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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 June 30, 2008.
 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




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TABLE OF CONTENTS  PART ONEITEM 1. FINANCIAL STATEMENTSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSPART TWOITEM 1. LEGAL PROCEEDINGSITEM 2. CHANGES IN SECURITIESITEM 3. DEFAULTS UPON SENIOR SECURITIESITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 5. OTHER INFORMATIONITEM 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.
 Reference is made to the quarterly Financial Statements attached hereto.
 
 ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 Results of OperationsAs the Company has been inactive since 1988, the Company has had no revenue or any
other type of income since 1988. Similarly, the Company has had minimal general and
administrative expenses since 1988. During the quarter ended December 31, 2006, the
Company engaged in virtually no business activity.Liquidity and Capital ResourcesThere are no known trends or known demands, commitments, events or uncertainties
that will result in or that are reasonably likely to result in the Companys
liquidity increasing or decreasing in any material way.The Company does not have any material commitments for capital expenditures.
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PART TWO
 OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS.
 None.
 
 ITEM 2.
    
    CHANGES IN SECURITIES.
 None.
 
 ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES.None.
 
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 None.
 
 ITEM 5.
    
    OTHER INFORMATION.
 None.
 
 ITEM 6.
    
    EXHIBITS AND REPORTS ON FORM 8-K(a) Financial Statements: Attached hereto(b) Reports on Form 8-K: None
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SIGNATURES
  ALPHA PETROLEUM EXPLORATION
CORPORATIONBy:
    /s/ Roland M. Jermyn, Jr.Roland M. Jermyn, Jr., President  /s/ Roland M. Jermyn, Jr.

Roland M. Jermyn, Jr., Director 
Principal Executive Officer, and
Principal Financial Officer
    
    
    
    November 12, 2008.
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ALPHA PETROLEUM EXPLORATION CORPORATION
 TABLE OF CONTENTS
 PAGEConsolidated Balance Sheets as of
June 30, 2008 and September 30, 2007
    
    F-1Consolidated Statements of Operations for the three
months ended June 30, 2008 and 2007 and the nine
months ended June 30, 2008 and 2007
    
    F-2Consolidated Statements of Cash Flow for the nine months
ended June 30, 2008 and 2007
    
    F-3Notes to Consolidated Financial Statements
    
    F-4 - F-8




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June 30,
    
    
    September 30,2008
    
    
    2007(UNAUDITED)
    
    
    (AUDITED)ASSETSCurrent 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
    
    $
    51,573
    
    
    $
    70,173Income taxes payable
    
    
    1,185
    
    
    
    1,111Total Current Liabilities
    
    
    52,758
    
    
    
    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
    
    
    7,260,322
    
    
    
    7,222,965Accumulated deficit
    
    
    (7,325,979
    )
    
    
    (7,307,148
    )(51,658
    )
    
    
    (70,184
    )$
    1,100
    
    
    $
    1,100
  F-1




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##### Table of Contents



Three Months Ended June 30,
    
    
    Nine Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    General and administrative
expenses
    
    
    12,173
    
    
    
    14,500
    
    
    
    18,757
    
    
    
    14,500Loss from Operations
    
    
    (12,173
    )
    
    
    (14,500
    )
    
    
    (18,757
    )
    
    
    (14,500
    )Other income (expense)Tax interest and
penalties
    
    
    (29
    )
    
    
    (32
    )
    
    
    (74
    )
    
    
    (202
    )(29
    )
    
    
    (32
    )
    
    
    (74
    )
    
    
    (202
    )NET LOSS
    
    $
    (12,202
    )
    
    $
    (14,532
    )
    
    $
    (18,831
    )
    
    $
    (14,702
    )Weighted average number
of shares outstanding
    
    
    1,399,912
    
    
    
    1,399,912
    
    
    
    1,399,912
    
    
    
    1,399,912Loss per share
    
    $
    (0.01
    )
    
    $
    (0.01
    )
    
    $
    (0.01
    )
    
    $
    (0.01
    )
  F-2




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Nine Months EndedJune 30,2008
    
    2007Cash flows from operating activitiesNet loss
    
    $
    (18,831
    )
    
    $
    (14,702
    )Adjustments to reconcile net loss to net
cash provided by operating activitiesExpenses paid by shareholders
    
    
    37,357
    
    
    
    14,500Changes in operating assets and
liabilitiesAccounts payable
    
    
    (18,600
    )
    
    
    Increase in tax liability
    
    
    74
    
    
    
    202Net 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




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ALPHA PETROLEUM EXPLORATION CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2008 AND 2007
 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 oil and gas production.During 2001 its interest 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
    %
 These investments are accounted for using the equity method.The Company owns 100% of Journey Entertainment Corp., also
inactive.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
policies are 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 was $11,155, however, it is shown on the balance sheet net of an
equivalent valuation allowance, due to the lack of revenue production from the well.
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ALPHA PETROLEUM EXPLORATION CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2008 AND 2007
 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.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:The Company has begun to seek and identify companies which are capable of being market leaders
in segments of the information technology industry and which are at a stage of development
that would benefit from the Companys business development and management support, financing,
and market knowledge. The Company is investing in entities in which it can purchase a large
enough stake to enable it to have significant influence over the management and policies of
the company and to realize a large enough return to compensate it for its investment of
management time and effort, as well as capital.
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ALPHA PETROLEUM EXPLORATION CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2008 AND 2007
 C.
    
