10-K 1 g14134e10vk.htm ALPHA PETROLEUM EXPLORATION CORPORATION ALPHA PETROLEUM EXPLORATION CORPORATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended September 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   (IRS Employer I.D. No.)
Incorporation or Organization)    
18302 Highwoods Preserve Parkway, Suite 114
Tampa, FL 33647
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
     Indicate by check mark whether 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
(Do not check if a smaller reporting company) 		Smaller reporting company o
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) þ Yes o No
     The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on September 30, 2007, was approximately $0. As of September, 2007, the Company had a stockholder’s deficit of $70,184.
     As of September 30, 2007, 1,399,912 shares of Common Stock, $0.01 par value, were outstanding.
 
 

 

TABLE OF CONTENTS

PART I
ITEM 1. DESCRIPTION OF BUSINESS
ITEM 1A. RISK FACTORS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
SIGNATURES
EX-31.1 SECTION 302 CERTIFICATION
EX-32.1 SECTION 906 CERTIFICATION

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PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
Alpha Petroleum Exploration Corporation (the “Company”) was incorporated under the laws of the State of New York in 1968. From 1977 to 1983, the Company was engaged in the exploration for and development of oil and gas both for its own account and through limited partnerships. The Company acted primarily as an investor. In 1984, the Company sold its oil and gas properties. The Company has been inactive since 1988.
GENERAL BUSINESS
The Company intends to begin operating again. The Company believes that it can enhance the value of the businesses in which the Company has acquired an interest by adding business development and management support, as well as financing and market knowledge. The Company’s strategy is to grow through acquisitions, particularly (but not exclusively) in the area of information technology, including Internet, e-commerce, telecommunications, networking, software and information services. The Company intends to invest in businesses that the Company believes will have the greatest potential to become leading information technology businesses.
The mailing address for the Company is 18302 Highwoods Preserve Parkway, Suite 114, Tampa, FL 33647.
The Company intends to effect a private placement offering in which the Company hopes to raise funds which would allow the Company to begin implementing its plan of business described above.
The Company has acquired interest in the following companies: Polo Energy Corporation, Alpha Technologies Associates, Inc.; and Journey Entertainment Corporation. These companies are described as follows:
Polo Energy Corporation
The Company owns fifty-five percent (55%) of Polo Energy Corporation (“Polo”). Polo was incorporated in Nevada in 1990 and then merged into a Delaware corporation in 2001. The business of Polo will be to acquire oil and gas properties in Texas, Oklahoma and other oil-producing states. Polo owns 6,522 units of Class A, Series 1 units of Benex Oil and Gas Company, LLC representing a share in its Koi Chush #1 well in Atoka County, Oklahoma. This well is currently unproductive.
Journey Entertainment Corporation.
The Company owns one hundred percent (100%) of Journey Entertainment Corporation, a Delaware corporation (“Journey”). Journey was incorporated in Delaware. Journey currently has no assets and is inactive. Journey is in good standing with the State of Delaware.
Alpha Technologies Associates, Inc.
The Company owns seventy-seven and one half percent (77.5%) of Alpha Technologies Associates, Inc., a Delaware corporation (“ATA”). ATA is a holding company which holds interests in the following corporations:

