as follows:

	2015		2014
Tax at statutory rate (39.63%)	$	17,336	$	11,352
Increase in valuation allowance		(17,336)		(11,352)
Net deferred tax asset	$	-	$	-

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Schedule of Stock Warrants (Tables)

12 Months Ended

Dec. 31, 2015

Schedule of Stock Warrants

Schedule of summarizes all stock warrant activity

During the year ended December 31, 2014, the Company issued warrants in connection with common stock issued for cash. The following table summarizes all stock warrant activity for the year ended December 31, 2014 and December 31, 2015:

		Weighted-Average
		Exercise Price
	Shares	Per Share
Outstanding, December 31, 2013	260,000	$	0.125
Granted	240,000		0.125
Exercised	-		-
Forfeited	-		-
Expired	-		-
Outstanding, December 31, 2014	500,000	$	0.125
Granted	-		-
Exercised	-		-
Forfeited	-		-
Expired	-		-
Outstanding, December 31, 2015	500,000	$	0.125

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SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Share-Based Compensation Details
Stock based compensation	$ 0	$ 12,000
Capital Stock Details
Authorized shares of common stock	65,000,000	65,000,000
Shares of common stock par value	$ 0.0001	$ 0.0001
Shares of preferred stock	10,000,000	10,000,000
Shares of preferred stock par value	$ 0.0001	$ 0.0001
Shares of preferred stock issued and outstanding	16,866,428	16,714,000

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THE PROVISION FOR INCOME TAXES (DETAILS)	12 Months Ended
	Dec. 31, 2015
THE PROVISION FOR INCOME TAXES DETAILS
Income tax provision at the federal statutory rate	35.00%
Income tax provision at the state statutory rate	4.63%
Effect on operating loss carry forward	(39.63%)
Total Provision for income taxes	0.00%

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CHANGES IN THE NET DEFERRED TAX ASSETS (DETAILS) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
CHANGES IN THE NET DEFERRED TAX ASSETS DETAILS
Net operating loss carry forward	$ 43,745	$ 28,645
Valuation allowance	(43,745)	$ (28,645)
Net deferred tax asset	$ 0

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A RECONCILIATION OF INCOME TAXES COMPUTED AT THE STATUTORY RATE (DETAILS) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
A RECONCILIATION OF INCOME TAXES COMPUTED AT THE STATUTORY RATE (DETAILS)
Tax at statutory rate (39.63%)	$ 17,336	$ 11,352
Increase in valuation allowance	(17,336)	$ (11,352)
Net deferred tax asset	$ 0

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STOCK (DETAILS)	12 Months Ended
	Dec. 31, 2015 USD ($) $ / shares shares	Dec. 31, 2014 USD ($) shares
STOCK DETAILS
Company is authorized to issue shares of preferred stock	10,000,000
Company is authorized to issue shares of preferred stock par value | $ / shares	$ 0.0001
Company is authorized to issue shares of common stock	65,000,000
Company is authorized to issue shares of common stock par value | $ / shares	$ 0.0001
Company issued a total of common shares in exchange for services		160,000
Issued a total of common shares in exchange for services valued | $		$ 12,000
240,000 Common shares for net cash proceeds | $		$ 18,000
Common shares for the acquisition of an oil and gas lease	152,428
Common shares for the acquisition of an oil and gas lease valued at | $	$ 11,432
Shares of common stock issued and outstanding	16,866,428	16,714,000
Company effected a 2 forward common stock split for	1
Common shares issued and outstanding prior to forward split	8,357,000
Common shares issued and outstanding after to forward split	16,714,000

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RELATED PARTY TRANSACTIONS (DETAILS)	12 Months Ended
	Dec. 31, 2015 USD ($)
RELATED PARTY TRANSACTIONS DETAILS
Company received advances from related parties totaling	$ 500

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DUE TO RELATED PARTIES (DETAILS) - USD ($)	Dec. 31, 2015	Dec. 31, 2014	Oct. 01, 2013
DUE TO RELATED PARTIES DETAILS
Oil and gas lease agreement with a related party issued common shares on a post-split basis			40,000
Oil and gas lease agreement with a related party issued common shares on a pre-split basis			20,000
Oil and gas lease agreement with a related party issued common shares value			$ 8,000
Due to related parties	$ 775	$ 275

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STOCK WARRANTS (DETAILS) - $ / shares	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
STOCK WARRANTS DETAILS
Shares Outstanding	260,000	500,000	500,000
Shares Granted	240,000
Weighted-Average Exercise Price Per Share Outstanding	$ 0.125	$ 0.125	$ 0.125
Weighted-Average Exercise Price Per Share Granted	$ 0.125

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OUSTANDING AND EXERCISABLE OPTIONS (DETAILS)	Dec. 31, 2015 USD ($) $ / shares	Dec. 31, 2014 USD ($)
OUSTANDING AND EXERCISABLE OPTIONS DETAILS
Weighted average remaining contractual life of options outstanding in years	1.05	2.05
Exercise price of these options | $ / shares	$ 0.125
Intrinsic value of the options | $	$ 0.00	$ 0.00

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SUBSEQUENT EVENTS (DETAILS) - USD ($)	Apr. 20, 2016	Dec. 31, 2015
SUBSEQUENT EVENTS DETAILS
Company received total advances from related parties to fund operations		$ 6,100
Company entered into a lease extension agreement with a related party of three years for cash	$ 10