	ALASKA PACIFIC ENERGY CORP.
	FORM 10-Q
	October 31, 2009
INDEX
PART I-- FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheets F-1
	Statement of Operations F-2
	Statement of Cash Flows F-3
	Notes to the Financial Statements F-5
Item 2.	Management’s Discussion and Analysis of Financial Condition
Item 3	Quantitative and Qualitative Disclosures About Market Risk
Item 4	Control and Procedures
PART II-- OTHER INFORMATION
Item 1	Legal Proceedings
Item 1A	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 10-Q
_______________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2010

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

ALASKA PACIFIC ENERGY CORP.
(Exact name of registrant as specified in Charter


NEVADA	000-53607	20-4523691
(State or other jurisdiction of	(Commission File No.	IRS Employee Identification No.)
incorporation or organization)

2005 Costa Del Mar Road, Carlsbad CA, 92009
(Address of Principal Executive Offices) (Zip Code)

Telephone: 604-274-1565
(Registrant s

_______________
(Former Name or Former Address if Changed Since Last Report)

ALASKA PACIFIC ENERGY CORP.
FORM 10-Q
April 30, 2010

INDEX

PART I-- FINANCIAL INFORMATION

Item 1. Financial Statements
Balance Sheets F-1
Statement of Operations F-2
Statement of Cash Flows F-3
Condensed Notes to the Financial Statements F-5

Item 2. Management s Discussion and Analysis of Financial Condition
Item 3 Quantitative and Qualitative Disclosures About Market Risk
Item 4 Control and Procedures

PART II-- OTHER INFORMATION

Item 1 Legal Proceedings
Item 1A Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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

Alaska Pacific Energy Corp

(An Exploration Stage Company)

Unaudited Financial Statements (Expressed in US dollars) ~~October 31, 2009~~

April 30, 2010

~~Alaska Pacific Energy Corp. (An Exploration Stage Company) Notes to Financial Statements October 31, 2009~~6

1Alaska Pacific Energy Corp. (An ~~NATURE~~Exploration ~~ORGANIZATION~~Stage OFCompany) Condensed ~~OPERATIONS~~Notes to Financial Statements April 30, 2010

~~Organization~~1. BASIS OF PRESENTATION

~~Alaska~~The ~~Pacific~~accompanying ~~Energy~~unaudited ~~Corp.~~financial ~~(the~~statements ~~“Company”),~~have ~~was~~been ~~incorporated~~prepared ~~under~~in accordance with accounting principles generally accepted in the ~~laws~~United States of America and the ~~State~~rules ofand ~~Nevada~~regulations onof ~~January~~the ~~13,~~United ~~2005~~States Securities and isExchange ~~engaged~~Commission infor ~~the~~interim ~~acquisition~~financial information. Accordingly, ~~exploration~~they do not include all the information and ~~development~~footnotes necessary for a comprehensive presentation of ~~resource~~financial ~~properties.~~position, ~~The~~results ~~Company~~of ~~has~~operations, ~~not~~stockholders ~~yet~~deficit ~~determined~~or ~~whether~~cash ~~their~~flows. ~~properties~~It ~~contain~~is ~~enough~~management's ~~mineral~~opinion, ~~reserves~~however, ~~such~~ that ~~their~~all ~~recovery~~material ~~would~~adjustments be(consisting ~~economically~~of ~~viable~~normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. AsThe atunaudited ~~October~~interim ~~31,~~financial ~~2009~~statements should be read in conjunction with the Company iss ~~considered~~Annual aReport ~~development~~on ~~stage~~Form ~~Company~~10-K, which contains the audited financial statements and notes thereto, ~~accordingly~~together with the Management s Discussion and Analysis, for the ~~financial~~year ~~statements~~ended ~~are~~January ~~prepared~~31, ~~following~~2010. The interim results for the ~~guidelines~~period ended April 30, 2010 are not necessarily indicative of ~~“Accounting~~the ~~and~~results ~~Reporting~~for bythe ~~Development~~full ~~Stage~~fiscal ~~Enterprises”~~year.

~~Going~~2. ~~Concern~~NATURE ORGANIZATION OF OPERATIONS

~~These~~Alaska ~~financial~~Pacific ~~statements~~Energy ~~have~~Corp. ~~been~~(the ~~prepared~~Company in), ~~accordance~~was ~~with~~incorporated ~~generally~~under ~~accepted~~the ~~accounting~~laws ~~principles~~of in the ~~United~~State ~~States~~ of ~~America~~Nevada ~~applicable~~on toJanuary a13, ~~going~~2005 ~~concern~~and ~~which~~is ~~assume~~engaged ~~that~~in the ~~Company~~acquisition, ~~realize~~exploration ~~its asset~~ and ~~discharge~~development ~~its liabilities in the normal course~~ of ~~business~~resource properties. The Company has nonot ~~revenue~~yet ~~source~~determined ~~and~~whether istheir ~~dependent~~properties oncontain ~~financing~~enough tomineral ~~sustain~~reserves, ~~operations~~such ~~and~~that ~~pay~~their ~~for~~recovery ~~future~~would ~~commitments~~be ~~related~~economically toviable. ~~the mineral option~~Further, ~~and~~the ~~might~~Company ~~not~~is ~~have~~considered ~~sufficient~~a ~~working~~development ~~capital~~stage ~~for~~Company ~~the~~as ~~next~~defined ~~twelve months. As shown~~ in ~~the~~accordance ~~accompanying~~with ~~unaudited~~accounting ~~financial statements~~guidance, ~~the~~FASB ~~Company~~ASC ~~incurred~~915, aDevelopment ~~net~~Stage ~~loss of $62~~Entities,~~284~~ ~~during~~and ~~the~~has ~~nine~~not, ~~month~~thus ~~period~~far, ~~ended~~commenced ~~October~~planned ~~31,~~principal ~~2009~~operations.

~~These factors create substantial doubt as to the ability of the Company to continue as a going concern~~3. ~~Realization~~GOING ~~values may be substantially different from the carrying values as shown in these financial statement should the Company be unable to continue as a going concern.~~CONCERN

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America applicable to a going concern which assumes that the Company realize its asset and discharge its liabilities in the normal course of business. The Company has no revenue source and is dependent on financing to sustain operations and pay for future commitments related to the mineral option, and might not have sufficient working capital for the next twelve months. As shown in the accompanying unaudited financial statements, the Company incurred a net loss of $203,424 and $21,826 during the first quarter ended April 30, 2010 and 2009. The Company has historically incurred net losses which have resulted in an accumulated deficit of $370,380 at April 30, 2010. These factors create substantial doubt as to the ability of the Company to continue as a going concern. Realization values may be substantially different from the carrying values as shown in these financial statement should the Company be unable to continue as a going concern. Management is in the process of identifying sources for additional financing to fund the ongoing development of the Company’ s business. As of ~~October~~April 3130, ~~2009~~2010, the Company had cash and cash equivalents of $10150,~~918~~545, prepaid of $6,355 and other receivables of $44, among the current assets. The accompanying financial statements do not include any adjustments related to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

~~Interim~~4. ~~Financial~~EXPLORATION ~~Statements~~AND DEVELOPMENT

~~The~~Exploration ~~accompanying~~costs ~~financial~~are ~~statements~~charged ~~have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary~~ to ~~present fairly the financial position, results of~~ operations ~~and~~as ~~cash flows at October 31, 2009 and 2008 and for the periods then ended have been made~~incurred.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s January 31, 2009 audited financial statements. The results of operations for the periods ended October 31, 2009 and 2008 are not necessarily indicative of the operating results for the full year.