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I-Cover Corporation
ATA owns one hundred percent (100%) of I-Cover Corporation, a Delaware corporation (“I-Cover”). I-Cover was incorporated in February, 2000. I-Cover currently has no assets and is inactive. I-Cover is in good standing with the State of Delaware.
Instant E-Commerce Corp.
ATA owns one hundred percent (100%) of Instant E-Commerce Corporation, a Delaware corporation (“IEC”). IEC was incorporated in June, 1999. IEC currently has no assets and is inactive. EIC is in good standing with the State of Delaware.
Help Set Communication Corporation.
ATA owns one hundred percent (100%) of Help Set Communication Corporation, a Delaware corporation (“Help Set”). Help Set was incorporated in February, 2000. Help Set currently has no assets and is inactive. Help Set is in good standing with the State of Delaware.
Linux CE, Inc.
ATA owns one hundred percent (100%) of Linux CE, Inc., a Delaware corporation (“Linux””). Linux was incorporated in Delaware. Linux currently has no assets and is inactive. Linux is in good standing with the State of Delaware.
Fruit Wash Corporation.
ATA owns one hundred percent (100%) of Fruit Wash Corporation, a Delaware corporation (“Fruit Wash”). Fruit Wash was incorporated in Delaware. Fruit Wash currently has no assets and is inactive. Fruit Wash is in good standing with the State of Delaware.
EMPLOYEES
     The Company currently has no full-time employees. Roland M. Jermyn, Jr. is the Chief Executive Officer of the Company. Currently, Mr. Jermyn is not compensated for his services.
PRODUCTS/SERVICES
     The Company currently manufacturers no products and performs no services.
CUSTOMERS
     The Company currently has no customers.
PATENTS AND INTELLECTUAL PROPERTY
     The Company currently has no patents or intellectual property.

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ITEM 1A. RISK FACTORS
New Business Venture. The Company has been dormant for almost twenty (20) years. Therefore, the Company should be regarded as one with little or no operating history. The Company’s profitability is subject to all of the risks inherent in the development of any new business enterprise, including the lack of an extensive operating history. There can be no assurance that the Company can operate profitably or that it will continue to do so for any length of time.
No Market/No Liquidity. There will be no active market to trade the common stock of the Company. As a result, any stock ownership should be viewed as illiquid in nature. The Company does plan to attempt to have its shares listed on the NASDAQ “Bulletin Board”, but there is no assurance that the Company will be able to do so.
Limitation on Director and Officer Liability; Indemnification. In accordance with New York law, the Company’s Articles of Incorporation and By-Laws contain provisions providing for the maximum indemnification provided under New York law for its officers, directors, employees and agents. As a result of the inclusion of such provisions, the Company may not be able to recover monetary damages against officers, directors, employees and agents of the Company for actions taken by them, and, with respect to officers and directors, which actions are ultimately found not to have violated the specific provisions enumerated above, although it may be possible to obtain injunctive or other equitable relief with respect to certain actions. If equitable remedies are found not to be available to the Company in any particular case, the Company may not have an effective remedy against the challenged conduct.
Key Personnel. The Company’s performance will depend significantly upon the personal efforts and abilities of Roland M. Jermyn, Jr. The loss of the services of Mr. Jermyn could have an adverse effect on the Company.
Subsequent Sales of Equity Securities. The success of the Company is contingent upon raising funds in the near future. The Company intends to complete a “private placement” offering of its shares. There is no assurance that the Company will be able to complete such private placement or otherwise raise the necessary funds to effect its business plan. The subsequent offering of securities by the Company may be made on terms and conditions as the Company deems appropriate.
Competition. There is widespread competition in the technology industry. There is no guaranty that the Company will be able to effectively compete in the technology industry.
Acquisitions Involve Numerous Risks. Acquisitions involve numerous risks, including the following:
  •   difficulties in integration of the operations, technologies, and products of the acquired companies;
 
  •   the risk of diverting management’s attention from normal daily operations of the business;
 
  •   potential difficulties in completing projects associated with purchased inprocess research and development;
 
  •   risks of entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions; and
 
  •   the potential loss of key employees of the acquired company.
Mergers and acquisitions of companies are inherently risky, and no assurance can be given that our previous or future acquisitions will be successful and will not materially adversely affect our business, operating results or

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financial condition.
Employees. The Company’s success will be dependent on its ability to obtain and retain employees. At this time, the Company has no employees. Competition to hire employees can be intense. There is no assurance that the Company will be able to successfully hire employees.
ITEM 2. PROPERTIES
The Company’s principal office is located at 18302 Highwoods Preserve Parkway, Suite 114, Tampa, FL 33647.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fiscal year covered by this report.

