ae10q.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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x
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Quarterly
Report under Section 13 or 15(d) of the Securities Exchange Act of
1934.
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For the quarterly period ended:
April 30,
2009
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o
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Transition
Report under Section 13 or 15(d) of the Securities Exchange Act of
1934.
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For the transition period
from: _______ to _______
Commission
file number: 333-154894
ALTERNATIVE
ENERGY PARTNERS, INC.
(Exact
name of small business issuer as specified in its charter)
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FLORIDA
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26-2862564
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer I.D.
Number)
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2400
E Commercial Boulevard, Suite 201, Fort Lauderdale, FL 33308
(Address
of principal executive offices)
(954)
351-2554
(Issuer’s
telephone number)
Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities 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 x No
0
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
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer 0
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Accelerated
filer 0
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Non-accelerated
filer 0
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Smaller
reporting company x
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(Do
not check if a smaller reporting company)
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes x No 0
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: As of June 15, 2009, there were
22,349,000 shares of our common stock outstanding.
INDEX
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Page No.
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PART
1. FINANCIAL INFORMATION
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4
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5
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6
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7
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11
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14
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14
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PART
II. OTHER INFORMATION
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15
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15
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15
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15
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15
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15
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Item
1. Financial
Statements
Alternative
Energy Partners, Inc.
(A
Development Stage Company)
Financial
Statements
April
30, 2009
(Unaudited)
CONTENTS
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Alternative
Energy Partners, Inc.
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(A
Development Stage Company)
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April
30, 2009
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July
31, 2008
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(Unaudited)
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(Audited)
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Assets
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Current
Assets
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Cash
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$ |
104,636 |
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$ |
5,700 |
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Total
Current Assets
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104,636 |
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5,700 |
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Total
Assets
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$ |
104,636 |
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$ |
5,700 |
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Liabilities and Stockholders'
Equity
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Current
Liabilities
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Accounts
payable
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$ |
3,500 |
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$ |
- |
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Total
Current Liabilities
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3,500 |
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- |
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Stockholders'
Equity
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Common
stock, $0.0001 par value, 50,000,000 shares authorized;
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22,349,000
and 22,026,000 shares issued and outstanding
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2,235 |
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2,203 |
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Additional
paid-in capital
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113,715 |
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6,497 |
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Deficit
accumulated during the development stage
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(14,814 |
) |
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(3,000 |
) |
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Total
Stockholders' Equity
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101,136 |
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5,700 |
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Total
Liabilities and Stockholders' Equity
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$ |
104,636 |
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$ |
5,700 |
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See
accompanying notes to unaudited financial statements.
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Alternative
Energy Partners, Inc.
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(A
Development Stage Company)
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(Unaudited)
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For
the Period from
April 28, 2008 (Inception)
to April
30, 2008
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For
the Period from
April 28, 2008 (Inception)
to April
30, 2009
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For
the Three Months Ended
April 30, 2009 |
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For
the Nine Months Ended
April 30, 2009
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Revenues
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
- |
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Operating
Expenses
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General
and administrative
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4,417 |
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11,814 |
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- |
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14,814 |
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Total
Operating Expenses
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4,417 |
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11,814 |
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- |
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14,814 |
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Net
loss
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$ |
(4,417 |
) |
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$ |
(11,814 |
) |
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$ |
- |
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$ |
(14,814 |
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Net
loss per share - basic and diluted
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$ |
(0.00 |
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$ |
(0.00 |
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$ |
- |
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$ |
(0.00 |
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Weighted
average number of shares outstanding
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during
the period - basic and diluted
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22,183,091 |
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22,106,926 |
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- |
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22,091,473 |
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See accompanying notes to unaudited financial statements.
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Alternative
Energy Partners, Inc.
