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 March 31, 2024.

☐	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 May 15, 2024, was 21,794,178.

Explanatory Note

This Report on Form 10-Q is filed without the Financial Statements having been reviewed by a registered independent accounting firm as required by Article 10 of Regulation S-X. An amendment will be filed after completion of the review. The Company is actively trying to engage a registered independent accounting firm as required by Article 10 of Regulation S-X after the BF Borgers SEC’s staff statement https://www.sec.gov/news/statement/staff-statement-borgers-05032024 to maintain compliance with the SEC and the Company’s dismissal as filed on form 8-K.

	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	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	15
Item 4.	Controls and Procedures	15

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17

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)

	March 31, 2024			December 31, 2023

Assets
Current assets:
Cash and cash equivalents	$	5,530		$	5,218
Joint interest billing receivable		-			21,284
Prepaid assets and other current assets		81,256			89,320
Total current assets		86,786			115,822

Noncurrent assets:
Property and equipment, net		40,555			43,513
Oil and gas property, proved and unproved, full cost		1,823,294			1,814,363
Total noncurrent assets		1,863,849			1,857,876

Total assets	$	1,950,635		$	1,973,698

Liabilities and Stockholders' Deficit

Current liabilities:
Accounts payable and accrued expenses	$	1,030,155		$	1,062,239
Accounts payable and accrued expenses-related party		24,462			-
Interest payable - related parties		183,660			136,100
Subscription liability		-			6,000
Subscription liability - related party		-			40,000
Convertible credit line payable - related party		1,199,330			957,458
Convertible note payable		1,210,000			1,210,000
Total current liabilities		3,647,607			3,411,797

Senior secured convertible notes payable, related party, net of discount of $0 and $15,993, respectively		1,319,959			1,303,967
Asset retirement obligation		6,856			5,938
Total liabilities		4,974,422			4,721,702

Commitments and contingencies

Stockholders' deficit:
10,000,000
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 21,794,178 and 21,788,178 shares issued and outstanding, respectively		21,794			21,742
Additional paid-in capital		6,810,456			6,571,011
Accumulated deficit		(9,856,037	)		(9,340,757	)
Total stockholders' deficit		(3,023,787	)		(2,748,004	)

Total liabilities and stockholders' deficit	$	1,950,635		$	1,973,698

See accompanying notes to the consolidated financial statements.

Truleum, Inc.

(Formerly Alpha Energy, Inc.)

Consolidated Statements of Operations

For the three months ended March 31, 2024 and 2023

(Unaudited)

	March 31, 2024			March 31, 2023

Oil and gas sales	$	8,458		$	71,716

Lease operating expenses		36,361			179,441
Gross loss		(27,903	)		(107,725	)

Operating expenses:
Professional services		113,880			110,483
Board of director fees		196,497			36,000
General and administrative		111,803			151,530

Total operating expenses		422,180			298,013

Loss from operations		(450,083	)		(405,738	)

Other income (expense):
Other income		-			1,139
Interest expense		(65,197	)		(55,223	)
Total other income (expense)		(65,197	)		(54,084	)

Net loss	$	(515,280	)	$	(459,822	)

Loss per share:
Basic	$	(0.02	)	$	(0.02	)
Diluted	$	(0.02	)	$	(0.02	)

Weighted average shares outstanding:
Basic		21,765,689			21,653,326
Diluted		21,765,689			21,653,326

See accompanying notes to the consolidated financial statements.

Truleum, Inc.

(Formerly Alpha Energy, Inc.)

Consolidated Statements of Stockholders' Deficit

For the three months ended March 31, 2024 and 2023

(Unaudited)

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

Balance, December 31, 2023		21,742,178	$	21,742	$	6,571,011	$	(9,340,757	)	$	(2,748,004	)

Shares issued for subscription liability		6,000		6		45,994		-			46,000

Stock-based compensation		46,000		46		193,451		-			193,497

Net loss		-		-		-		(515,280	)		(515,280	)

Balance, March 31, 2024		21,794,178		21,794		6,810,456		(9,856,037	)		(3,023,787	)


Balance, December 31, 2022 - As revised		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	)

See accompanying notes to the consolidated financial statements.

Truleum, Inc.

(Formerly Alpha Energy, Inc.)

Consolidated Statements of Cash Flows

For the three months ended March 31, 2024 and 2023

(Unaudited)

	March 31, 2024			March 31, 2023


Cash flows from operating activities:
Net loss	$	(515,280	)	$	(459,822	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		193,497			62,000
Depreciation expense		(5,973	)		6,107
Amortization of debt discount		15,992			25,703
Asset retirement obligation expense		918			-
Changes in operating assets and liabilities:
Joint interest billing receivable		21,284			750
Prepaid expenses and other current assets		8,064			(12,531	)
Accounts payable		(7,622	)		331,559
Accounts payable-related party		-			25,885
Subscription liability		-			-
Subscription liability - related party		-			-
Interest payable		47,560			23,596
Net cash used in operating activities		(241,560	)		3,247

Cash flows from investing activities:
Cash paid for purchase of property and equipment		-			-
Acquisition of oil and gas property		-			(82,140	)
Net cash used in investing activities		-			(82,140	)

Cash flows from financing activities:
Proceeds from convertible credit line, related party		241,872			-
Net cash provided by financing activities		241,872			-