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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Due to the fact that the Company has been “inactive” since 1988, shares of the Company are not currently traded on any market. The Company intends to have its securities traded on the NASDAQ “bulletin board”.
ITEM 6. SELECTED FINANCIAL DATA.
     The following selected financial data is for the three fiscal years ended September 30, 2007. Reference is made to the financial statements attached hereto for additional information.
                         
    2007   2006   2005
Revenues
   $ -0-     $ -0-     $ -0-  
Loss
   $ (73,177 )   $ (308 )   $ (0 )
Loss Per Share
   $ (0.05 )   $ (0.00 )   $ (0.00 )
Total Assets
   $ 1,100     $ 1,100     $ 1,100  
Obligations
   $ (0 )   $ (0 )   $ (0 )
The Company has never paid dividends on its common stock and it is highly unlikely that it will do so in the foreseeable future.
ITEM 7. 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 virtually no general and administrative expenses since 1988.
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. As previously stated, the Company’s proposed business activities are dependent upon a successful completion of a proposed 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 does not have any material commitments for capital expenditures. Again, the Company is investigating possible business combinations with other companies. However, the Company’s ability to enter into any business combinations is contingent upon its ability to raise funds through a private placement offering of its common stock.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Reference is made to the financial statements attached hereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.

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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
             
Name   Age   Position
Roland M. Jermyn, Jr.
  66       President, Treasurer, Secretary, Director
Roland M. Jermyn, Jr.
Mr. Jermyn is the President, Treasurer, Secretary and Director of the Company. He also served as President of the Company from 1978 until 1987. Mr. Jermyn graduated from Dartmouth College in 1963. He also attended Stanford University Business School and St. Edmond Hall at Oxford. Mr. Jermyn did not receive a degree from either institution. From 1969 to 1977, Mr. Jermyn worked as an insurance broker and real estate broker. From 1977 to 1986, Mr. Jermyn worked as a long-term planner for Psychiatric Hospitals of America. Since 1985, Mr. Jermyn has been the advisor to the Number One Irrevocable Trust dated June 25, 1985 and the advisor to the Number Two Irrevocable Trust dated December 27, 1986.
ITEM 11. EXECUTIVE COMPENSATION
Since 1988, Mr. Jermyn, President of the Company, has worked without compensation.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 30, 2007, certain information with respect to each beneficial owner of more than five percent (5%) of the Company; each named Executive Office; and all directors and officers of the Company as a group.
                 
    Number of Shares    
Name of Beneficial Owner   Beneficially Owned   Percent of Outstanding Shares
Peachbottom Corporation
     1,279,303       91 %
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of September 30, 2006, Peachbottom Corporation owned 91%of the issued and outstanding             shares of the Company. Mr. Jermyn is a member of the Board of Directors and is 100% shareholder of Peachbottom Corporation. Mr. Jermyn is also the President and a Director of the Company.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
  (a)   Financial Statements and Financial Statement Schedules.
 
      Report of Independent Registered Public Accounting Firm
 
      Consolidated Business Sheets
      Consolidated Statements of:
Operations
Changes in Stockholders’ Deficiency
Cash Flows
      Notes to Consolidated Financial Statements

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      Exhibits
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

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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.
 
   July 10, 2008. 
Roland M. Jermyn, Jr., Director
    
Principal Executive Officer, and
    
Principal Financial Officer
    

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ALPHA PETROLEUM EXPLORATION CORPORATION
TABLE OF CONTENTS
         
    PAGE
Accountant’s Report
     F-1  
 
        
Consolidated Balance Sheets as of September 30, 2007 and 2006
     F-2  
 
        
Consolidated Statements of Operations for The years ended September 30, 2007 and 2006
     F-3  
 
        
Consolidated Statements of Change in Stockholders’:
        
Deficiency for the years ended September 30, 2007 and 2006
     F-4  
 
        
Consolidated Statements of Cash Flow for the Years ended September 30, 2007 and 2006
     F-5  
 