    Going Concern issues and Plans for Reinstatement (continued)There are no known trends or known demands, commitments, events or uncertainties that will
result in or that are reasonably likely to result in the Companys liquidity increasing or
decreasing in any material way. The Companys proposed business activities are dependent upon
a successful completion of a private placement offering. If a private placement offering
cannot be completed, the Company will not be able to carry out its business plan.The Company has the following plans for the immediate future:Alpha Petroleum Exploration Corporation plans to enter the Medical Area and will seek out
such companies or investments once it is in compliance with all relevant regulatory
(including SEC) filings.Journey Entertainment Corporation, a 100% owned Subsidiary of Alpha, plans to assemble an
information exchange website-cheap subscription and advertising. It is the plan for Alpha to
spin-out the shares of Journey to the shareholders of Alpha in a Form 10 Registration.Alpha Technologies is 77.5% owned by Alpha  the balance of the shares are owned by a Finnish
Technology individual. It is the Plan of Alpha to raise money through a private placement and
attempt to find and to invest in certain Finnish technology companies that have a world
market for their products and open offices in San Francisco and Finland. It is anticipated
that a private placement will occur and the shares will be spun-out to the Alpha Shareholders.Polo Energy  a 55% owned Subsidiary  anticipates that once the Parent Company is fully in
compliance with the SEC that it will enter into discussions with the shareholders of Bengalia
Exploration Corporation which holds acreage where two wells have been drilled. Polo will
discuss with those shareholders the merger of their Company into Polo and then a private
placement to raise funds for the acquisition of acreage and the drilling of the third well
on the block of acerage.Disclaimer  All of the above  contemplated transactions will only be commenced once Alpha is
in full compliance with the SEC  under the 1933 Act and once those discussions are commenced
there are no guarantees that any of the objectives stated above will be successfully brought
to a closing.
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ALPHA PETROLEUM EXPLORATION CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2008 AND 2007
 D.
    
    Income TaxesUnder accounting principles generally accepted in the United States of America, deferred tax
assets and liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which temporary
differences are expected to be recovered or settled.Accounting principles generally accepted in the United States of America require the
establishment of a deferred tax asset for all deductible temporary differences and operating
loss carry forwards. The Company has available at March 31, 2008, approximately $146,700 of
unused operating loss carryforwards that may be applied against future taxable income and that
expire in various years from 2007 to 2021. Because of the uncertainty that the Company will
generate income in the future sufficient to fully or partially utilize these carry forwards,
no current or deferred tax benefit nor deferred tax asset is reflected in these financial
statements.E.
    
    Shareholders DeficiencyLoss per share of common stock is based on weighted average number of common shares
outstanding for each period presented. The Company has 1,399,912 shares of common stock
issued and outstanding at March 31, 2008.The Company has granted options to The Fiore, Fedeli & Snyder Firm, P.C. in connection with
its efforts to assist the Company with certain accounting, reporting and tax issues.
 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
 None of the options have been exercised, forfeited or expired. They are deemed to have no
current value.
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ALPHA PETROLEUM EXPLORATION CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2008 AND 2007
 F.
    
    ContingenciesThere is no pending or threatened litigation against the Company which could have a material
effect on the consolidated financial statements.G.
    
    Shareholder RedistributionIn December 2007 the shareholders of Alpha agreed to redistribute the
1,399,912 shares of outstanding Alpha stock to the following ownership groups:
 PERCENTENTITY
    
    INTERESTRobert M. Cohen
    
    
    60
    %Peach Bottom Corporation
    
    
    31
    %Public
    
    
    9
    %
 It was also agreed that the shares of Journey Entertainment Corporation would be distributed
to Alpha shareholders in the following percentages once Journey is spun-off via a Form Ten
Registration:
 PERCENTENTITY
    
    INTERESTPeach Bottom Corporation
    
    
    60
    %Robert M. Cohen
    
    
    31
    %Public
    
    
    9
    %
 H.
    
    Subsequent EventThe shareholders of Alpha are considering issuing a Private Placement Memorandum in
compliance with Securities and Exchange Commission Rule 144 in late 2008. Additionally,
management plans to file a Form 15c211 with the National Association of Securities Dealers
to allow Alpha stock to be traded on the Over-The-Counter Bulletin Board.
 F-8