Net change in cash and cash equivalents		312			(78,893	)

Cash and cash equivalents, at beginning of period		5,218			95,362

Cash and cash equivalents, at end of period	$	5,530		$	16,469

Supplemental disclosures of cash flow information:
Cash paid for interest	$	32,419		$	-
Cash paid for income taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:

Debt discount on senior secured convertible notes payable - related party	$	-		$	-
Advances and other liabilities converted to senior secured convertible notes payable, related party	$	-		$	-
Extinguishment of derivative liability	$	-		$	-

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, 2023 and 2022 which are included on the Form 10-K filed on April 5, 2024. In the opinion of management, all adjustments which include normal recurring adjustments, necessary to present fairly the financial position, results of operations, and cash flows for the periods shown have been reflected herein. The results of operations for the three months ended March 31, 2024 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, 2023, and 2022 have been omitted.

On April 27, 2023, the Company amended its articles of incorporation to change their name from Alpha Energy, Inc. to Truleum, Inc.

Principles of Consolidation

Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiary, Alpha Energy Texas Operating, LLC. All intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

Basic and Diluted Loss per share

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings (Loss) per Share”. Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the three months ended March 31, 2024 and 2023, there were 263,992 shares issuable from the senior secured convertible notes payable and 655,870 and 0 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 March 31, 2024 and December 31, 2023 consisted of the following:

	Balance					Balance
Account	12/31/2023			Additions		03/31/2024
Leasehold Improvements - Chicorica	$	40,000		$	-	$	40,000
Leasehold Improvements - Undeveloped		63,973			-		63,973
Lease Acquisition and Development Costs - Logan County		1,739,404			-		1,741,669
Asset retirement obligation – true-up		1,348			-		1,348
(Accumulated depletion)		(30,362	)		-		(30,362	)
Total oil and gas related assets	$	1,814,363		$	-	$	1,814,363

NOTE 4 – RELATED PARTY TRANSACTIONS

Accounts Payable and Accrued Expenses - Related Parties

As of March 31, 2024 and December 31, 2023, there were no advances due to related parties for either period and $24,462 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 Mr. Leaver.

Subscription Liability – Related Party

On January 12, 2024, the Company issued 40,000 shares of its common stock to Company director Mark Timm as a bonus effective December 31, 2023; this amount of $40,000 was recorded as a subscription liability – related party on the balance sheet as of year-end.

Senior Secured Convertible Notes Payable – Related Party

AEI Management, Inc.

On February 25, 2022, the Company entered into a secured senior secured convertible note with AEI for the purchase and sale of convertible promissory notes (“Convertible Note”) in the principal amount of $5,000,000. The 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, the Company would issue the noteholder 1,000,000 shares of common stock. The Convertible Note bears interest at a rate of 7.25% per annum, is paid on a quarterly basis, and has a maturity date of December 31, 2024. The Convertible Note is secured by certain oil and gas leases, lands, minerals and other properties of the Company, subject to prior liens and security interests. During the year ended December 31, 2022, $413,206 from a related party was 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 a derivative due to the possibility of insufficient shares available at conversion to settle the note. The day one derivative liability was $65,262, which was recorded as a discount; for the years ended December 31, 2023 and 2022, the Company amortized $32,631 and $27,624, respectively, of the discount as interest expense. As of March 31, 2024 and December 31, 2023, the unamortized discount was $0 and $5,006, respectively. The outstanding principal balance on the senior secured convertible notes payable as of March 31, 2024 and December 31, 2023 was $413,206 as of both dates.

20 Shekels, Inc.

On February 25, 2022, Mr. Leaver assigned a $406,750 promissory note and advances of $500,000 to 20 Shekels. 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 December 31, 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 is 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; for the years ended December 31, 2023 and 2022, the Company amortized $71,607 and $60,621, respectively, of the discount as interest expense. As of March 31, 2024 and December 31, 2023 , the unamortized discount was $ 0 and $ 10,986, respectively. The outstanding principal balance on the senior secured convertible notes payable as of March 31, 2024 and December 31, 2023 was $906,754 as of both dates.

As of March 31, 2024 and December 31, 2023, the senior secured convertible notes payable balance, net of discount was $1,215,722 with accrued interest of $23,596 and $79,225 , respectively.

Convertible Credit Line – Related Party

AEI Acquisition Company, LLC

On June 1, 2021, the Company entered into a new convertible credit line agreement with AEI Acquisition Company, LLC. (“AEI”), the Company’s majority shareholder, to borrow up to $1,500,000; the agreement has a maturity date of June 1, 2023. The outstanding balance accrues interest at a rate of 7% per annum and the outstanding balance is convertible to common stock of the Company at the lesser of the close price of the common stock as quoted on the OTCBB on the day interest is due and payable immediately preceding the conversion or $4.00. The Company analyzed the conversion option in the convertible line of credit for derivative accounting consideration under ASC 815, Derivative and Hedging, and determined that the transaction does qualify for derivative treatment. The Company evaluated the new convertible credit line for debt modification in accordance with ASC 470-50 and concluded that the debt qualified for debt modification as the borrowing capacity under the new credit line is greater than the borrowing capacity under the original credit line. There were no fees paid to the creditor and no unamortized deferred costs on the original credit line. Accordingly, no expense was recognized in connection with the transaction.