        
Notes to Consolidated Financial Statements
     F-6- F-10  

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Alpha Petroleum Exploration Corporation.
We have audited the accompanying consolidated balance sheets of Alpha Petroleum Exploration Corporation. (the Company), as of September 30, 2007, and 2006, and the related consolidated statements of operations, stockholders’ deficiency, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used, and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2007, and 2006, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note C, the 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 described in Note C. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
     
/s/ Bernstein & Pinchuk, LLP
 
New York, NY
   
March 22, 2008
    
Board of Directors
Alpha Petroleum Exploration Corporation

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ALPHA PETROLEUM EXPLORATION CORPORATION
CONSOLIDATED BALANCE SHEETS
                 
    September 30,   September 30,
    2007   2006
ASSETS
                
Current Assets
                
Cash
   $ 1,100     $ 1,100  
     
 
                
Total Current Assets
     1,100       1,100  
 
                
Investment in affilliates, net of valuation allowance of $11,155
     —       —  
     
 
                
 
   $ 1,100     $ 1,100  
     
 
                
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
                
Current Liabilities
                
Accounts Payable
   $ 70,173     $ 44,574  
Income taxes payable
     1,111       1,382  
     
 
                
Total Current Liabilities
     71,284       45,956  
 
                
Stockholders’ Deficiency
                
Common stock, par value $.01 authorized, 40,000,000 shares; issued and outstanding, 1,399,912 shares
     13,999       13,999  
Additional paid-in-capital
     7,222,965       7,175,116  
Accumulated deficit
     (7,307,148 )     (7,233,971 )
     
 
                
 
     (70,184 )     (44,856 )
     
 
                
 
   $ 1,100     $ 1,100  
     
See notes to consolidated financial statements.

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ALPHA PETROLEUM EXPLORATION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
                 
    Years Ended September 30,
    2007   2006
Revenue
                
 
                
General and administrative expenses
   $ 72,948     $ —  
     
 
                
Loss from Operations
     (72,948 )     —  
 
                
Other income (expense)
     (229 )     (308 )
     
 
                
 
     (229 )     (308 )
     
 
                
NET LOSS
   $ (73,177 )   $ (308 )
     
 
                
Weighted average number of shares outstanding
     1,399,912       1,399,912  
     
 
                
Loss per share
   $ (0.05 )   $ (0.00 )
     
See notes to consolidated financial statements.

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ALPHA PETROLEUM EXPLORATION CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
                                         
                                    Total
    Common Stock   Additional   Accumulated   Stockholders’
    Shares   Amount   Paid-in-capital   Deficit   Deficiency
     
Balances, September 30, 2005
   $ 1,399,912     $ 13,999     $ 7,175,116     $ (7,233,663 )   $ (44,548 )
 
                                        
Net loss
     —       —       —       (308 )     (308 )
     
Balances, September 30, 2006
     1,399,912       13,999       7,175,116       (7,233,971 )     (44,856 )
 
                                        
Company expenses paid by stockholders
     —       —       47,849       —       47,849  
 
                                        
Net Loss
     —       —       —       (73,177 )     (73,177 )
 
                                        
     
Balances, September 30, 2007
   $ 1,399,912     $ 13,999     $ 7,222,965     $ (7,307,148 )   $ (70,184 )
     
See notes to consolidated financial statements.

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ALPHA PETROLEUM EXPLORATION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
                 
    Years Ended September 30,
    2007   2006
Cash flows from operating activities
                
 
Net loss
   $ (73,177 )   $ (308 )
 
Adjustments to reconcile net loss to net cash provided by operating activities:
                
Expenses paid by shareholders
     47,849          
Changes in operating assets and liabilities
                
Accounts payable
     25,599       —  
Increase in interest payable
             —  
Increase (Decrease) in tax liability
     (271 )     308  
     
 
                
Net cash used in operating activities
     —       —  
 
                
Net increase in cash
     —       —  
 
Cash, beginning of year
     1,100       1,100  
     
 
Cash, end of year
   $ 1,100     $ 1,100  
     
 
                
Supplemental disclosures of cash flow information
                
 
Cash paid during the periods for
                
 
Interest
   $ —     $ —  
     
 
Taxes
   $ —     $ —  
     
See notes to consolidated financial statements.

