##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 For the quarterly period ended December 31, 2007.
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO
FEE REQUIRED)
 Commission file number 0-9563
 ALPHA PETROLEUM EXPLORATION CORPORATION
  New York
    
    23-2090563(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (IRS Employer I.D. No.)
 18302 Highwoods Preserve Parkway, Suite 114, Tampa, FL 33647
  None.
 Common Stock
 o þ
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ
(Do not check if a smaller reporting company)
Smaller reporting company o þ o




---



TABLE OF CONTENTS  PART ONEITEM 1. FINANCIAL STATEMENTS.ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.PART TWOITEM 1. LEGAL PROCEEDINGS.ITEM 2. CHANGES IN SECURITIES.ITEM 3. DEFAULTS UPON SENIOR SECURITIES.ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.ITEM 5. OTHER INFORMATION.ITEM 6. EXHIBITS AND REPORTS ON FORM 8-KSIGNATURESEX-31.1 SECTION 302 CERTIFICATION OF THE CEO & CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEO & CFO    Table of Contents  
 PART ONE
 FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS.
  
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 Results of Operations
  Liquidity and Capital Resources
   2




---



##### Table of Contents



PART TWO
 OTHER INFORMATION
 
 ITEM 1 LEGAL PROCEEDINGS.
  
 ITEM 2. CHANGES IN SECURITIES.
  Entity
    
    Number of SharesRobert M. Cohen
    
    
    839,947PeachBottom Corporation
    
    
    439,356Public
    
    
    120,609
  Entity
    
    Percentage InterestPeachBottom Corporation
    
    
    60
    %Robert M. Cohen
    
    
    31
    %Public
    
    
    9
    %
 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  
 ITEM 5. OTHER INFORMATION.
  
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 (a)
    
    Financial Statements: Attached hereto(b)
    
    Reports on Form 8-K: None
 31.1
    
    Certification pursuant to Rule 13a-14(a)32.1
    
    Certification pursuant to U.S.C. Section 1350
 3




---



##### Table of Contents



SIGNATURES
  ALPHA PETROLEUM EXPLORATION CORPORATIONBy:
    /s/ Roland M. Jermyn, Jr.Roland M. Jermyn, Jr., President  /s/ Roland M. Jermyn, Jr.
    
    November 12, 2008.Roland M. Jermyn, Jr., DirectorPrincipal Executive Officer, and
Principal Financial Officer 4




---



##### Table of Contents



ALPHA PETROLEUM EXPLORATION CORPORATION
 TABLE OF CONTENTS
 PAGEConsolidated Balance Sheets as of December 31, 2008
and September 30, 2007
    
    F-1Consolidated Statements of Operations for the three months
ended December 31, 2007 and 2006
    
    F-2Consolidated Statements of Cash Flow for the three months
ended December 31, 2007 and 2006
    
    F-3Notes to Consolidated Financial Statements
    
    F-4-F-10




---



##### Table of Contents



December 31,
    

September 30,2007
    



2007ASSETSCurrent AssetsCash
    
    $
    1,100
    

$
1,100Total Current Assets
    
    
    1,100
    


1,100Investment in affiliate, net of valuation
allowance of $11,155
    
    
    
    


Total Assets
    
    $
    1,100
    

$
1,100LIABILITIES AND STOCKHOLDERS DEFICIENCYCurrent LiabilitiesAccounts Payable
    
    $
    59,073
    

$
70,173Income taxes payable
    
    
    1,127
    


1,110Total Current Liabilities
    
    
    60,200
    


71,284Stockholders DeficiencyCommon stock, par value $.01 authorized,
40,000,000 shares; issued and
outstanding, 1,399,912 shares
    
    
    13,999
    


13,999Additional paid-in-capital
    
    
    7,237,296
    


7,222,965Accumulated deficit
    
    
    (7,310,395
    )


(7,307,148
)(59,100
    )$
    1,100
    

$
1,100
  F-1




---



##### Table of Contents



Three Months Ended December 31,2007
    
    2006RevenueGeneral and administrative
expenses
    
    $
    3,231
    
    
    
    Loss from Operations
    
    
    (3,231
    )
    
    
    Other income (expense)Tax interest and
penalties
    
    
    (16
    )
    
    
    (35
    )(16
    )
    
    
    (35
    )NET LOSS
    
    $
    (3,247
    )
    
    $
    (35
    )Weighted average number
of shares outstanding
    
    
    1,399,912
    
    
    
    1,399,912Loss per share
    
    $
    (0.00
    )
    
    $
    (0.00
    )
  F-2




---



##### Table of Contents



Three Months EndedDecember 31,2007
    
    2006Cash flows from operating activitiesNet loss
    
    $
    (3,247
    )
    