During the year ended December 31, 2022, the Company amortized $11,100 of the discount as interest expense, and as of December 31, 2022, the unamortized discount was $0. During the year ended December 31, 2022, the Company repaid $168,328 of principal on the convertible credit line and $53,275 of accrued interest and as of December 31, 2022, the outstanding principal balance on the convertible credit line was $0. See discussion of derivative liability in Note 8 – Derivative Liability.

On February 11, 2023, the Company and AEI entered into an amendment to the convertible revolving credit line (the “First Amendment”), which provided 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. On May 30, 2023 and January 8, 2024, the Company and AEI entered into second and third amendments to the convertible revolving credit line, which extended the maturity dates of the lines to December 31, 2023 and January 1, 2025, respectively. As of March 31, 2024, the Company has drawn $878,430 on the convertible note, with accrued interest of $35,235.

20 Shekels, Inc.

On October 23, 2023, the Company entered into a new revolving credit facility with 20 Shekels, Inc. (“20 Shekels”), an affiliated company, to borrow up to $500,000; the agreement has a maturity date of October 1, 2024, will accrue interest at a rate of 12% per annum and the outstanding balance is convertible to common stock of the Company at the lesser of $5.00 per share or a 10% discount to a 3-day volume weighted price average subject to adjustment as provided in the note agreement. Since May 16, 2023, 20 Shekels has made loans in favor of the Company in the amounts of principal and accrued interest totaling $142,235 as of October 3, 2023 (the date these amounts were evaluated for incorporation into the credit facility); such amounts will be consolidated and incorporated into the indebtedness covered by this facility. As of March 31, 2024, the Company has a balance of $320,901, with accrued interest of $23,461.

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.

During 2022 and through June 30, 2023, the Company compensated each director with 4,000 shares of common stock per month (see discussion below of revised Board of Director compensation plan). For the years ended December 31, 2023 and 2022, the Company issued 72,000 and 156,000 shares of common stock for a total of $72,000 and $156,000, respectively, as board of director compensation related to this plan.

On September 2, 2022, the Company entered into a six-month agreement with a consultant that included the issuance of 60,000 common shares; such shares were issued as of December 31, 2022. During the years ended December 31, 2023 and 2022, the Company recognized $20,000 and $40,000, respectively, of expense related to this agreement.

On October 15, 2022, the Company entered into a one-year agreement with a consultant. Per the agreement, the Company will compensate the consultant $10,000 and issue 2,000 common shares per month. During the year ended December 31, 2023, the Company issued 18,000 common shares, recorded a subscription liability for $6,000 and expense of $24,000 related to this agreement. During the year ended December 31, 2022, the Company issued $5,000 shares and recorded $5,000 of expense 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 for an aggregate amount of $354,260.

On July 1, 2023, the Company adopted a revised Board of Directors compensation plan, replacing the previous director compensation plan, which provided monthly grants to non-employee directors (see discussion above). Under the new plan, each director receives compensation for their service on the Board and 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. See details of stock options below.

Stock Options

The following table summarizes the stock option activity for the nine months ended March 31, 2024:

	Number of Options		Weighted Average Exercise Price Per Share

Outstanding at December 31, 2023		134,145	$	2.86
Granted		37,875		3.33
Exercised		–		–
Forfeited and expired		–		–
Outstanding at March 31, 2024		172,020	$	3.10

On September 30, 2023, the Company granted a total of 96,060 options to the Company’s board of directors, or 19,212 options each to Robert J. Flynn, Jr., Lacie Kellogg, Mark Timm, Isaac Dietrich and Richard Nummi. The options have a ten-year term and have an exercise price of $2.01 per share. The fair value of the 96,060 options at issuance was $187,501. The Company valued the options using the Black-Scholes model with the following key assumptions: a fair value stock price of $2.01, an exercise price of $2.01, a term of ten years, volatility of 182%, a discount rate of 4.61% and a dividend yield of 0%.

On December 29, 2023, the Company granted a total of 38,085 options to the Company’s board of directors, or 7,617 options each to Robert J. Flynn, Jr., Lacie Kellogg, Mark Timm, Isaac Dietrich and Richard Nummi. The options have a ten-year term and have an exercise price of $5.00 per share. The fair value of the 38,085 options at issuance was $187,510. The Company valued the options using the Black-Scholes model with the following key assumptions: a fair value stock price of $5.00, an exercise price of $5.00, a term of ten years, volatility of 204%, a discount rate of 3.84% and a dividend yield of 0%.

On March 31, 2024, the Company granted a total of 37,875 options to the Company’s board of directors, or 7,575 options each to Robert J. Flynn, Jr., Lacie Kellogg, Mark Timm, Isaac Dietrich and Richard Nummi. The options have a ten-year term and have an exercise price of $5.00 per share. The fair value of the 37,875 options at issuance was $187,497. The Company valued the options using the Black-Scholes model with the following key assumptions: a fair value stock price of $5.00, an exercise price of $5.00, a term of ten years, volatility of 216%, a discount rate of 4.21% and a dividend yield of 0%.

As of March 31, 2024, the outstanding stock options have a weighted average remaining term of 9.3 years and have no aggregate intrinsic value.