Alaska Pacific Energy Corp. (An Exploration Stage Company) Condensed Notes to Financial Statements ~~October~~April 3130, ~~2009~~2010

2 4. ~~SUMMARY~~EXPLORATION OFAND ~~SIGNIFICANT~~DEVELOPMENT ~~ACCOUNTING~~(Cont ~~POLICIES~~d&)

~~Recent~~ ~~Accounting~~When ~~Pronouncements~~it has been established that a mineral deposit is commercially mineable and a decision has been made to formulate a mining plan (which occurs upon completion of a positive economic analysis of the mineral deposit), the costs subsequently incurred to develop the mine on the property prior to the start of the mining operations are capitalized. Capitalized amounts may be written down if future undiscounted cash flows, including potential sales proceeds, related to mineral property are estimated to be less than the carrying value of the property. At April 30, 2010 and January 31, 2010, the Company had no exploration and development costs; however, the Company did capitalize mining option costs as disclosed in Resource Property below.

In ~~September~~5. ~~2009,~~RESOURCE ~~the Financial Accounting Standards Board (FASB) issued ASU 2009-12,~~PROPERTIES

~~Fair~~ ~~Value~~Capitalized ~~Measurements~~amounts ~~and~~may ~~Disclosures~~be ~~(Topic~~written ~~820):~~down ~~Investments~~if infuture ~~Certain~~cash ~~Entities~~flows, ~~That~~including ~~Calculate~~potential ~~Net~~sales ~~Asset~~proceeds, ~~Value~~related ~~per~~to ~~Share~~the ~~(or~~property ~~Its~~are ~~Equivalent).~~estimated ~~This~~to ~~update~~be ~~provides~~less ~~amendments~~than tothe ~~Subtopic~~carrying ~~820-10,~~value ~~Fair~~of ~~Value~~the ~~Measurements~~property. ~~and~~Management ~~Disclosures~~of –the ~~Overall,~~Company ~~for~~reviews the ~~fair~~carrying value ~~measurement~~ of ~~investments~~each inresource ~~certain~~property ~~entities~~interest ~~that~~periodically, ~~calculate~~and ~~net~~whenever ~~asset~~events ~~value~~or ~~per~~changes ~~share~~in ~~(or~~circumstances ~~its~~indicate ~~equivalent).~~that ~~The~~the ~~amendments~~carrying invalue ~~this~~may ~~update~~not ~~are~~be ~~effective~~recoverable. ~~for~~Reductions ~~interim~~in ~~and~~the ~~annual~~carrying ~~periods~~value ~~ending~~of ~~after~~each ~~December~~property ~~15,~~would ~~2009.~~be ~~Early~~recorded ~~application~~to isthe ~~permitted~~extent inthe ~~financial~~carrying ~~statements~~value ~~for~~of ~~earlier~~the ~~interim~~investment ~~and~~exceeds ~~annual~~the ~~periods~~estimated ~~that~~future ~~have~~net ~~not~~cash ~~been issued~~flows. ~~The~~At ~~adoption~~April of30, ~~this~~2010 ~~update~~and ~~will~~January ~~have~~31, no2010, ~~material effect on~~ the Company’s ~~financial~~capitalized ~~condition~~$41,600 orof ~~results~~mining ofclaim ~~operations~~option costs, respectively.

In ~~August~~The ~~2009,~~Company has been in the ~~FASB~~exploration ~~issued~~stage ~~ASU~~since ~~2009-05,~~its ~~Fair~~formation ~~Value~~on ~~Measurements~~January 13, 2005 and ~~Disclosures~~has ~~(Topic~~not ~~820):~~yet ~~Measuring~~realized ~~Liabilities~~any atrevenues ~~Fair~~from ~~Value~~its planned operations. ~~This~~Mineral ~~update~~property ~~provides~~acquisition ~~amendments~~and toexploration ~~Subtopic~~costs ~~820-10,~~are ~~Fair~~charged ~~Value~~to ~~Measurements~~operations ~~and~~as ~~Disclosures~~incurred. –When ~~Overall,~~it ~~for~~has ~~the~~been ~~fair~~determined ~~value~~that ~~measurement~~a ofmineral ~~liabilities.~~property ~~The~~can ~~guidance~~be ~~provided~~economically indeveloped ~~this~~as ~~update~~a isresult ~~effective~~of ~~for~~establishing ~~the~~proven ~~first~~and ~~reporting~~probable ~~period~~reserves, ~~beginning~~the ~~after~~costs ~~issuance.~~incurred ~~The~~to ~~adoption~~develop ofsuch ~~this~~property, ~~statement~~are ~~has~~capitalized. ~~had~~Such nocosts ~~material~~will ~~effect~~be onamortized using the ~~Company’s~~units-of-production ~~financial~~method ~~condition~~over orthe ~~results~~estimated life of ~~operations~~the probable reserve.

In ~~June~~the ~~2009,~~event that facts and circumstances indicate that the ~~FASB~~costs ~~issued~~of ~~SFAS~~long-lived Noassets, other than mining properties, may be impaired, and evaluation of recoverability would be performed. ~~168~~If an evaluation is required, ~~The~~the ~~FASB~~estimated ~~Accounting~~future ~~Standards~~undiscounted ~~CodificationTM~~cash ~~and~~flows associated with the ~~Hierarchy~~asset ofwould ~~Generally~~be ~~Accepted~~compared ~~Accounting~~to ~~Principles—~~the asset s carrying amount to determine if a ~~replacement~~write-down to market value or discounted cash flow value is required. Impairment of ~~FASB~~mining properties is evaluated subject to the full cost ceiling as described under mining Properties.

