ALPA WAST : Annual Report -Disclosures and Financial Stmts 3-31-2022

Alpha Wastewater, Inc.

a Nevada corporation

3649 Brunswick Avenue North

Minneapolis, MN 55422

_______________________________

Telephone [phone]

SIC: 5172

QUARTERLY REPORT AND

DISCLOSURE STATEMENT

For the Period Ending:

March 31, 2022

(the "Reporting Period")

As of our current reporting period ended, March 31, 2022, the number of shares outstanding of our Common Stock at the end of our First Quarter was: 126,187,907 Shares.

As of our prior reporting period ended, December 31, 2021, the number of shares outstanding of our Common Stock was: 126,187,907 Shares.

As of our most recent completed fiscal year ended December 31, 2021, the number of shares outstanding of our Common Stock was: 126,187,907 Shares.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: 

No: ☐

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐

No: 

Indicate by check mark whether a Change in Control1 of the company has occurred over either reporting period:

Yes: 

No: ☐

1 "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change;
   or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

We were formed as a Nevada corporation on June 20, 1997 under the name California Seasons Franchise Corporation. In September 1998 we changed our name from California Seasons Franchise Corporation to Silicon South, Inc. We continued operations under the name Silicon South, Inc. until changing our name to Alpha Wastewater, Inc., on August 15, 2011. We continue to operate under the name Alpha Wastewater, Inc.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Alpha Wastewater, Inc.'s corporate charter is active in the State of Nevada

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

3649 Brunswick Ave. N., Minneapolis, MN 55422

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: 

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: 

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

NA

1. Security Information

For the period ending March 31, 2022

Exact title and class of securities outstanding:	Common Stock
Trading symbol:	AWWI
CUSIP:	02079E101
Par or stated value:	$0.001
Total shares authorized:	570,000,000 as of date: March 31, 2022

Total shares outstanding:	126,187,907 as of date: March 31, 2022
Number of shares in the Public Float2:	16,157,340 as of date: March 31, 2022
Total number of shareholders of record:	111 as of date: March 31, 2022
All additional class(es) of securities (if any):
Exact title and class of securities:	Preferred Stock
Trading symbol:	NA
CUSIP:	NA
Par or stated value:	$0.001
Total shares authorized but undesignated:	29,999,900 as of date: March 31, 2022
Total shares outstanding:	0 as of date: March 31, 2022
Exact title and class of securities:	Series B Preferred Stock
Trading symbol:	NA
CUSIP:	NA
Par or stated value:	$0.001
Total shares authorized and designated:	100 as of date: March 31, 2022
Total shares outstanding:	100 as of date: March 31, 2022
For the period ending December 31, 2021
Exact title and class of securities outstanding:	Common Stock
Trading symbol:	AWWI
CUSIP:	02079E101
Par or stated value:	$0.0001
Total shares authorized:	190,000,000 as of date: December 31, 2021
Total shares outstanding:	126,187,907 as of date: December 31, 2021
Number of shares in the Public Float3:	16,157,340 as of date: December 31, 2021
Total number of shareholders of record:	111 as of date: December 31, 2021
All additional class(es) of securities (if any):
Exact title and class of securities:	Preferred Stock
Trading symbol:	NA
CUSIP:	NA
Par or stated value:	$0.0001
Total shares authorized but undesignated:	10,000,000 as of date: December 31, 2021
Total shares outstanding:	0 as of date: December 31, 2021

Transfer Agent

Action Stock Transfer Corporation

2469 E. Fort Union Blvd., Suite 214

Salt Lake City, UT 84121

Phone: [phone]

Is the Transfer Agent registered under the Exchange Act?4 Yes: 

No: ☐

1. "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
2. "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

1. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Most Recent Period End:
	Opening Balance
Date December 31, 2020
	Common:126,187,907
	Preferred: 0
Date of	Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption or
Transaction	type (e.g. new	Shares	Securities	shares	shares	Shares were issued	issuance (e.g. for	Unrestricted as	Registration
	issuance,	Issued (or		issued	issued at a	to (entities must	cash or debt	of this filing.	Type.
	cancellation,	cancelled)		($/per	discount to	have individual	conversion)
	shares			share) at	market	with voting /	-OR-
	returned to			Issuance	price at the	investment control	Nature of
	treasury)				time of	disclosed).	Services
					issuance?		Provided
					(Yes/No)
January 8, 2021	New	100	Series B	$102	No	Friction &	Debt	Restricted	4(a)2
	Issuance		Preferred	per		Heat, LLC1	Conversion
				share
Shares Outstanding on Date of This Report:
	Ending Balance:
Date March 31, 2022 Common: 126,187,907
	Preferred: 100

1. 1. - Manager of Friction & Heat, LLC is Joseph J. Passalaqua. Friction & Heat, LLC advanced $10,220.20 that was memorialized in a promissory note issued by the Company to Friction & Heat, LLC on or about November 30, 2020. The Principal and Interest due under the note were converted automatically in to 100 shares of the newly designated Series B Preferred Stock on January 8, 2021.

2. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: 

Date of Note	Outstanding	Principal	Interest	Maturity Date	Conversion Terms (e.g.	Name of Noteholder (entities	Reason for
Issuance	Balance ($)	Amount at	Accrued		pricing mechanism for	must have individual with	Issuance
			Issuance ($)	($) as of		determining conversion	voting / investment control	(e.g. Loan,
				March 31,		of instrument to shares)	disclosed).	Services,
				2021				etc.)

November 30,	$01	$10,220.20	$210	November 30,	Convertible by holder	Friction & Heat, LLC2	Loans
2020				2021	after January 1, 2021		Made
					and automatically with		during
					amendment to articles		2019 and
					of incorporation and		2020 that
					designation of Series		were
					B Preferred Stock		advances
							that were
							not
							formally
							documente
							d until
							November
							30, 2020

1. - The note automatically converted on January 8, 2021, therefore at the end of the first quarter ended March 31, 2021 the principal balance and all accrued interest converted into 100 Shares of Series B Preferred Stock.

2.-- Friction & Heat, LLC is managed by Joseph J. Passalaqua. Friction & Heat, LLC advanced funds to the company throughout the periods ending December 31, 2019, December 31, 2020 culminating in the memorialization of those advances in the form of a convertible promissory note on November 30, 2020. The Principal and Interest due thereunder were convertible into 100 shares of the Company's Series B Preferred Stock. The holder had the right to convert at any time after January 1, 2021 (which would trigger the obligation of the Company to file a Series B Preferred Stock designation.) The holder had the right to convert at any time after January 1, 2021 and it converted automatically following the amendment and restatement of the Company's articles of incorporation, including the designation of 100 shares of preferred stock from the 30 million shares authorized as undesignated preferred stock, designated as "Series B Preferred Stock." This series of preferred stock does not convert into common stock but it does carry enhanced voting rights based on a formula contained in the designation of rights and preferences of the Series B Preferred Stock as set forth in the amended and restated articles of incorporation filed with the Nevada Secretary of State on or about January 8, 2021. The note is no longer outstanding since it automatically converted into 100 shares of Series B Preferred Stock on January 8, 2021..

1. Financial Statements

1. The following financial statements were prepared in accordance with:

1. • U.S. GAAP ☐ IFRS
2. The financial statements for this reporting period were prepared by (name of individual)5:

Name:	Gregg Saunders
Title:	Interim Acting Chief Financial Officer
Relationship to Issuer:	Independent Contractor Accountant

Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.

5 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.