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 Oil & Gas, Inc. ("Pure”) and ZQH Holding, LLC ("ZQH”) to acquire oil and gas assets in Rogers County Oklahoma (the "Project”) in consideration of a purchase price of $1,000,000. The operator of the Project and owner of the residual working interest is Premier Gas Company, LLC ("Premier”). As of December 31, 2020, the Company fully impaired the Project due to the lack of funds for development. On July 6, 2020, Premier filed a mechanic’s lien in Rogers County alleging past unpaid invoices. During 2021 the Company notified ZQH that title research revealed that the assets covered by the PSA are not valid or in effect and were not valid or in effect at the time the PSA was executed and denied effectiveness of the PSA and further notified ZQH that the Company had no continuing obligations and no further obligation under the $1,210,000 principal amount promissory note therefore issued in connection with the PSA as a result. There can be no assurance that Pure and ZQH do not dispute our conclusions and assert claims against us including potential litigation.

Since June 1, 2021, no further extension agreements have been entered into and as of March 31, 2024 and December 31, 2023, the convertible note payable balance was $1,210,000 with accrued interest of $22,882 for both dates. 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 – LITIGATION

On May 23, 2023 a complaint was filed against the Company in the Probate Court of Harris County, Texas by Ernest Berger, as Independent Executor of the Estate of John Lepin. The Complaint was filed pursuant to the Texas Estates Code Section 351.054 and alleges breach of an employment agreement with John Lepin who resigned from the Company in 2022, among other claims for unpaid compensation. The Complaint seeks payment of $39,247, issuance of 22, 250 shares of common stock, an indeterminate amount of royalty payments, and attorneys fees, costs and expenses, as well as interest and such other relief as the court may award. The answer was filed August 8, 2023. The company is disputing the litigation and believes at this point the result is undeterminable. As a result, no accrual has been made.

NOTE 8 – SUBSEQUENT EVENTS

None.

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 March 31, 2024, we had total current assets of $86,876 and total current liabilities of $3,647,607.

The Company had $(241,560) of cash during the three months ended March 31, 2024, compared to $3,247 during the same period in 2023. Net cash used in operating activities during the three months ended March 31, 2024 was mainly comprised of our $515,280 net loss during the period, adjusted by non-cash charges of $193,497 for stock-based compensation, amortization of debt discounts in the amount of $15,992, and depreciation and depletion net change of $(5,973).

The Company generated cash of $241,872 from financing activities during the three Months ended March 31, 2024 which consisted of proceeds from advances from related parties. The Company had no cash flows from financing activities during the three months ended March 31, 2023.

The Company used cash of $82,140 for investing activities during the three months ended March 31, 2023 which consisted of the acquisition of oil and gas property.

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 revenue of $8,458 and $71,716 during the three months ended March 31, 2024 and 2023, respectively. Lease operating expenses were $36,361 and $179,441 during the three months ended March 31, 2024 and 2023, respectively. Total operating expenses were $422,180 during the three months ended March 31, 2024 compared to $298,013 during the same period in 2023. The increase in operating expense was due to an increase in Board of Directors Fees offset by a decrease of $39,727 in general and administrative expenses and an increase of $3,397 Professional Fees.

Off-Balance sheet arrangements

As of March 31, 2024, 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 2023 appearing in our Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls

The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

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 March 31, 2024. 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 March 31, 2024.

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 March 31, 2024 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

On May 23, 2023 a complaint was filed against the Company in the Probate Court of Harris County, Texas by Ernest Berger, as Independent Executor of the Estate of John Lepin. The Complaint was filed pursuant to the Texas Estates Code Section 351.054 and alleges breach of an employment agreement with John Lepin who resigned from the Company in 2022, among other claims for unpaid compensation. The Complaint seeks payment of $39,247, issuance of 22, 250 shares of common stock, an indeterminate amount of royalty payments, and attorneys fees, costs and expenses, as well as interest and such other relief as the court may award. The answer was filed August 8, 2023. The company is disputing the litigation and believes at this point the result is undeterminable. As a result, no accrual has been made.

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, 2023, which could materially affect our business, financial position, or future results of operations. The risks described 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, 2023.