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(A
Development Stage Company)
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(Unaudited)
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For
the Period from April
28, 2008 (Inception) to
April 30, 2008
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For
the Period from April
28, 2008 (Inception) to
April 30, 2009
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For
the Nine Months Ended
April 30, 2009
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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Net
loss
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$ |
(11,814 |
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$ |
- |
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$ |
(14,814 |
) |
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Adjustments
to reconcile net loss to net cash used in operating
activities:
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Stock
issued for services
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1,500 |
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- |
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1,500 |
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Changes
in operating assets and liabilities:
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Increase
in accounts payable
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3,500 |
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- |
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3,500 |
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Net
Cash Used In Operating Activities
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(6,814 |
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- |
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(9,814 |
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CASH
FLOWS FROM FINANCING ACTIVITIES:
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Proceeds
from issuance of common stock
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105,750 |
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- |
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114,450 |
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Net
Cash Provided By Financing Activities
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105,750 |
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- |
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114,450 |
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Net
Increase in Cash
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98,936 |
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- |
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104,636 |
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Cash
- Beginning of Period
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5,700 |
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- |
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- |
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Cash
- End of Period
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$ |
104,636 |
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$ |
- |
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$ |
104,636 |
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SUPPLEMENTARY CASH FLOW
INFORMATION:
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Cash
Paid During the Period for:
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Income
taxes
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$ |
- |
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$ |
- |
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$ |
- |
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Interest
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$ |
- |
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$ |
- |
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$ |
- |
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See accompanying notes to unaudited financial
statements.
Alternative
Energy Partners, Inc.
(A
Development Stage Company)
April 30,
2009
(Unaudited)
Note 1 Basis of
Presentation
The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules and regulations of the United States Securities and
Exchange Commission for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all the information and footnotes necessary for a comprehensive presentation of
financial position, results of operations, or cash flows. It is management's
opinion, however, that all material adjustments (consisting of normal recurring
adjustments) have been made which are necessary for a fair financial statement
presentation.
The
unaudited interim financial statements should be read in conjunction with the
Company’s Annual Report on Form S-1, which contains the audited financial
statements and notes thereto, together with the Management’s Discussion and
Analysis, for the period ended July 31, 2008. The interim results for
the period ended April 30, 2009 are not necessarily indicative of results for
the full fiscal year.
Note 2 Nature of Operations
and Summary of Significant Accounting Policies
Nature
of Operations
Alternative
Energy Partners, Inc. (the “Company”), was incorporated in the State of Florida
on April 28, 2008.
The
Company intends to become involved in the alternative energy sector. The
Company is searching to acquire additional emerging growth companies to meet
growing demands worldwide.
Development
Stage
The
Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include equity
based financing and further implementation of the business plan. The Company has
not generated any revenues since inception.
Risks
and Uncertainties
The
Company intends to operate in an industry that is subject to rapid technological
change. The Company's operations will be subject to significant risk and
uncertainties including financial, operational, technological, regulatory and
other risks associated with a development stage company, including the potential
risk of business failure.
Alternative
Energy Partners, Inc.
(A
Development Stage Company)
April 30,
2009
(Unaudited)
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
Cash
and Cash Equivalents
The
Company considers all highly liquid instruments purchased with a maturity of
three months or less to be cash equivalents. At April 30, 2009 and
July 31, 2008, respectively, the Company had no cash equivalents.
The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At April 30, 2009 and
July 31, 2008, respectively, there were no balances that exceeded the federally
insured limit.
Earnings
per Share
Basic
earnings (loss) per share is computed by dividing net income (loss) by weighted
average number of shares of common stock outstanding during each
period. Diluted earnings (loss) per share is computed by dividing net
income (loss) by the weighted average number of shares of common stock, common
stock equivalents and potentially dilutive securities outstanding during the
period. For the period from April 28, 2008 (inception) to April 30, 2009, the
Company had no common stock equivalents that could potentially dilute future
earnings (loss) per share; hence, a separate computation of diluted earnings
(loss) per share is not presented.
Stock-Based
Compensation
All
share-based payments to employees will be recorded and expensed in the statement
of operations as applicable under SFAS No. 123R “Share-Based
Payment”.
Non-Employee
Stock Based Compensation
Stock-based
compensation awards issued to non-employees for services is recorded at either
the fair value of the services rendered or the instruments issued in exchange
for such services, whichever is more readily determinable, using the measurement
date guidelines enumerated in Emerging Issues Task Force Issue EITF No. 96-18,
“Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services” (“EITF 96-18).
Alternative
Energy Partners, Inc.
(A
Development Stage Company)
April 30,
2009
(Unaudited)
Segment
Information
The
Company follows Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information." During the fiscal year
end 2009, the Company only operated in one segment; therefore, segment
information has not been presented.