~~Statement~~ No6. ~~162,~~MINING which is codified in FASB ASC 105, Generally Accepted Accounting Principles (“ASC 105”). ASC 105 establishes the Codification as the source of authoritative GAAP in the United States (the “GAAP hierarchy”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Once the Codification is in effect, all of its content will carry the same level of authority and the GAAP hierarchy will be modified to include only two levels of GAAP, authoritative and non-authoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of ASC 105 has had no material effect on the Company’s financial condition or results of operation.CLAIMS

In ~~June~~Whitton ~~2009,~~Township ~~the~~and ~~FASB~~Gayhurst ~~issued~~Township ~~SFAS~~in ~~No.~~Province ~~167,~~of ~~Amendments~~Quebec toMining ~~FASB~~Claims ~~Interpretation No. 46(R)~~Canada

~~(“SFAS~~ NoThe Company entered into an option agreement dated June 26, 2008 to acquire a 100% interest in three groups of mineral claims with 21, 28 and 12 claims, respectively, in Whitton Township and Gayhurst Township, Province of Quebec, Canada. ~~167”)~~Pursuant to the agreement, ~~which~~the ~~amends~~Company paid $16,600 and issued 250,000 common shares at $0.10 per share on July 15th 2008 for the ~~consolidation~~first ~~guidance~~payment. ~~applicable~~The second cash payment in amount of $16,600 and 250,000 common shares issuance was to ~~variable~~be ~~interest~~executed ~~entities~~on or before July 15, 2009. The ~~amendments~~Company ~~significantly~~signed ~~affect~~an extension for the ~~overall~~second ~~consolidation~~payment ~~analysis~~to ~~under~~July ~~FASB~~15, 2010 pursuant to the agreement to purchase the claims. In addition to the extension, the agreement was modified such that the seller gave the Company title to 44 of the 61 claims associated with the agreement. Therefore the company currently owns 44 mineral claims and has an option to purchase the remaining 17 claims by making the last cash payment in the amount of $16,600 and by issuing 250,000 common shares or before July 15, 2010.

ASC 810, Consolidation and require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. SFAS No. 167 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS

Alaska 2.Pacific ~~SUMMARY~~Energy OFCorp. (An ~~SIGNIFICANT~~Exploration ~~ACCOUNTING~~Stage ~~POLICIES (Cont’d…~~Company) Condensed ~~Recent~~Notes ~~Accounting~~to ~~Pronouncements~~Financial ~~(Cont’d…)~~Statements April 30, 2010

No7. ~~167~~INTANGIBLE isASSETS ~~effective~~INTELLECTUAL asPROPERTY of the beginning of the first fiscal year that begins after November 15, 2009, early adoption is prohibited. The Company does not believe the future application of SFAS No. 167 will have an adverse impact on its consolidated financial statements.RIGHTS

Intangible Inassets ~~June,~~consist ~~2009,~~of ~~the~~intangible ~~Financial~~property ~~Accounting~~rights ~~Standards~~costs. ~~Board~~Intangible ~~issued~~property ~~Statement~~rights ofcosts ~~Financial~~are ~~Accounting~~costs ~~Standards~~incurred Noto ~~166,~~use ~~Accounting~~Entec ~~for~~s ~~Transfers~~North ofAmerican ~~Financial~~License ~~Assets—an~~rights ~~amendment~~to ofEntec ~~FASB~~s ~~Statement~~Horizontal ~~No.~~Directional ~~140”~~Drilling ~~(“SFAS~~Oilsands ~~166”)~~Recovery Solutions for any oil-sands recovery activities. ~~This~~The ~~statement~~costs ~~removes~~are amortized using the ~~concept~~straight-line method over the estimated lives of a25 ~~qualifying~~years ~~special-purpose~~for ~~entity~~intellectual ~~Statement~~property ~~140~~rights ~~and~~determined ~~removes~~pursuant to the ~~exception~~life ~~from~~of ~~applying~~the ~~Interpretation~~agreement Nowith Engineering Technology, Inc. 46made ~~(revised~~on ~~December~~March ~~2003)~~18, ~~Consolidation~~2010. ofUnsuccessful ~~Variable~~intellectual ~~Interest~~property ~~Entities,~~costs toare ~~qualifying~~expensed ~~special-purpose~~at ~~entities~~the time the agreement is terminated. ~~SFAS~~We Noassess the carrying values of long-lived assets for impairment when circumstances warrant such a review. ~~166~~In ~~has~~performing ~~not~~this ~~yet~~assessment, ~~been~~management ~~codified~~considers current market analysis and inappraisal ~~accordance~~of the technology, along with ~~ASC~~estimates of future cash flows. We recognize impairment losses when undiscounted cash flows estimated to be generated from long-lived assets are less than the amount of unamortized assets.

The ~~105,~~related ~~remains~~costs ~~authoritative~~are ~~guidance~~capitalized ~~until~~as ~~such~~intangible ~~time~~assets ~~that~~and itsubject isto ~~integrated~~an inamortization ~~the~~period ~~FASB~~of ~~ASC.~~twenty ~~SFAS~~five ~~No.~~years, ~~166~~which is ~~effective~~the ~~for~~contractual ~~financial~~life ~~asset~~of ~~transfers~~the ~~occurring~~assets. ~~after~~As ~~the~~of ~~beginning~~April of30, an2010 ~~entity’s~~and ~~first~~January ~~fiscal~~31, ~~year~~2010, ~~that~~the ~~begins~~capitalized ~~after~~intangible ~~November~~assets 15totaled $750,000 ~~2009~~ and ~~early~~$0, ~~adoption is prohibited~~respectively. The ~~Company~~amortization ~~does not believe the future application~~ of ~~SFAS~~$5,000 ~~No.~~and ~~166~~$0 ~~will~~are ~~have~~recorded ~~any~~as ~~impact~~of onApril ~~its~~30, ~~consolidated~~2010 ~~financial~~and ~~statements or a material effect on the Company’s financial condition or results of operations~~2009.

Intellectual Inproperty ~~May,~~rights ~~2009,~~consisted ~~FASB~~of ~~issued~~the ~~ASC~~following ~~855~~at ~~Subsequent~~April ~~Events~~30, ~~which~~2010 ~~establishes principles~~ and ~~requirements~~January ~~for subsequent events. In accordance with the provisions of ASC 855~~31, ~~the Company currently evaluates subsequent events through the date the financial statements are available to be issued.~~2010:

8. NOTE PAYABLE

On January 9, 2010, the Company received $10,000 from Ms. Sally Alston ( the lender ) pursuant to a promissory note payable. The note bears interest at 6% per annum, and is due on demand. On January 31, 2010, the Company entered into an additional promissory note with Ms. Sally Alston in an amount of $2,000 bearing interest of 6% per annum and is due on demand. On February 1, 2010, the Company received $2,000 from Ms. Sally Alston pursuant to this promissory. On February 25, 2010, the Company entered into another additional convertible promissory note with Ms. Sally Alston and received in the amount of $5,000 bearing interest of 10% per annum. The promissory note and interest are due and will be paid on demand. Under the agreement when demand for payment is presented to the Company, providing 10 clear days notice in written are give to the Company, the lender has the option to convert this loan outstanding at a deemed price of $0.15 into Company s common stock. On April 27, 2010, the Company paid back $15,000 of principal on demand to this lender. As of April 30, 2010, the Company accrued total interest of $391.

Alaska Pacific Energy Corp. (An Exploration Stage Company) Condensed Notes to Financial Statements ~~October~~April 3130, ~~2009~~2010

3 8. ~~MINING~~NOTE ~~CLAIM~~PAYABLE ~~OPTION~~(Cont d&)

~~Whitton~~ ~~Township~~On February 22, 2010, the Company entered into a convertible promissory note with Mike Moustakis in amount of $4,200 bearing interest of 6% per annum. The promissory note and ~~Gayhurst~~interest ~~Township~~are due and will be paid on demand. Under the agreement when demand for payment is presented to the Company, providing 15 clear days notice in ~~Province~~written are given to the Company, the lender has the option to convert this loan outstanding at a deemed price of ~~Quebec~~$0.15 ~~mining~~into ~~claims~~Company –s ~~Canada~~common stock. The Company has received $4,200 (CAD$4,340) from the lender pursuant to the promissory note. As of April 30, 2010, the Company accrued interest of $40.