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 to Articles of Incorporation of the Company dated April 27, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC June 2, 2023).
3.2 **	Amended and Restated Articles of Incorporation of the Company dated April 27, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated April 25, 2023 filed with the SEC on May 1, 2023).
3.3 **	Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on April 4, 2022).
10.1 **	Exchange Agreement, dated December 31, 2022, by and between Truleum, Inc and 20 Shekels, Inc. (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed on February 14, 2023).
10.2 **	Exchange Agreement, dated December 31, 2022, by and between Truleum, Inc. and AEI Management Inc. (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed on February 14, 2023).
10.3 **	Note Purchase Agreement, dated December 31, 2022, by and between Truleum, Inc. and 20 Shekels, Inc. (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 filed on February 14, 2023).
10.4 **	Note Purchase Agreement, dated December 31, 2022, by and between Truleum, Inc. and AEI Management, Inc. (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 filed on February 14, 2023).
10.5 **	7.25% Senior Secured Convertible Note due December 31, 2024, dated December 31, 2022, issued by Truleum, Inc. to 20 Shekels Inc., in the amount of $906,754 (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed on February 14, 2023).
10.6 **	7.25% Senior Secured Convertible Note due December 31, 2024, dated December 31, 2022, issued by Truleum, Inc. to AEI Management, Inc., in the amount of $403,216 (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed on February 14, 2023).
10.7 **	Security Agreement, dated December 31, 2022, made by Truleum, Inc. in favor of 20 Shekels, Inc. (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed on February 14, 2023).
10.8 **	Security Agreement, dated December 31, 2022, made by Truleum, Inc. in favor of AEI Management, Inc. (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 filed on February 14, 2023).
10.9 **	Purchase and Sale Agreement between the Company and Progressive Well Service, LLC, dated February 17, 2022 (incorporated by reference to Exhibit 10.1 to Registrant’s Annual Report on Form 10-K, filed with the SEC on April 4, 2022).
10.10 **	Form of $1.00 per share Subscription Agreement. (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 filed on February 14, 2023).
10.11 **	Consulting Agreement by and between Fidare Consulting Group, LLC and the Company effective September 2, 2022 (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 filed on February 14, 2023).
10.12 **	Consultant Engagement Agreement by and between the Company and Jay Leaver, an individual, acting in his capacity as a representative of Leaverite Exploration, Inc., dated June 1, 2020 (incorporated by reference to Exhibit 10.13 to Registrant’s Annual Report on Form 10-K, filed on April 4, 2022).
10.13 **	Consulting Agreement by and between Matador Wellsite Consulting, LLC and the Company dated October 15, 2022. (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed on February 14, 2023).
10.14 **	Gathering and Processing Agreement Between Truleum, Inc. and ETC Texas Pipeline, LTD, dated August 1, 2023 (as amended by Aid In Processing Agreement dated as of November 1, 2022) (incorporated by reference to Exhibit 10.14 to the Registration Statement on February 14, 2023).
10.15 **	Crude Oil Purchasing Agreement between Truleum, Inc. and Energy Transfer Crude Marketing LLC, dated June 7, 2022. (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 filed on February 14, 2023).
10.16 **	Revolving Credit Note dated June 1, 2021, with AEI Acquisition Company, LLC (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 1, 2022).
10.17 **	First Amendment to Revolving Credit Note dated February 11, 2023 with AEI Acquisition Company, LLC (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the SEC on February 16, 2022).
10.18 **	Second Amendment to Revolving Credit Note dated as of May 30, 2023 with AEI Acquisition Company, LLC. (Incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 filed on August 3, 2023).

10.19 **	Employment Agreement by and between the Truleum, Inc. and John Lepin, dated October 27, 2018 (incorporated by reference to Exhibit 10.18 to Registrant’s Current Report on Form 8-K, filed with the SEC on October 29, 2018).
10.20 **	Assignment of LLC Membership Interest Truleum Texas Operating, LLC. (incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-1 filed on February 14, 2022).
10.21 **	2022 Equity Incentive Plan (incorporated by reference to Exhibit A to the Company’s Information Statement on Schedule 14C filed with the SEC on November 21, 2022).
10.22 **	Reserve Report dated October 14, 2023 effective December 31, 2022, of Liquid Gold Technologies Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2023).
10.23 **	Indemnification Agreement by and between Alpha Energy, Inc. and Isaac Dietrich dated as of February 27, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 2, 2023).
10.24 **	Board of Directors Agreement, by and between Truleum, Inc. and Robert Flynn, dated July 1, 2023. (Incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1 filed on August 3, 2023).
10.25 **	Board of Directors Agreement, by and between Truleum, Inc. and Mark Timm dated July 1, 2023. (Incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1 filed on August 3, 2023).
10.26 **	Board of Directors Agreement, by and between Truleum, Inc. and Lacie Kellogg dated July 1, 2023. (Incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 filed on August 3, 2023).
10.27 **	Board of Directors Agreement, by and between Truleum, Inc. and Isaac Dietrich dated July 1, 2023. (Incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-1 filed on August 3, 2023).
10.28 **	Indemnification Agreement, by and between Truleum, Inc. and Robert Flynn dated May 1, 2023. (Incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1 filed on August 3, 2023).
10.29 **	Indemnification Agreement, by and between Truleum, Inc. and Mark Timm dated May 1, 2023. (Incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1 filed on August 3, 2023).
10.30 **	Indemnification Agreement, by and between Truleum, Inc. and Lacie Kellogg dated May 1, 2023. (Incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1 filed on August 3, 2023).
10.31 **	Indemnification Agreement, by and between Truleum, Inc. and Isaac Dietrich dated May 1, 2023 (Incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement on Form S-1 filed on August 3, 2023).
10.32**	Reserve Report dated March 27, 2024, effective December 31, 2023, of Pinnacle Energy Services, LLC
31.1*	Certificate of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2*	Certification Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
32.1*	Certificate of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.2*	Certification Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Previously filed.