Recent
Accounting Pronouncements
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting
standards for ownership interests in subsidiaries held by parties other than the
parent, changes in a parent’s ownership of a noncontrolling interest,
calculation and disclosure of the consolidated net income attributable to the
parent and the noncontrolling interest, changes in a parent’s ownership interest
while the parent retains its controlling financial interest and fair value
measurement of any retained noncontrolling equity investment. SFAS 160 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early adoption
is prohibited. The adoption of SFAS No. 160 did not have a material effect on
the Company’s financial position, results of operations or cash
flows.
In
December 2007, the FASB issued SFAS 141R, “Business Combinations”
(“SFAS 141R”), which replaces FASB SFAS 141, “Business
Combinations”. This Statement retains the fundamental
requirements in SFAS 141 that the acquisition method of accounting be used for
all business combinations and for an acquirer to be identified for each business
combination. SFAS 141R defines the acquirer as the entity that obtains control
of one or more businesses in the business combination and establishes the
acquisition date as the date that the acquirer achieves control. SFAS
141R will require an entity to record separately from the business combination
the direct costs, where previously these costs were included in the total
allocated cost of the acquisition. SFAS 141R will require an entity
to recognize the assets acquired, liabilities assumed, and any non-controlling
interest in the acquired at the acquisition date, at their fair values as of
that date. This compares to the cost allocation method previously
required by SFAS No. 141. SFAS 141R will require an entity to
recognize as an asset or liability at fair value for certain contingencies,
either contractual or non-contractual, if certain criteria are
met. Finally, SFAS 141R will require an entity to recognize
contingent consideration at the date of acquisition, based on the fair value at
that date. This Statement will be effective for business combinations
completed on or after the first annual reporting period beginning on or after
December 15, 2008. Early adoption of this standard is not permitted
and the standards are to be applied prospectively only. Upon adoption
of this standard, there would be no impact to the Company’s results of
operations and financial condition for acquisitions previously
completed. The adoption of SFAS No. 141R did not have a material
effect on the Company’s financial position, results of operations or cash
flows.
In April
2009, the FASB issued FSP SFAS 157-4, “Determining Whether a Market Is Not
Active and a Transaction Is Not Distressed,” which further clarifies the
principles established by SFAS No. 157. The guidance is effective for the
periods ending after June 15, 2009 with early adoption permitted for the periods
ending after March 15, 2009. The adoption of FSP FAS 157-4 is not expected to
have a material effect on the Company’s financial position, results of
operations, or cash flows.
Alternative
Energy Partners, Inc.
(A
Development Stage Company)
April 30,
2009
(Unaudited)
Other
accounting standards have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.
Note 3 Stockholders’
Equity
In May
2008, the Company issued 22,000,000 shares of common stock to founders for
$2,200 ($0.0001/share).
During
the period May – July 2008, the Company issued 26,000 shares of common stock for
$6,500 ($0.25/share), under a private placement.
During
August 2008, the Company issued 1,000 shares of common stock for $250
($0.25/share), under a private placement.
During
October 2008, the Company issued 100,000 shares of common stock for services
rendered for $1,500 ($0.015/share), based upon the fair value of the services
provided, for consulting services. Under SFAS 123R and EITF No.
96-18, fair value
of the services provided reflect a more readily determinable fair value than the
shares issued in recent cash transactions with third parties. At
April 30, 2009, the Company expensed this stock issuance as a component of
general and administrative expense.
On
January 31, 2009, the Company issued 22,000 shares of common stock for $5,500
($0.25/share), under a private placement.
On April
15, 2009, the Company issued 200,000 shares of common stock for $100,000
($0.50/share), under a private placement.
Item
2.
Management's Discussion and Analysis of Financial Condition and
Results of Operation
The
following discussion includes certain forward-looking statements within the
meaning of the safe harbor protections of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Statements that include words such as “believe,” “expect,” “should,”
“intend,” “may,” “anticipate,” “likely,” “contingent,” “could,” “may,” or other
future-oriented statements, are forward-looking statements. Such forward-looking
statements include, but are not limited to, statements regarding our business
plans, strategies and objectives, and, in particular, statements referring to
our expectations regarding our ability to continue as a going concern, generate
increased market awareness of, and demand for, our current products, realize
profitability and positive cash flow, and timely obtain required financing.