~~The~~ Company entered into an option agreement dated June 26, 2008 to acquire a 100% interest in three groups of mineral claims with 21, 28 and 12 claims, respectively, in Whitton Township and Gayhurst Township, Province of Quebec, Canada9. ~~Pursuant~~CAPITAL to the agreement, the Company paid $16,600 and issued 250,000 common shares at $0.10 per share on July 15th 2008 for the first payment. The second cash payment in amount of $16,600 and 250,000 common shares issuance was to be executed on or before July 15, 2009. The Company signed an extension for the second payment to February 27, 2010 pursuant to the agreement to purchase the claims. The last cash payment in amount of $16,600 and 250,000 common shares issuance shall be executed on or before July 15, 2010. The option will be considered exercised once all payments in cash and stock have been made, and ownership of the claims will transfer to the Company.STOCK

4. ~~LOSS~~Issued ~~PER~~and ~~SHARE~~Outstanding

~~Basic~~ ~~and~~On ~~Diluted~~February ~~Net~~6, ~~Loss~~2010, ~~Per~~the ~~Share~~Company issued 1,000,000 shares of common stock of the Company valued at $0.10 per share or $100,000, pursuant to a business advisory consulting agreement dated November 1, 2009.

~~The~~ ~~Company~~On ~~computes~~February ~~net~~26, ~~loss per share in accordance with the accounting pronouncement~~2010, ~~Earnings~~Nanita ~~per~~Holding ~~Share~~Ltd., ~~This~~George ~~accounting~~Skrivanos, ~~pronouncement requires presentation of both basic~~ and ~~diluted~~Anastasios ~~earnings~~Koutsoumbos ~~per~~authorized ~~share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available~~ to ~~common~~affect ~~shareholders (numerators) by~~ the ~~weighted~~share ~~average~~cancellation ~~number~~ of ~~shares~~2,000,000, ~~outstanding~~1,000,000 ~~(denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method~~ and ~~convertible preferred stock using the if-converted method. In computing diluted EPS~~1,000,000 ~~the~~common ~~average~~stocks ~~stock price for the period is used in determining the number~~ of ~~shares assumed to be purchased from~~ the ~~exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. The~~ Company, ~~had~~respectively nowhich ~~common~~were ~~stock~~originally ~~equivalents~~issued ~~outstanding~~in ~~at October 31, 2009 and 2008~~2007.

On March 11, 2010, the board of directors of the Company approved the issuance of 1,000,000 shares of common stock of the Company to a director and officer of the Company for services provided to the Company. The shares were issued in accordance with Regulation S of the Securities Act of 1933 and valued at $0.10 per share or $100,000.

On March 18, 2010, the Company entered into an Oil Sands Licensing Agreement (the Agreement ) with Engineering Technology, Inc. ( Entec ). Pursuant to the terms of the Agreement the Company shall receive intellectual rights, including a non-exclusive, non-transferable, non sub-licensable, royalty free, fully paid-up license to use Entec s North American License rights to Entec s Horizontal Directional Drilling Oilsands Recovery Solutions for any oil-sands recovery activities in which the Company is now or hereafter engaged. In exchange for this exclusive North American License, the Company issued 15,000,000 restricted common shares of the Company to Entec at a deemed price of $0.05 per share or $750,000.

On April 25, 2010, the Company issued 1,358,333 shares of common stock of the Company for cash valued at $0.15 per share or $203,750.

Deferred Stock Compensation

On November 1, 2010, the Company entered into a business advisory consulting agreement with James Andrews. The Company agreed to issue the consultant a total of 5,000,000 restricted common shares of the Company vesting as follows: 2,000,000 restricted Common Shares upon the signing of this agreement, 1,000,000 restricted Common Shares on December 1, 2009, 1,000,000 restricted Common Shares on January 1, 2010, and rest of 1,000,000 restricted Common Shares on February 6, 2010 for his services over 3 years, commencing on November 1, 2009. The Company used the straight line amortization method to amortize the entire 5 million shares over three years service period. As of April 30, 2010, the Company issued the total of 5,000,000 shares of their common stock and recorded deferred stock compensation of $500,000. The amount of $83,334 is amortized as of April 30, 2010.

Alaska Pacific Energy Corp. (An Exploration Stage Company) Condensed Notes to Financial Statements ~~October~~April 3130, ~~2009~~2010

5 9. ~~RELATED~~CAPITAL ~~PARTY~~STOCK ~~TRANSACTIONS~~(Cont d&) Basic and Diluted Net Loss Per Share

~~Related~~ ~~party~~The ~~transactions~~Company ~~are~~computes net loss per share in accordance with the ~~normal~~accounting ~~course~~pronouncement, Earnings per Share. This accounting pronouncement requires presentation of ~~operations,~~both ~~occurring~~basic and diluted earnings per share ( EPS ) on ~~terms~~the ~~and~~face ~~conditions~~of ~~that~~the ~~are~~income ~~similar~~statement. Basic EPS is computed by dividing net loss available to ~~those~~common shareholders (numerators) by the weighted average number of ~~transactions~~shares ~~with~~outstanding ~~unrelated~~(denominator) ~~parties~~during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and, ~~therefore~~convertible preferred stock using the if-converted method. In computing diluted EPS, ~~are~~the ~~measured~~average atstock price for the ~~exchange~~period ~~amount~~is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. The Company had no common stock equivalents outstanding at April 30, 2010 and 2009.

~~During~~ ~~the~~10. ~~nine~~RELATED ~~month~~PARTY ~~period ended October 31, 2009, the Company was charged $3,000 professional fees by a director of the Company.~~TRANSACTIONS

~~The~~ ~~Company~~Related ~~accrued~~party ~~professional~~transactions ~~and~~are ~~administration~~in ~~fees~~the normal course of $3operations,~~815~~ ~~and~~occurring $0on toterms ~~James~~and R.conditions ~~King,~~that anare ~~officer~~similar ofto ~~the~~those ~~Company~~of attransactions ~~October~~with ~~31,~~unrelated ~~2009~~parties and ~~January 31~~, ~~2009~~therefore, ~~respectively. The amounts due to related parties~~ are ~~non-interest~~measure ~~bearing~~at ~~and~~the ~~have~~exchange ~~no specific terms of repayment~~amount.

6. ~~COMMITMENTS Sub-Lease~~During ~~Office~~the ~~Agreement~~first quarter ended April 30, 2010 and 2009, the Company was charged $15,000 and $0 consulting fees, respectively by the President and CEO of the Company.

On ~~May~~During the first quarter ended April 30, 2010 and 2009, the Company ~~signed~~received an$7,133 ~~agreement~~and to$332 ~~sub-lease~~operating ~~office~~expense ~~space~~advance ~~effectively~~ from ~~June~~the 1,President ~~2009~~and toCEO ~~July~~of 5the Company, ~~2010~~respectively. The Company ~~agreed~~paid ~~to make monthly rental payment in~~ the ~~amount~~amounts of ~~CAD~~$~~750. As of October 31~~7,110 ~~2009,~~and ~~the~~$0 ~~Company~~as ~~paid~~of aApril ~~total~~30, of2010 $3and 2009,~~410~~ respectively.

