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
(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.) |
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. Yeso Noþ.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” 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 Yeso No
As of December 31, 2007, 1,399,912 shares of Common Stock, $0.01 par value, were outstanding.
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 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.
Effective December 31, 2007, the majority shareholder of the Company, PeachBottom Corporation transferred 839,947 shares to Robert M. Cohen. Effective December 31, 2007, the ownership of the Company is as follows:
| | | | | |
| Entity | | Number of Shares |
| |
| | | | | |
| Robert M. Cohen | | | 839,947 | |
| PeachBottom Corporation | | | 439,356 | |
| Public | | | 120,609 | |
It was also agreed that the shares of Journey Entertainment Corporation would be distributed to the Company’s shareholders once a spin-off of Journey is effected in the following percentages:
| | | | | |
| Entity | | Percentage Interest |
| |
| | | | | |
| PeachBottom Corporation | | | 60 | % |
| Robert M. Cohen | | | 31 | % |
| Public | | | 9 | % |
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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| 31.1 | | Certification pursuant to Rule 13a-14(a) |
| 32.1 | | Certification pursuant to U.S.C. Section 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. | | November 12, 2008. |
| Roland M. Jermyn, Jr., Director | | |
Principal Executive Officer, and
Principal Financial Officer | | |
4
ALPHA PETROLEUM EXPLORATION CORPORATION
TABLE OF CONTENTS
| | | |
| | | PAGE |
| Consolidated Balance Sheets as of December 31, 2008 and September 30, 2007 | | F-1 |
| | | |
| Consolidated Statements of Operations for the three months ended December 31, 2007 and 2006 | | F-2 |
| | | |
| Consolidated Statements of Cash Flow for the three months ended December 31, 2007 and 2006 | | F-3 |
| | | |
| Notes to Consolidated Financial Statements | | F-4-F-10 |
ALPHA PETROLEUM EXPLORATION CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| | | | | | | | | |
| | | December 31, | | | September 30, | |
| | | 2007 | | | 2007 | |
| ASSETS | | | | | | | | |
| Current Assets | | | | | | | | |
| Cash | | $ | 1,100 | | | $ | 1,100 | |
| | | | | | | |
| | | | | | | | | |
| Total Current Assets | | | 1,100 | | | | 1,100 | |
| | | | | | | | | |
| Investment in affiliate, net of valuation allowance of $11,155 | | | — | | | | — | |
| | | | | | | | | |
| | | | | | | |
| Total Assets | | $ | 1,100 | | | $ | 1,100 | |
| | | | | | | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | | | | | | | | |
| Current Liabilities | | | | | | | | |
| Accounts Payable | | $ | 59,073 | | | $ | 70,173 | |
| Income taxes payable | | | 1,127 | | | | 1,110 | |
| | | | | | | |
| Total Current Liabilities | | | 60,200 | | | | 71,284 | |
| | | | | | | | | |
| 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 | | | 7,237,296 | | | | 7,222,965 | |
| Accumulated deficit | | | (7,310,395 | ) | | | (7,307,148 | ) |
| | | | | | | |
| | | | (59,100 | ) | | | | |
| | | | | | | |
| | | $ | 1,100 | | | $ | 1,100 | |
| | | | | | | |
See notes to consolidated financial statements
F-1
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 | ) |
| | | |
See notes to consolidated financial statements
F-2
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 | |
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| | | | | | | | | |
| Supplemental disclosures of cash flow information | | | | | | | | |
| | | | | | | | | |
| Cash paid during the periods for | | | | | | | | |
| Interest | | $ | — | | | $ | — | |
| | | |
| | | | | | | | | |
| Taxes | | $ | — | | | $ | — | |
| | | |
See notes to consolidated financial statements
F-3
ALPHA PETROLEUM EXPLORATION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2007
(UNAUDITED)
| 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.
F-4
ALPHA PETROLEUM EXPLORATION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2007
(UNAUDITED)
| 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. |
| |
| 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. |
F-5
ALPHA PETROLEUM EXPLORATION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2007
(UNAUDITED)
| | | 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: |
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.
F-6
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.
F-7
ALPHA PETROLEUM EXPLORATION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2007
(UNAUDITED)
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.
F-8
| 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.
F-9
ALPHA PETROLEUM EXPLORATION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2007
(UNAUDITED)
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.
There is no pending or threatened litigation against the Company which could have a material effect on the consolidated financial statements.
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 | % |
F-10