    $
    (35
    )Adjustments to reconcile net loss to net
cash provided by operating activitiesExpenses paid by shareholders
    
    
    14,331Changes in operating assets and
liabilitiesAccounts payable
    
    
    (11,100
    )
    
    
    Increase in tax liability
    
    
    16
    
    
    
    35Net cash used in operating activities
    
    
    
    
    
    
    Net increase in cash
    
    
    
    
    
    
    Cash, beginning of period
    
    
    1,100
    
    
    
    1,100Cash, end of period
    
    $
    1,100
    
    
    $
    1,100Supplemental disclosures of cash flow informationCash paid during the periods forInterest
    
    $
    
    
    
    $
    Taxes
    
    $
    
    
    
    $
    
  F-3




---



##### Table of Contents



ALPHA PETROLEUM EXPLORATION CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  THREE MONTHS ENDED DECEMBER 31, 2007  (UNAUDITED)
 A.
    
    Organization and Nature of OperationsAlpha Petroleum Exploration Corporation (Alpha or the Company) was incorporated
under the laws of the State of New York in 1968 and has been primarily inactive since 1988.In 1999, the Company formed a 100% owned subsidiary, Polo Energy Corporation (Polo).
Polos business is the investment in international oil and gas production.During 2001 its interest in Polo was adjusted to 55%.Alpha also owns a 77.5% interest in Alpha Technologies Associates ATA. ATA is a
holding company which has interests in the following inactive businesses:
 PERCENTBUSINESS NAME
    
    INTERESTInstant E-Commerce Corp.
    
    
    27
    %Help Set Communications Corp.
    
    
    27
    %
   F-4




---



##### Table of Contents



ALPHA PETROLEUM EXPLORATION CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  THREE MONTHS ENDED DECEMBER 31, 2007  (UNAUDITED)
 B.
    
    Summary of Significant Accounting PoliciesThe financial statements of the Company are presented in accordance with accounting
principles generally accepted in the United States of America. A summary of the more
significant accounting policies is presented below.Cash and Cash EquivalentsThe Company considers highly liquid investments with a maturity of three months or less
when acquired, to be cash equivalents.InvestmentsThe Companys subsidiary, Polo, owns a .170443% interest in Benex Oil and Gas Company, LLC
representing a share in its KOI Chush #1 well in Atoka County, Oklahoma. The capital
account at December 31, 2005 and September 30, 2007 was $11,155, however, it has been
recorded net of an equivalent valuation allowance, due to the lack of revenue production
from the well.B.
    
    Summary of Significant Accounting Policies (continued)Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements. Actual
results could differ from those estimates.
 F-5




---



##### Table of Contents



ALPHA PETROLEUM EXPLORATION CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  THREE MONTHS ENDED DECEMBER 31, 2007  (UNAUDITED)
 Consolidation PolicyThe consolidated financial statements include the accounts of Alpha and its majority owned subsidiaries. All significant intercompany
balances and transactions have been eliminated. Investments in companies in which the
Company has a 20% to 50% interest are carried at cost, adjusted for the companys
proportionate share of their undistributed earnings or losses.Payments of expenses advanced by owners and interested parties are recorded as
contributions of additional paid-in capital.Earnings Per ShareThe Company has adopted SFAS No. 128, Earnings Per Share, which established standards for
computing and presenting both basic and diluted earnings per share (EPS).C.
    
    Going Concern issues and Plans for ReinstatementThe Company has incurred significant losses from operations since its inception and
has a working capital deficiency. These conditions raise substantial doubt about the
Companys ability to continue as a going concern. Managements plans in regard to these
matters are as follows:
   F-6




---



##### Table of Contents



F-7




---



##### Table of Contents



ALPHA PETROLEUM EXPLORATION CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  THREE MONTHS ENDED DECEMBER 31, 2007  (UNAUDITED)
 Going Concern issues and Plans for Reinstatement (continued)
   Income Taxes
   F-8




---



##### Table of Contents



E.
    
    Stockholders Deficiency
  F-9




---



##### Table of Contents



ALPHA PETROLEUM EXPLORATION CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  THREE MONTHS ENDED DECEMBER 31, 2007  (UNAUDITED)
  Date of Grant
    
    # of Shares
    
    Exercise Price04/26/01
    
    
    7,500
    
    
    $1.00/sh07/15/02
    
    
    7,500
    
    
    $1.00/sh10/11/02
    
    
    5,000
    
    
    $1.00/shTotal options outstanding
    
    

    20,000
  F.
    
    Contingencies
  G.
    
    Subsequent Events
  PERCENTENTITY
    
    INTERESTPeach Bottom Corporation
    
    
    31
    %Robert M. Cohen
    
    
    60
    %Public
    
    
    9
    %
 F-10