7 There were $23 and $4,590 due to the President and CEO of the Company for operating expenses and accrued management services at April 30, 2010 and January 31, 2010, respectively. ~~CONSENT~~The ~~RESOLUTIONS~~amounts due to related party advance are non-interest bearing and have no specific terms of repayment.

On October 1, 2009, all the directors and officers of the Company pursuant to the Bylaws of the Corporation and Chapter 78 of the Nevada Revised Statues took, confirmed and approved the appointment of Timothea Welsh, currently serving as a director to also serve as an officer of the Company in the position of Secretary to replace Mr11. ~~Jim~~INCOME King in that position to serve for a period of one year or until such time as her successor is duly elected and qualifies. At the same time, pursuant to Jim King’s executive Services Agreement dated April 21, 2006, the Company accepted and confirmed an increase in Mr. King’s monthly fee to $3,000 per month effective immediately.TAXES

8 The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. ~~SUBSEQUENT~~48, ~~EVENT~~"Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48)). FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior

Subsequent to the quarter ended October 31, 2009, the Company received $10,000 from Ms.

Sally Alston pursuant to a promissory note payable. The note bears interest at 6% per annum, and is due until this sum is paid to the lender on demand.

Alaska Pacific Energy Corp.
An Exploration Stage Company)
Condensed Notes to Financial Statements
April 30, 2010

11. INCOME TAXES (Cont d&)

literature FASB Statement No. 109, Accounting for Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10. As a conclusion, the tax position of the Company is not met more-likely-than-not threshold as of April 30, 2010.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The following is a reconciliation of the provision for income taxes at the United States of America federal income tax rate to the income taxes reflected in the statements of operations:

Alaska Pacific Energy Corp.
An Exploration Stage Company)
Condensed Notes to Financial Statements
April 30, 2010

11. INCOME TAXES (Cont d&)

As of April 30, 2010, the Company s net deferred tax assets are offset by a valuation allowance of $92,164. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the year in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment.

As of April 30, 2010 and January 31, 2010, the Company has approximately $270,000 and $167,000 of net operating losscarryforwards available to reduce future taxable income. These carryforwards will begin to expire in 2028.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

As April 30, 2010, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.

The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of April 30, 2010 and January 31, 2010, the Company had no accrued interest or penalties related to uncertain tax positions.

The tax years that remain subject to examination by major taxing jurisdictions are those for the period ended April 30, 2010 and January 31, 2010.

Alaska Pacific Energy Corp.
(An Exploration Stage Company)
Condensed Notes to Financial Statements
April 30, 2010

12. COMMITMENTS

Expend Work on Claims

The Company had planned to expend work totaling $21,250 on the block of 17 optioned claims by February 27, 2009 and an additional $55,000 on the remaining block of 44 claims by July 15, 2010. However, the Company has delayed initiating any work on the 17 optioned claims pending an evaluation of their relative potential. A final decision whether or not to proceed with the closing of the option and to make the final payment of $16,600 and 250,000 shares, must be made by July 15, 2010. We are also required to conduct work on the wholly owned 44 claims totaling $55,000 by July 15, 2011 and again on July 15, 2012. As of April 30, 2010, no work has been expended on any of the claims.

Business Advisory Consulting Agreement

On November 1, 2010, the Company entered into a business advisory consulting agreement with James Andrews. The Company agreed to issue the consultant a total of 5,000,000 restricted common shares of the Company vesting as follows: 2,000,000 restricted Common Shares upon the signing of this agreement, 1,000,000 restricted Common Shares on December 1, 2009, 1,000,000 restricted Common Shares on January 1, 2010, and rest of 1,000,000 restricted Common Shares on February 6, 2010 for his services provided. These shares are issued at a deemed price of $0.10 per shares which shall be restricted securities as defined in Rule 144 of the General Rules and Regulations under the Securities Act of 1933, as amended (hereinafter referred to as the Act ), and may not be sold unless registered pursuant to the Act or in accordance with the terms of Rule 144 and any certificate (s) representing the above noted shares shall bear a restrictive legend pursuant to Rule 144 of the Securities and Exchange Act of 1933. The term of this agreement shall be a period of three years, commencing November 1, 2009, and terminating October 31. 2012. As of April 30, 2010, 5,000,000 shares have been issued.

13. SUBSEQUENT EVENTS

The Company received a deposit of $3,000 on May 17, 2010 and issued 20,000 shares of the common stock of the Company for cash at $0.15 per share.

On May 1, 2010, the Company granted a total of 3,150,000 stock options at the exercise price of $0.25 per share. The options will be vested for two (2) years from the date of grant and will expire on April 30, 2012. The Options were granted to seven individuals in the number set opposite their names:


David Goldman	500,000
Alpha Pang	500,000
Anna Skoka	50,000
Cherry Cai	100,000
Barry Leung	1,000,000
Mark Andrews	250,000
Bonnie Armstrong	250,000

Alaska Pacific Energy Corp.
(An Exploration Stage Company)
Condensed Notes to Financial Statements
April 30, 2010

13. SUBSEQUENT EVENTS (Cont d&)

On June 1, 2010, Alaska Pacific Energy Corp. (the Company ) entered into a purchase agreement to acquire all the outstanding shares and assets of Engineering Technology Inc ( Entec ) a Calgary Alberta based, private company. Entec is an international provider of Horizontal Directional Drilling (HDD) engineering and technology development to the oil and gas industry. Pursuant to the terms of the Agreement (attached hereto as Exhibit 10.7), the Company will pay $7,000,000 and issue a total of 12,000,000 restricted common shares to the Entec shareholders at a deemed price of $0.25 per share. Additionally, APEC will have to raise $5,000,000 dollars for working capital. The agreement is subject to a full due diligence review of Entec. Completion of the due diligence and the closing is expected by no later than July 31, 2010. Grant Jameson, a resident of Calgary Alberta, is the President and CEO of Entec. At the closing, Mr. Jameson will be appointed a director of APEC. The Company has also incorporated a wholly owned subsidiary, Alaska Pacific Energy (Canada) Ltd., based in Calgary Alberta. Mr. Jameson has already been appointed CEO of the subsidiary in order to assist with the transition and maintain continuity. The closing, when it takes place, will be reported, by the Company upon completion.

