10-Q

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, 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

(Exact Name of Registrant as Specified in Its Charter)

New York	23-2090563
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer I.D. No.)

1211 North Westshore Blvd., Suite 511, Tampa, FL 33607
Address of Principal Executive Offices Including Zip Code

Registrant’s telephone number including area code: (813) 289-0500
Securities registered pursuant to Section 12(b) of the Exchange Act: None.

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock.

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

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ

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

     As of June 30, 2007, 1,399,912 shares of Common Stock, $0.01 par value, were outstanding.

TABLE OF CONTENTS

PART ONE
	ITEM 1. FINANCIAL STATEMENTS.
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
PART TWO
	ITEM 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-K
SIGNATURES
EX-31.1 SECTION 302 CERTIFICATION OF THE CEO&CFO
EX-32.1 SECTION 906 CERTIFICATION OF THE CEO&CFO

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 Operations

As 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 Resources

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 does not have any material commitments for capital expenditures.

2

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

     31.1 Certification pursuant to Rule 13a-14(a)

     32.1 Certification pursuant to 18 U.S.C. §1350

3

SIGNATURES

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

ALPHA PETROLEUM EXPLORATION CORPORATION
By:	/s/ Roland M. Jermyn, Jr.
	Roland M. Jermyn, Jr., President

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

/s/ Roland M. Jermyn, Jr.	September 1, 2007.
Roland M. Jermyn, Jr., Director
Principal Executive Officer, and Principal Financial Officer

4

ALPHA PETROLEUM EXPLORATION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	9 months ended
	30-Jun-07			30-Jun-06
Cash flows from operating activities
Net loss	$	(14,702	)	$	(177	)
Adjustments to reconcile net loss to net cash provided by operating activities
Changes in operating assets and liabilities
Accounts payable		14,500			—
Increase in interest payable		—			—
Increase in tax liability		202			177
Net cash used in operating activities		—			—
Cash flows from financing activities
Loan from shareholders		—			—
Net cash provided by financing activities		—			—
Net increase in cash		—			—
Cash, beginning of period		1,100			1,100
Cash, end of period	$	1,100		$	1,100
Supplemental disclosures of cash flow information
Cash paid during the periods for
Interest	$	—		$	—
Taxes	$	—		$	—

ALPHA PETROLEUM EXPLORATION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

	9 months ended						Three months ended
	30-Jun-07			30-Jun-06			30-Jun-07			30-Jun-06
Revenue	$	—		$	—		$	—		$	—
General and administrative expenses		14,500			—			14,500
Loss from Operations		(14,500	)		—			(14,500	)		—
Other income (expense)
Interest Expense
Tax interest and penalties		(202	)		(177	)		(32	)		(28	)
		(202	)		(177	)		(32	)		(28	)
NET LOSS	$	(14,702	)	$	(177	)	$	(14,532	)	$	(28	)
Weighted average number of shares outstanding		1,399,912			1,399,912			1,399,912			1,399,912
Loss per share	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

ALPHA PETROLEUM EXPLORATION CORPORATION
CONSOLIDATED BALANCE SHEETS
June 30, 2007
(UNAUDITED)

ASSETS
Current Assets
Cash	$	1,100
Total Current Assets		1,100
	$	1,100
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Accounts Payable	$	44,576
New York State Tax Liability		1,082
Total Current Liabilities		45,658
Stockholders’ Deficiency
Common stock, par value $.01 authorized, 40,000,000 shares; issued and outstanding, 1,399,912 shares		13,999
Additional paid-in-capital		7,190,116
Accumulated deficit		(7,248,673	)
		(44,558	)
	$	1,100

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)

I, Roland M. Jermyn, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Alpha Petroleum Exploration Corporation;

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 in this report;

4. The company’s other certifying officer(s) 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:

     (a) Designed such disclosure controls and procedures, or caused disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, its made known to us by others within those entities, particularly during the period in which this report is being provided.

     (b) 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;

     (c) 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

     (d) 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(s) 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):

     (a) 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

     (b) 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: September 1, 2007

/s/ Roland M. Jermyn, Jr.
Roland M. Jermyn, Jr.
Chief Executive Office and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. §1350

In connection with the Quarterly Report of Alpha Petroleum Exploration Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Roland M. Jermyn, Jr., Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, 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: September 1, 2007

/s/ Roland M. Jermyn, Jr.
Roland M. Jermyn, Jr.
Chief Executive Officer and Chief Financial Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.