These forward-looking statements involve risks and uncertainties that could
cause actual results to differ from anticipated results. The forward-looking
statements are based on our current expectations and what we believe are
reasonable assumptions given our knowledge of the markets; however, our actual
performance, results and achievements could differ materially from those
expressed in, or implied by, these forward-looking statements. Factors within
and beyond our control that could cause or contribute to such differences
include, among others, our critical capital raising efforts in an uncertain and
volatile economical environment, our ability to maintain relationship with
strategic companies, our cash preservation and cost containment efforts, our
ability to retain key management personnel, our relative inexperience with
advertising, our competition and the potential impact of technological
advancements thereon, the impact of changing economic, political, and
geo-political environments on our business, as well as those factors discussed
elsewhere in this Form 10-Q and in “Item 1 - Our Business,” “Item 6 -
Management’s Discussion and Analysis,” and elsewhere in our most recent Form
S-1, filed with the United States Securities and Exchange
Commission.
Readers
are urged to carefully review and consider the various disclosures made by us in
this report and those detailed from time to time in our reports and filings with
the United States Securities and Exchange Commission that attempt to advise
interested parties of the risks and factors that are likely to affect our
business.
Our
Business
Alternative
Energy Partners, Inc. (the “Company”) is a development stage company. The
Company was organized under the laws of the State of Florida on April 28,
2008. We formed our Company for the purpose of establishing a
renewable fuel sources initially within the State of Florida. Ethanol
is our initial intended product and we intend to establish other alternative
energy products. Our intended products, while not technically difficult to
produce, must meet all regulatory requirements prior to being marketed.
Moreover, there is a multitude of competitive products already in the market
place.
Current
Business of the Company
We are a
development stage company which plans to enter into the business of sourcing,
marketing and distribution of renewable biofuels. Initially we intend
to work to source raw materials needed for the domestic manufacture of ethanol
in South Florida. We have entered into a Letter of Intent with Cane Fuel, Inc.,
whereby we intend to enter into agreements to provide sufficient quantities of
ethanol feedstock derived from sources other than corn. Such agreements are
intended to be joint venture agreements whereby we can work to provide feedstock
for ethanol production and participate in the distribution of the blended
product. Cane Fuel, Inc. is in the process of obtaining 40,000 acres for its
first plant in Hendry County, Florida, known for its sugar, citrus and other
crops. The proposed plant would have production capability of 50 million gallons
of ethanol annually. The ethanol expected to be produced is intended to be used
by refineries or blenders and ultimately blended with gasoline for internal
combustion engines. We intend to work with sugar cane, sweet sorghum and other
available sources of cellulosic materials to produce ethanol.
Our
business model recognizes that the vast majority of agricultural enterprises use
distillate fuel oil in their respective operations. We believe our intended
product(s) could represent a real alternative and, because most of the
constituent components will be domestically produced, a more stable and cost
effective source for the U.S. consumer. Ethanol is a renewable
biofuel for which demand is increasing throughout the U.S. Ethanol
refineries are expected to increase production capacities in an effort to
decrease dependence on foreign oil.
The vast
majority of all agricultural enterprises use distillate fuel oil in their
operations. We believe our intended biofuel product(s) could
represent a real alternative and, because most of the constituent components
will be domestically produced, a more stable and cost effective source for their
fuel energy needs.
Initially,
our largest target market will be the consumers able to utilize ethanol as the
primary blend component in E85, an unleaded gasoline alternative. In order to
reach that market, we must begin by establishing and proving our fuel reliable
and as easily distributed as current competitors.
We are a
development stage company which plans to enter into the business of sourcing,
marketing and distribution of renewable biofuels. Initially we intend
to work to source raw materials needed for the domestic manufacture of ethanol
in South Florida. We have entered into a Letter of Intent with Cane Fuel, Inc.,
whereby we intend to enter into agreements to provide sufficient quantities of
ethanol feedstock derived from sources other than corn. Such agreements are
intended to be joint venture agreements whereby we can work to provide feedstock
for ethanol production and participate in the distribution of the blended
product. Cane Fuel, Inc. is in the process of obtaining 40,000 acres for its
first plant in Hendry County, Florida, known for its sugar, citrus and other
crops. The proposed plant would have production capability of 50 million gallons
of ethanol annually. The ethanol expected to be produced is intended to be used
by refineries or blenders and ultimately blended with gasoline for internal
combustion engines. We intend to work with sugar cane, sweet sorghum and other
available sources of cellulosic materials to produce ethanol.