Alaska Pacific Energy Corp. has evaluated subsequent events for the period April 30, 2010 through the date the financial statements were issued, and concluded there were no other events or transactions occurring during this period that required recognition or disclosure in its financial statements.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

~~The~~ ~~information~~Our ~~contained~~business inactivities ~~Item~~to 2date ~~contains~~have ~~forward-looking~~not ~~statements~~provided ~~within~~any cash flow. During the ~~meaning~~next oftwelve ~~Section~~months ~~27A~~we ofanticipate ~~the~~incurring ~~Securities~~costs ~~Act~~and expenses related to filing of ~~1933~~Exchange Act reports, asexploratory ~~amended~~work on our claims, ~~and~~as ~~Section~~well ~~21E~~as ofcosts ~~the~~related ~~Securities~~to ~~Exchange~~the ~~Act~~management of ~~1934,~~a aspublic ~~amended.~~company ~~Actual~~if ~~results~~we ~~may~~are ~~materially~~successful ~~differ~~in ~~from~~bringing ~~those~~the ~~projected~~Company into trade. Management will fund the ~~forward-looking~~costs ~~statements~~and expenses to be incurred as a result of ~~certain~~such ~~risks~~activities ~~and~~through ~~uncertainties~~further ~~set~~investment ~~forth~~ in ~~this~~our ~~report.~~Company ~~Although~~through ~~management~~additional ~~believes~~equity ~~that~~financing ~~the~~by ~~assumptions~~private ~~made~~investors. ~~and~~Based ~~expectations~~on ~~reflected~~our inhistory ~~the~~as ~~forward-looking~~a ~~statements~~developmental ~~are~~stage ~~reasonable~~company, ~~there~~it is nodifficult ~~assurance~~to ~~that~~predict ~~the~~our ~~underlying~~future ~~assumptions~~results ~~will,~~of inoperations. ~~fact,~~Our ~~prove~~operations tomay benever ~~correct~~generate orsignificant ~~that~~revenues ~~actual~~or ~~results~~any ~~will~~revenues ~~not~~whatsoever, beand ~~different~~we ~~from~~may ~~expectations~~never ~~expressed~~achieve inprofitable ~~this report~~operations.

~~Plan~~ We incurred total operating expenses in the amount of ~~Operation~~$370,380 for the period from our inception on January 13, 2005 to April 30, 2010.

We ~~were~~Plan ~~incorporated in the State~~ of Nevada on January 13, 2005. Alaska Pacific Energy Corp., (the “Company or “APEC”) is a start-up, development stage company engaged in the search for commercially viable minerals, specifically, molybdenum. On June 26, 2008 the Company entered into an option agreement to acquire a 100% interest in three groups of mineral claims, with 21, 28 and 12 claims, respectively, in Whitton Township and Gayhurst Township, Province of Quebec, Canada., Pursuant to the agreement, the Company paid $16,600 and issued 250,000 common shares at $0.10 per share on July 15th 2008 for the first payment .The Company is obligated to make two additional cash payments of $16,600 on or before, February 27, 2010 and July 15, 2010, respectively, The Company will also issue 250,000 common shares on or before February 27, 2010 and issue 250,000 common shares on or before July 15, 2010 as payment in full for the claims.Operations

We ~~have~~The noCompany ~~property~~will ~~other~~continue ~~than the option~~ to ~~acquire~~manage ~~the~~its ~~claims.~~operations ~~There~~and iscash noresources ~~assurance~~in ~~that~~ a ~~commercially~~manner ~~viable~~consistent ~~mineral~~with ~~deposit~~its ~~exists~~expectation onthat ~~our~~it ~~claims~~will ~~or can~~ be ~~shown~~able to ~~exist~~satisfy ~~until~~cash ~~sufficient~~requirements ~~and~~through ~~appropriate~~fiscal ~~exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility~~2010. The ~~Company~~main ~~will~~operating ~~proceed~~costs ~~only~~for ifthe ~~minerals~~Company ~~are found and their extraction be deemed economically feasible.~~include:

~~The~~ ~~Company~~Scheduled ~~will~~and ~~continue~~Contracted Payment of $16,600 to ~~manage~~Robert ~~its~~Rosenblat ~~operations~~to ~~and~~fulfill ~~cash~~the ~~resources~~second inyear aterms ~~manner~~of ~~consistent~~Claims ~~with~~Option ~~its~~Agreement ~~expectation~~rescheduled ~~that~~to itJuly ~~will~~15, be2010. ~~able~~A tototal ~~satisfy~~of ~~cash~~17 ~~requirements~~of ~~through~~the ~~fiscal~~claims ~~2009~~are currently being evaluated as to their potential. ~~The~~44 ~~main~~claims ~~operating~~are ~~costs~~now ~~for~~owned outright. Should the Company ~~include:~~decide not to proceed with the acquisition of the 17 claims, the $16,600 will not be paid to Mr. Rosenblat and no further payments will be required

1.	Scheduled and Contracted Payment of $16,600 to the Optionor to fulfill the second year terms of our Mining Claims Option Agreement, to be paid as of February 27, 2010.
2.	Required work program on 17 Claims with an expenditure of $21,500 to be undertaken prior to February 27, 2010 and expenditure of $56,250 prior to July 15, 2010.

· Required work program on Claims totaling $21,250 rescheduled to July 15, 2010.

Our plan of operation ~~for~~is ~~the~~to ~~twelve~~conduct ~~months~~exploration ~~following~~work on the ~~date~~claims in order to ascertain whether they possess economic quantities of ~~this~~molybdenum ~~Form~~or ~~10-Q~~other ~~filing~~minerals. isThere tocan ~~commence~~be anno assurance that economic mineral deposits or reserves exist on the claims until appropriate exploration ~~program~~work ~~prior~~is todone ~~February~~and ~~27,~~an ~~2010~~economic evaluation based on 17such work concludes that production of minerals from the ~~optioned~~property ~~mining~~is ~~claims~~economically feasible. ~~The~~Economic ~~program~~feasibility ~~will~~refers ~~consist~~to ofan ~~grid~~evaluation ~~emplacement,~~completed ~~concentrated~~by ~~geological~~an ~~mapping~~engineer ~~and~~or ~~sampling~~geologist ~~and~~whereby ~~geophysical~~he ~~surveys.~~or Weshe ~~estimate~~analyses ~~that~~whether profitable mining operations can be undertaken on the ~~cost~~property. Mineral property exploration is generally conducted in phases. Each subsequent phase of ~~this~~exploration ~~initial~~work ~~program~~is ~~will~~recommended beby ~~approximately~~a ~~$21,500~~geologist based on the results from the most recent phase of exploration.

~~There~~ isThe noCompany ~~significant~~will ~~capital~~consider ~~equipment~~an ~~purchases~~additional ~~expected~~equity ~~during~~offering within the next 12 months,. ~~over~~In ~~and~~such ~~above~~case, ~~planned~~the ~~requirements~~use asof ~~currently~~proceeds ~~comprised~~would ~~within~~center on the ~~Company's~~acceleration ~~business~~of ~~plan.~~work ~~The~~on the claims.

Company currently plans to hire up to three, part time or as needed employees to manage a short term work program on the claims. Costs for these employees are covered in the required work program costs of $21,500. Additional and future expenditure on the claims will be subject, to the Company's cash resources and operational requirements at the relevant time. We continue to seek a Joint Venture partner to assist is to explore and develop our claims.

The Company will consider an additional equity offering within the next 12 months. In this case, the use of proceeds would center on the acceleration of work on the claims and meeting our general operating costs.