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ALPHA PETROLEUM EXPLORATION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2007 AND 2006
A.   Organization and Nature of Operations
 
    Alpha 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:
         
    PERCENT
BUSINESS NAME   INTEREST
Instant 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 Policies
 
    The 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 Equivalents
 
    The Company considers highly liquid investments with a maturity of three months or less when acquired, to be cash equivalents.
 
    Investments
 
    The 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.

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ALPHA PETROLEUM EXPLORATION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2007 AND 2006
B.   Summary of Significant Accounting Policies (continued)
 
    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 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 Policy
 
    The 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 Share
 
    The 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 Reinstatement
 
    The 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:

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ALPHA PETROLEUM EXPLORATION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2007 AND 2006
C.   Going Concern issues and Plans for Reinstatement (continued)
 
    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.
 
    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 full Compliance with reference to all SEC filing requirements.
 
    Journey Entertainment Corporation, a l00% 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.

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ALPHA PETROLEUM EXPLORATION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2007 AND 2006
C.   Going Concern issues and Plans for Reinstatement (continued)
 
    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 acreage.
 
    Disclaimer- All of the above- contemplated transactions will only be commenced once Alpha is in full compliance with the SEC filing requirements — under the 33 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.
 
D.   Income Taxes
 
    Under 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 September 30, 2007, 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, a valuation allowance has been provided equal to the value of these carry forwards. Accordingly, no net deferred tax asset is reflected in these financial statements.
 
E.   Stockholders’ Deficiency
 
    Loss 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 September 30, 2007.

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ALPHA PETROLEUM EXPLORATION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2007 AND 2006
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 Price
04/26/01
     7,500     $1.00/sh
07/15/02
     7,500     $1.00/sh
10/11/02
     5,000     $1.00/sh
 
                
 
Total options outstanding
     20,000          
 
                
None of the options have been exercised, forfeited or expired. They are deemed to have no current value.
F.   Contingencies
 
    There is no pending or threatened litigation against the Company which could have a material effect on the consolidated financial statements.
 
G.   Subsequent Events
 
    In December 2007 the shareholders of Alpha agreed to redistribute the 1,399,912 shares of outstanding Alpha stock to the following ownership groups:
         
    PERCENT
ENTITY   INTEREST
Peach Bottom Corporation
     31 %
Robert M. Cohen
     60 %
Public
     9 %

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ALPHA PETROLEUM EXPLORATION CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
         
    December 31,  
    2007  
ASSETS
        
Current Assets
        
Cash
   $ 1,100  
 
      
 
Total Current Assets
     1,100  
 
Investment in affiliate, net of valuation allowance of $11,155
     —  
 
      
 
Total Assets
   $ 1,100  
 
      
 
        
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
        
Current Liabilities
        
Accounts Payable
   $ 59,073  
Income taxes payable
     1,127  
 
      
Total Current Liabilities
     60,200  
 
        
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
     7,237,296  
Accumulated deficit
     (7,310,395 )
 
      
 
     (59,100 )
 
      
 
   $ 1,100  
 
      

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ALPHA PETROLEUM EXPLORATION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
                 
    Three Months Ended December 31,
    2007   2006
     
Revenue
                
 
                
General 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       1,399,912  
       
 
                
Loss per share
   $ (0.00 )   $ (0.00 )
       

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ALPHA PETROLEUM EXPLORATION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
                 
    Three Months Ended
    December 31,
    2007   2006
Cash flows from operating activities
                
 
                
Net loss
   $ (3,247 )   $ (35 )
 
Adjustments to reconcile net loss to net cash provided by operating activities
                
Expenses paid by shareholders
     14,331          
Changes in operating assets and liabilities
                
Accounts payable
     (11,100 )     —  
Increase in tax liability
     16       35  
       
 
                
Net cash used in operating 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
   $ —     $ —  
       

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