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: May 15, 2024

	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 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: May 15, 2024

/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: May 15, 2024

/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 March 31, 2024, 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: May 15, 2024

/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: May 15, 2024

/s/ Lacie Kellogg

Lacie Kellogg

Principal Financial and Accounting Officer

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2024	May 15, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
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)		21,794,178
Entity Central Index Key	0000855787
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 5,530	$ 5,218
Joint interest billing receivable	0	21,284
Prepaid assets and other current assets	81,256	89,320
Total current assets	86,786	115,822
Noncurrent assets:
Property and equipment, net	40,555	43,513
Oil and gas property, unproved, full cost	1,823,294	1,814,363
Total noncurrent assets	1,863,849	1,857,876
Total assets	1,950,635	1,973,698
Current liabilities:
Convertible credit line payable - related party	1,199,330	957,458
Convertible note payable	1,210,000	1,210,000
Total current liabilities	3,647,607	3,411,797
Asset retirement obligation	6,856	5,938
Total liabilities	4,974,422	$ 4,721,702
Commitments and Contingencies
Stockholders' deficit:
Preferred Stock, Shares Authorized (in shares)	10,000,000	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 21,742,178 and 21,653,326 shares issued and outstanding, respectively	21,794	21,742
Additional paid-in capital	6,810,456	6,571,011
Accumulated deficit	(9,856,037)	(9,340,757)
Total stockholders' deficit	(3,023,787)	(2,748,004)
Total liabilities and stockholders' deficit	1,950,635	1,973,698
Secured Senior Secured Convertible Note [Member]
Current liabilities:
Senior secured convertible notes payable, related party, net of discount of $42,266 and $120,231, respectively	1,319,959	1,303,967
Nonrelated Party [Member]
Current liabilities:
Accounts payable and accrued expenses	1,030,155	1,062,239
Subscription liability	0	6,000
Related Party [Member]
Current liabilities:
Accounts payable and accrued expenses	24,462	0
Interest payable - related parties	183,660	136,100
Subscription liability	$ 0	$ 40,000

Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
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
Preferred Stock, Shares Authorized (in shares)	10,000,000	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)	21,794,178	21,788,178
Common Stock, Shares, Outstanding (in shares)	21,794,178	21,788,178
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	$ 0	$ 15,993

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Oil and gas sales	$ 8,458	$ 71,716
Lease operating expenses	36,361	179,441
Gross loss	(27,903)	(107,725)
Operating expenses:
Professional services	113,880	110,483
Board of director fees	196,497	36,000
General and administrative	111,803	151,530
Total operating expenses	422,180	298,013
Loss from operations	(450,083)	(405,738)
Other income (expense):
Other income	0	1,139
Interest expense	(65,197)	(55,223)
Total other income (expense)	(65,197)	(54,084)
Net loss	$ (515,280)	$ (459,822)
Loss per share:
Basic (in dollars per share)	$ (0.02)	$ (0.02)
Diluted (in dollars per share)	$ (0.02)	$ (0.02)
Weighted average shares outstanding:
Basic (in shares)	21,765,689	21,653,326
Diluted (in shares)	21,765,689	21,653,326

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, 2022	21,653,326
Balance at Dec. 31, 2022	$ 21,653	$ 5,731,830	$ (7,092,107)	$ (1,338,624)
Net loss	0	0	(459,822)	(459,822)
Stock-based compensation	$ 0	62,000	0	62,000
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)
Balance (in shares) at Dec. 31, 2023	21,742,178
Balance at Dec. 31, 2023	$ 21,742	6,571,011	(9,340,757)	(2,748,004)
Shares issued for subscription liability (in shares)	6,000
Shares issued for subscription liability	$ 6	45,994		46,000
Stock-based compensation (in shares)	46,000
Stock-based compensation	$ 46	193,451	0	193,497
Net loss	$ 0	0	(515,280)	(515,280)
Balance (in shares) at Mar. 31, 2024	21,794,178
Balance at Mar. 31, 2024	$ 21,794	$ 6,810,456	$ (9,856,037)	$ (3,023,787)

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (515,280)	$ (459,822)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	193,497	62,000
Depreciation expense	(5,973)	6,107
Amortization of debt discount	15,992	25,703
Asset retirement obligation expense	918	0
Changes in operating assets and liabilities:
Joint interest billing receivable	21,284	750
Prepaid expenses and other current assets	8,064	(12,531)
Accounts payable	(7,622)	331,559
Accounts payable-related party	0	25,885
Interest payable	47,560	23,596
Net cash used in operating activities	(241,560)	3,247
Cash flows from investing activities:
Cash paid for purchase of property and equipment	0	0
Acquisition of oil and gas property	0	(82,140)
Net cash used in investing activities	0	(82,140)
Cash flows from financing activities:
Proceeds from convertible credit line, related party	241,872	0
Net cash provided by financing activities	241,872	0
Net change in cash and cash equivalents	312	(78,893)
Cash and cash equivalents, at beginning of period	5,218	95,362
Cash and cash equivalents, at end of period	5,530	16,469
Supplemental disclosures of cash flow information:
Cash paid for interest	32,419	0
Cash paid for income taxes	0	0
Supplemental disclosure of non-cash investing and financing activities:
Debt discount on senior secured convertible notes payable – related party and convertible credit line payable – related party	0	0
Extinguishment of derivative liability	0	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	0
Nonrelated Party [Member]
Changes in operating assets and liabilities:
Subscription liability	0	0
Related Party [Member]
Changes in operating assets and liabilities:
Subscription liability	$ 0	$ 0

Note 1 - Basis of Presentation

3 Months Ended

Mar. 31, 2024

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

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

Note 2 – GOING CONCERN

Note 3 - Oil and Gas Properties

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Oil and Gas, Property and Equipment [Text Block]

NOTE 3 – OIL AND GAS PROPERTIES

Oil and gas properties at March 31, 2024 and December 31, 2023 consisted of the following:

	Balance					Balance
Account	12/31/2023			Additions		03/31/2024
Leasehold Improvements - Chicorica	$	40,000		$	-	$	40,000
Leasehold Improvements - Undeveloped		63,973			-		63,973
Lease Acquisition and Development Costs - Logan County		1,739,404			-		1,741,669
Asset retirement obligation – true-up		1,348			-		1,348
(Accumulated depletion)		(30,362	)		-		(30,362	)
Total oil and gas related assets	$	1,814,363		$	-	$	1,814,363

Note 4 - Related Party Transactions

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

NOTE 4 – RELATED PARTY TRANSACTIONS

Accounts Payable and Accrued Expenses - Related Parties

Subscription Liability – Related Party

Senior Secured Convertible Notes Payable – Related Party

AEI Management, Inc.

20 Shekels, Inc.

As of March 31, 2024 and December 31, 2023, the senior secured convertible notes payable balance, net of discount was $1,215,722 with accrued interest of $23,596 and $79,225 , respectively.

Convertible Credit Line – Related Party

AEI Acquisition Company, LLC

20 Shekels, Inc.

Note 5 - Common Stock

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Equity [Text Block]

NOTE 5 – COMMON STOCK

Stock Options

The following table summarizes the stock option activity for the nine months ended March 31, 2024:

	Number of Options		Weighted Average Exercise Price Per Share

Outstanding at December 31, 2023		134,145	$	2.86
Granted		37,875		3.33
Exercised		–		–
Forfeited and expired		–		–
Outstanding at March 31, 2024		172,020	$	3.10

As of March 31, 2024, the outstanding stock options have a weighted average remaining term of 9.3 years and have no aggregate intrinsic value.

Note 6 - Convertible Notes Payable

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Short-Term Debt [Text Block]

NOTE 6 –CONVERTIBLE NOTES PAYABLE

Note 7 - Litigation

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Legal Matters and Contingencies [Text Block]

Note 7 – LITIGATION

Note 8 - Subsequent Events

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE 8 – SUBSEQUENT EVENTS

None.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]	ITEM 5. OTHER INFORMATION None.
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Note 3 - Oil and Gas Properties (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Property, Plant and Equipment [Table Text Block]

	Balance					Balance
Account	12/31/2023			Additions		03/31/2024
Leasehold Improvements - Chicorica	$	40,000		$	-	$	40,000
Leasehold Improvements - Undeveloped		63,973			-		63,973
Lease Acquisition and Development Costs - Logan County		1,739,404			-		1,741,669
Asset retirement obligation – true-up		1,348			-		1,348
(Accumulated depletion)		(30,362	)		-		(30,362	)
Total oil and gas related assets	$	1,814,363		$	-	$	1,814,363

Note 5 - Common Stock (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	Number of Options		Weighted Average Exercise Price Per Share

Outstanding at December 31, 2023		134,145	$	2.86
Granted		37,875		3.33
Exercised		–		–
Forfeited and expired		–		–
Outstanding at March 31, 2024		172,020	$	3.10

Note 1 - Basis of Presentation (Details Textual) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2023
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	655,870	0
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) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Property and equipment, net	$ 40,555	$ 43,513
Leasehold Improvements Oil And Gas Properties, Unproved [Member] \| Chicorica, LLC [Member]
Oil and gas related assets	40,000	40,000
Oil and gas related assets, additions	0
Leasehold Improvements Oil And Gas Properties, Unproved [Member] \| Undeveloped [Member]
Oil and gas related assets	63,973	63,973
Oil and gas related assets, additions	0
Lease Acquisition Costs Logan County Project, Unproved [Member]
Oil and gas related assets	1,741,669	1,739,404
Oil and gas related assets, additions	0
Asset Retirement Obligation, True-up [Member]
Oil and gas related assets	1,348	1,348
Oil and gas related assets, additions	0
Oil and Gas Properties [Member]
(Accumulated depletion)	(30,362)	(30,362)
(Accumulated depletion), additions	0
Property and equipment, net	$ 1,814,363	$ 1,814,363