Results of Operations

We have not earned any revenues from the time of our incorporation on January 13, 2005 to ~~October~~April 3130, ~~2009~~2010. We do not anticipate earning revenues unless we enter into commercial production on the optioned claims, which is doubtful. We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on any of the claims, or if such minerals are discovered, that we will enter into commercial production.

The Company recognized a net loss of $62203,~~284~~424 and $2621,~~121~~826 for the ~~nine~~quarters ~~month periods~~ ended ~~October~~April 3130, ~~2009 and 2008, respectively. From inception through October 31, 2009, the Company recognized a net loss of $98, 913.~~

Expenses for the nine month ended October 31, 2009 and 2008 were comprised of costs associated with general and administration fees of $33,181 and $251, respectively, and professional service fees of $29,103 and $25,870, respectively.16

~~Expenses~~2010 ~~for~~and ~~the three month ended October 31~~2009, ~~2009~~respectively. ~~and~~From ~~2008~~inception ~~were~~through ~~comprised~~April ~~of costs associated with general and administration fees of $12~~30,~~882~~ ~~and $55~~2010, ~~respectively,~~the ~~and~~Company ~~professional~~recognized ~~service~~a ~~fees~~net loss of $10370,~~861 and $16,270, respectively~~380.

~~Working~~Expenses ~~capital,~~for ~~which~~the ~~was~~quarters ~~current~~ended ~~assets~~April ~~less~~30, ~~current~~2010 ~~liabilities,~~and ~~was~~2009 ~~$5,787~~were atcomprised ~~October~~of ~~31,~~costs ~~2009~~associated ~~compared~~with togeneral aand ~~working~~administration ~~capital~~fees of $6835,~~071~~576 atand ~~January 31~~$16,916, ~~2009. Current assets at October 31~~respectively, ~~2009 included cash~~ and ~~cash~~professional ~~equivalents~~service fees of $10167,~~918~~557 and ~~other assets of~~ $~~180~~4,910, respectively.

~~The~~Working ~~increase~~capital, inwhich ~~the~~was ~~Company’s~~current ~~cash~~assets ~~flow~~less ~~used~~current inliabilities, ~~operating~~was ~~activities from~~ $52126,~~613~~404 toat ~~$25~~April 30,~~269~~ ~~was~~2010 ~~due~~compared to ~~the~~a ~~decrease~~working incapital ~~accounts~~deficit ~~payable~~of ~~and~~$20,589 ~~accrued~~at ~~liabilities~~January ~~and~~31, ~~the~~2010. ~~increase~~Current inassets ~~the~~at ~~net~~April ~~loss~~30, ~~contributed~~2010 toincluded ~~the~~cash ~~increase~~and ofcash ~~professional~~equivalents ~~fees,~~of ~~general & administrative expenses~~$150,545, ~~for~~prepaid ~~the~~of ~~nine month period ended October 31~~$6,355 ~~2009~~and ~~compared~~other ~~with~~receivables ~~the~~of ~~same period ended October 31, 2008~~$44.

The decrease in the Company’s cash flow used in investing activities from $16,600 to $0 was due to the decrease in cash paid for mining claims for the nine month period ended October 31, 2009 compared with the same period ended October 31, 2008

The decrease in the Company’s cash flow provided by financing activities from $105,300 to $0 was due to the decrease in proceeds from issuance of common stock for the nine month period ended October 31, 2009 compared with the same period ended October 31, 2008.

Capital Resources and Liquidity

As of ~~October~~April 3130, ~~2009~~2010 and January 31, ~~2009~~2010, we had $10150,~~918~~545 and $63178,~~531,~~ respectively in cash. We received funds of $0203,750 and $0 ~~105,300~~ for the ~~third~~first ~~quarters~~quarter ended ~~October~~April 3130, ~~2009~~2010 and ~~2008~~2009, respectively through ~~issuance~~proceeds offrom ~~common~~share ~~stock~~subscription. Our operating expenses increased for the ~~2009~~2010 ~~third~~first quarter compared to the ~~nine~~same ~~month~~quarter ~~period~~ ended ~~October~~April 3130, ~~2008~~2009. The increase was primarily due to professional fees related to legal, audit and consulting service fees and general administration expenses related to rental, office expenses and ~~stock~~depreciation ~~transfer~~expense ~~agent fees~~ in the ~~2009~~2010 ~~third~~first quarter. As a result of the increase, we recorded a larger net loss for the ~~2009~~2010 ~~third~~first quarter compared to the ~~2008~~2009 ~~third~~first quarter. Therefore we have limited capital resources and will have to rely upon the issuance of common stock to fund expenses including legal and auditing fees, exploration expenses, required payments for our claims and office expenses. Cash and cash equivalents from inception to date have been sufficient to cover expenses involved in starting our business. We will require additional funds to continue to implement our business plan during the next twelve months.

WeThe ~~currently~~increase doin ~~not~~the ~~have~~Company ~~enough~~s cash toflow ~~satisfy~~used ~~our~~in ~~minimum~~operating ~~cash~~activities ~~requirements~~from ~~for~~$17,291 ~~the~~to ~~next~~$49,583 ~~twelve~~was ~~months.~~due ~~The~~to ~~Company's financial statements have been presented on~~ the ~~basis~~increase ~~that~~in itprepaid isand adecrease ~~going~~in ~~concern,~~due ~~which~~to ~~contemplates~~related ~~the~~party ~~realization of the mineral properties~~ and ~~other~~increase ~~assets~~in ~~and~~ the ~~satisfaction~~net ofloss ~~liabilities~~contributed into the ~~normal~~increase ~~course~~ of ~~business.~~professional ~~The~~fees, ~~Company~~general ~~has~~& ~~incurred~~administrative ~~losses from inception to October 31~~expenses, ~~2009.~~for ~~The~~the ~~Company~~quarter ~~has~~ended ~~not~~April ~~realized~~30, ~~economic~~2010 ~~production~~compared ~~from~~with ~~its~~the ~~mineral~~same ~~properties~~quarter asended ofApril ~~October 31~~30, 2009. ~~These factors raise substantial doubt about the Company's ability to continue as a going concern.~~

The increase in the Company s cash flow provided by financing activities from $0 to $199,950 was due to the increase in proceeds from share issue for cash for the quarter ended April 30, 2010 compared with the same period ended April 30, 2009.

We currently do not have enough cash to satisfy our minimum cash requirements for the next twelve months. The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of the mineral properties and other assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses from inception to April 30, 2010. The Company has not realized economic production from its mineral properties as of April 30, 2010. These factors raise substantial doubt about the Company's ability to continue as a going concern.

Management continues to actively seek additional sources of capital to fund current and future operations. There is no assurance that the Company will be successful in continuing to raise additional capital, establishing probable or proven reserves, or determining if the mineral properties can be mined economically. These financial statements do not include any adjustments that might result from the outcome of these uncertainties. If we are unable to raise a sufficient amount of capital to continue to implement our business plan, we will seek a joint venture partner.

Subsequent to the quarter ended October 31, 2009, the Company received $10,000 from Ms. Sally Alston pursuant to a promissory note payable. The note bears interest at 6% per annum, and is due until this sum is paid to the lender on demand.17

Subsequent to the quarter ended April 30, 2010, the Company received a deposit of $3,000 for share subscription pursuant to sale of common stock to issue 20,000 shares of the common stock of the Company for cash at $0.15 per share.

Recent Accounting Pronouncements

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“ GAAP” ). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

Item 4. Controls and Procedures

~~Pursuant~~Evaluation ~~to Rule 13a-15(b) under the Securities Exchange Act~~ of ~~1934~~Disclosure ~~(“Exchange~~Controls ~~Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”)~~ and Chief Accounting Officer (“CAO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CAO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CAO, as appropriate, to allow timely decisions regarding required disclosure.Procedures

~~Management’s~~Our ~~Report~~principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of the end of the period covered by this report, based on ~~Internal~~their ~~Controls~~evaluation of these controls and procedures required by paragraph (b) of Rules 13a-15 and 15d-15, due to certain material weaknesses in our internal control over ~~Financial~~financial ~~Reporting~~reporting as discussed below.

Internal ~~control~~Control over ~~financial~~Financial reporting is a process to provide reasonable assurance regarding the reliability of consolidated financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There has been no change in the Company’s internal control over financial reporting during the quarter ended October 31, 2009 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.Reporting

~~The~~Management ~~Company’s~~of ~~management,~~Alaska ~~including~~Pacific ~~the~~Energy ~~Company’s~~Corp. ~~CEO~~is ~~and~~responsible ~~CAO,~~for ~~does~~establishing ~~not expect that the Company’s disclosure controls~~ and ~~procedures~~maintaining oradequate ~~the Company’s~~ internal ~~controls~~control ~~will~~over ~~prevent~~financial ~~all~~reporting. ~~errors~~Alaska ~~and~~Pacific ~~all~~Energy ~~fraud~~Corp.'s Ainternal control ~~system,~~over nofinancial ~~matter~~reporting ~~how~~is ~~well~~a ~~conceived and operated~~process, ~~can~~under ~~provide only reasonable, not absolute, assurance that~~ the ~~objectives~~supervision of the ~~control~~Chief ~~system~~Executive ~~are~~Officer ~~met.~~and ~~Further,~~ the ~~design~~Chief ofFinancial aOfficer, ~~control~~designed ~~system~~to ~~must~~provide ~~reflect~~reasonable ~~the~~assurance ~~fact~~regarding ~~that~~the ~~there~~reliability ~~are~~of ~~resource~~financial ~~constraints,~~reporting and the ~~benefits~~preparation of ~~controls~~the ~~must~~Company's befinancial ~~considered~~statements ~~relative~~for toexternal ~~their~~purposes ~~costs. Because of the inherent limitations~~ in ~~all~~accordance ~~control~~with ~~systems,~~United noStates ~~evaluation~~generally ofaccepted ~~the~~accounting ~~controls~~principles ~~can~~(GAAP). ~~provide~~Internal ~~absolute assurance that all~~ control ~~issues~~over ~~and~~financial ~~instances~~reporting ofincludes ~~fraud,~~those ifpolicies ~~any,~~and ~~within~~procedures ~~the Company have been detected.~~that:

~~Management~~Pertain ~~conducted~~to ~~an evaluation of~~ the ~~effectiveness~~maintenance of ~~our~~records ~~internal~~that ~~control~~in ~~over~~reasonable ~~financial~~detail ~~reporting~~accurately ~~based~~and onfairly reflect the ~~framework~~transactions inand ~~Internal~~dispositions ~~Control~~of –the ~~Integrated~~Company's ~~Framework issued by the~~assets;

1518

~~Committee~~ ofProvide ~~Sponsoring~~reasonable ~~Organizations~~assurance that transactions are recorded as necessary to permit preparation of the ~~Treadway~~financial ~~Commission.~~statements ~~Based~~in onaccordance ~~this~~with ~~evaluation,~~generally ~~management~~accepted ~~concluded~~accounting principles, and that ~~the~~receipts ~~company’s~~and ~~internal~~expenditures ~~control~~are ~~over~~being ~~financial~~made ~~reporting~~only ~~was~~in ~~effective~~accordance aswith authorizations of ~~October~~management ~~31,~~and ~~2009.~~the Board of Directors; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Alaska Pacific Energy Corp.'s management conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of April 30, 2010, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). As a result of this assessment, management identified material weaknesses in internal control over financial reporting.

A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

Alaska Pacific Energy Corp.'s is currently attempting to remedy the Lack of Adequate Independent Oversight (as described above) by searching for and recruiting qualified individuals to sit as independent board members whose mandate is to oversee management. The Company is not in a financial position to effectively remediate the Lack of Segregation of Duties at this time, however, improvements to Independent Oversight will challenge management to justify the information produced for the period-end financial reporting process. This report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our first fiscal quarter of our fiscal year ended January 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management s Report on Internal Controls over Financial Reporting

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of consolidated financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There has been no change in the Company s internal control over financial reporting during the first quarter ended April 30, 2010 that has materially affected, or is reasonably likely to materially affect, the Company s internal control over financial reporting.

The Company s management, including the Company s CEO and CAO, does not expect that the Company s disclosure controls and procedures or the Company s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated,

can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not aware of any litigation pending or threatened by or against the Company.

Item 1A. Risk Factors.

Not required because we are a smaller reporting Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

No sales of Equity Securities have been conducted and no shares of the Company’ s stock have been issued during the quarter ended ~~October~~April 3130, ~~2009~~2010.

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 of Form 8-K.~~

None Item 6. Exhibits and Reports of Form 8-K. (a) Exhibits

3110.18 ~~Certifications~~Form ~~pursuant to Section 302~~ of ~~Sarbanes~~Option ~~Oxley Act of 2002~~ Agreement

31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002 32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b) Reports of Form 8-K ~~None.~~

~~Signatures~~ On June 9, 2010 the Company filed a Current Report on Form 8-K (Entry into a Material Definitive Agreement) reporting that it had entered into a purchase agreement to acquire all the outstanding shares and assets of Engineering Technology Inc ( Entec ) a Calgary Alberta based, private company. Pursuant to the terms of the Agreement the Company will pay $7,000,000 and issue a total of 12,000,000 restricted common shares to the Entec shareholders at a deemed price of $0.25 per share. Additionally, APEC will have to raise $5,000,000 dollars for working capital. The agreement is subject to a full due diligence review of Entec. Completion of the due diligence and the closing is expected by no later than July 31, 2010.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto authorized in the City of Vancouver, British Columbia, Canada on December 11, 2009.20

~~Alaska Pacific Energy Corp.~~SIGNATURES

~~/s/~~Pursuant ~~James~~to R.the ~~King James~~requirements R.of ~~King President,~~Section ~~Chief~~13 ~~Executive~~and ~~Officer~~15 (d) of the Securities Exchange Act of 1934, ~~Principal~~the ~~Financial~~registrant ~~Officer~~has ~~and~~duly ~~Director~~caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

16Alaska Pacific Energy Corp. /s/ James R. King James R. King Dated: June 18, 2010 President, Chief Executive Officer, Chief Financial Officer.

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