Note 4 - Related Party Transactions (Details Textual)				3 Months Ended		12 Months Ended
Note 4 - Related Party Transactions (Details Textual)	Jan. 12, 2024 shares	Apr. 10, 2023 USD ($) $ / shares shares	Feb. 25, 2022 USD ($) $ / shares	Mar. 31, 2024 USD ($) $ / shares	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Oct. 23, 2023 USD ($) $ / shares	Oct. 03, 2023 USD ($)	Feb. 11, 2023 $ / shares	Jun. 01, 2021 USD ($)
Stock Issued During Period, Value, Settlement of Liabilities				$ 46,000
Amortization of Debt Discount (Premium)				$ 15,992	$ 25,703
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares				$ 0.001			$ 0.001			$ 0.001
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	0
Secured Senior Secured Convertible Note [Member]
Debt Instrument, Face Amount			$ 5,000,000
Debt Instrument, Convertible, Conversion Price \| $ / shares			$ 5							$ 1.5
Debt Instrument, Convertible, Number of Equity Instruments			1,000,000
Debt Instrument, Interest Rate, Stated Percentage			7.25%
Debt Instrument, Unamortized Discount			$ 65,262	0			$ 5,006
Amortization of Debt Discount (Premium)				32,631	27,624
Long-Term Debt, Gross				413,206			413,206
Notes Payable				1,215,722			1,215,722
Interest Payable				23,596			79,225
Convertible Credit Line Payable, Related Party [Member]
Debt Instrument, Face Amount											$ 1,500,000
Debt Instrument, Interest Rate, Stated Percentage											7.00%
Debt Instrument, Unamortized Discount						$ 0
Interest Payable				35,235		53,275
Interest Paid, Capitalized, Investing Activities						11,100
Repayments of Long-Term Lines of Credit						168,328
Long-Term Line of Credit				878,430		$ 0
Revolving Credit Facility 20 Shekels [Member]
Debt Instrument, Face Amount								$ 500,000
Debt Instrument, Convertible, Conversion Price \| $ / shares								$ 5
Debt Instrument, Interest Rate, Stated Percentage								12.00%
Notes Payable				320,901
Interest Payable				23,461					$ 142,235
Leaverite Exploration [Member]
Accounts Payable				24,462
President [Member]
Stock Issued During Period, Shares, Settlement of Liabilities \| shares		70,852
Shares Issued, Price Per Share \| $ / shares		$ 5
Stock Issued During Period, Value, Settlement of Liabilities		$ 354,260
President [Member] \| Related Party Advances Converted into 7.25% Note [Member]
Debt Conversion, Original Debt, Amount			500,000
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
President [Member] \| Secured Senior Secured Convertible Note [Member]
Debt Instrument, Interest Rate, Stated Percentage			7.25%
Debt Instrument, Unamortized Discount			$ 143,214	0			10,986
Amortization of Debt Discount (Premium)				71,607	$ 60,621
Long-Term Debt, Gross				$ 906,754			906,754
Director [Member]
Stock Issued During Period, Shares, Issued for Services \| shares	40,000
Subscription Liability							$ 40,000

Note 5 - Common Stock (Details Textual) - USD ($)									3 Months Ended	12 Months Ended		18 Months Ended
Note 5 - Common Stock (Details Textual) - USD ($)	Mar. 31, 2024	Jan. 12, 2024	Dec. 29, 2023	Sep. 30, 2023	Jul. 01, 2023	Apr. 10, 2023	Oct. 15, 2022	Sep. 02, 2022	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023	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	10,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001								$ 0.001	$ 0.001
Common Stock, Shares Authorized (in shares)	65,000,000								65,000,000	65,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001								$ 0.001	$ 0.001			$ 0.001
Stock-based compensation									$ 193,497
Stock Issued During Period, Value, Settlement of Liabilities									$ 46,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross									37,875
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price									$ 3.33
Share Price	$ 5		$ 5	$ 2.01					$ 5
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term (Year)									9 years 3 months 18 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value	$ 0								$ 0
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price	$ 5		$ 5	$ 2.01					$ 5
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	10 years		10 years	10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate	216.00%		204.00%	182.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Discount Rate	4.21%		3.84%	4.61%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%		0.00%	0.00%
President [Member]
Stock Issued During Period, Shares, Settlement of Liabilities						70,852
Shares Issued, Price Per Share						$ 5
Stock Issued During Period, Value, Settlement of Liabilities						$ 354,260
Consultant [Member]
Stock Issued During Period, Shares, Issued for Services								60,000
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount										$ 20,000	$ 40,000
Consultant Two [Member]
Stock Issued During Period, Shares, Issued for Services							18,000				5,000
Consulting Agreement, Compensation Per Month							$ 10,000
Consulting Agreement, Shares Issued Per Month							2,000
Subscription Liability										6,000
Share-Based Payment Arrangement, Expense										$ 24,000	$ 5,000
Director [Member]
Stock Issued During Period, Shares Per Month Per Director												4,000
Stock-based compensation (in shares)		40,000								72,000	156,000
Stock-based compensation		$ 40,000								$ 72,000	$ 156,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Granted Yearly, Intrinsic Value					$ 150,000
Board of Directors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	37,875		38,085	96,060
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)	10 years		10 years	10 years
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 5		$ 5	$ 2.01
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Grant Date Fair Value	$ 187,497		$ 187,510	$ 187,501
Robert J. Flynn Jr. [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	7,575		7,617	19,212
Lacie Kellogg [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	7,575		7,617	19,212
Mark Timm [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	7,575		7,617	19,212
Isaac Dietrich [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	7,575		7,617	19,212
Richard Nummi [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	7,575		7,617	19,212

Note 5 - Common Stock - Summary of Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Outstanding, options (in shares) \| shares	134,145
Outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 2.86
Granted, options (in shares) \| shares	37,875
Granted, weighted average exercise price (in dollars per share) \| $ / shares	$ 3.33
Outstanding, options (in shares) \| shares	172,020
Outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 3.1

Note 6 - Convertible Notes Payable (Details Textual)	Jun. 25, 2020 USD ($)	Mar. 30, 2019 USD ($) $ / shares	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
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]
Convertible Notes Payable, Current			1,210,000	1,210,000
Interest Payable			$ 22,882	$ 22,882
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 - Litigation (Details Textual) - Alleged Breach of Employment Agreement [Member]	May 23, 2023 USD ($) shares
Loss Contingency, Damages Sought, Value \| $	$ 39,247
Loss Contingency, Damages Sought, Shares \| shares	22,250

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