On
January 1, 2009, we entered into a Distribution Agreement (the “Agreement”) with
CutVersion Technologies Corp. (“Cutversion”) whereby the Company, upon EPA
approval, has the right to market and sell an E-85 ethanol conversion kit in the
Southeastern U.S. The conversion kit allows all fuel injected vehicles to run on
virtually any form of E-85 ethanol regardless of feedstock source. The Company
can maintain its exclusive arrangement with Cutversion through the sale of a
minimum of 1000 kits within the 12 month period from the time final product
becomes available for sale under EPA requirements. The Agreement is effective
for a term of three (3) years and continued thereafter for successive one year
terms.
Our
business model recognizes that the vast majority of agricultural enterprises use
distillate fuel oil in their respective operations. We believe our intended
product(s) could represent a real alternative and, because most of the
constituent components will be domestically produced, a more stable and cost
effective source for the U.S. consumer. Ethanol is a renewable
biofuel for which demand is increasing throughout the U.S. Ethanol
refineries are expected to increase production capacities in an effort to
decrease dependence on foreign oil.
The vast
majority of all agricultural enterprises use distillate fuel oil in their
operations. We believe our intended biofuel product(s) could
represent a real alternative and, because most of the constituent components
will be domestically produced, a more stable and cost effective source for their
fuel energy needs.
Initially,
our largest target market will be the consumers able to utilize ethanol as the
primary blend component in E85, an unleaded gasoline alternative. In
order to reach that market, we must begin by establishing and proving our fuel
reliable and as easily distributed as current competitors. In addition, the E-85
conversion kit will expand our target market to literally millions of non-flex
fuel fuel injected vehicles.
Results
of Operations for Period Ended April 30, 2009
As of
April 30, 2009, the Company has earned revenues of $-0- and has incurred a net
loss to date of $14,814. Operations have been attributed primarily to start up
and business development.
During
the three and nine month periods ended April 30, 2009, we incurred operating
expenses in the amount of $4,417 and $11,814, respectively. These operating
expenses included professional fees and office and general
expenses.
Liquidity
and Capital Resources
To date,
we have financed our operations from funds raised from private investment. In
addition, on April 14, 2009, we closed on an offering of 200,000 shares of
publicly registered shares of our common stock for a total subscription amount
of $100,000. As of April 30, 2009, we had cash on hand of $104,636.
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, revenue 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.
Stock-based
compensation awards issued to non-employees for services is recorded at either
the fair value of the services rendered or the instruments issued in exchange
for such services, whichever is more readily determinable, using the measurement
date guidelines enumerated in Emerging Issues Task Force Issue EITF No. 96-18,
“Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services” (“EITF 96-18).
Recent
Accounting Pronouncements
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting
standards for ownership interests in subsidiaries held by parties other than the
parent, changes in a parent’s ownership of a noncontrolling interest,
calculation and disclosure of the consolidated net income attributable to the
parent and the noncontrolling interest, changes in a parent’s ownership interest
while the parent retains its controlling financial interest and fair value
measurement of any retained noncontrolling equity investment. SFAS 160 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early adoption
is prohibited. The adoption of SFAS No. 160 did not have a material effect on
the Company’s financial position, results of operations or cash
flows.
In
December 2007, the FASB issued SFAS 141R, “Business Combinations”
(“SFAS 141R”), which replaces FASB SFAS 141, “Business Combinations”.
This Statement retains the fundamental requirements in SFAS 141 that the
acquisition method of accounting be used for all business combinations and for
an acquirer to be identified for each business combination. SFAS 141R defines
the acquirer as the entity that obtains control of one or more businesses in the
business combination and establishes the acquisition date as the date that the
acquirer achieves control. SFAS 141R will require an entity to record
separately from the business combination the direct costs, where previously
these costs were included in the total allocated cost of the
acquisition. SFAS 141R will require an entity to recognize the assets
acquired, liabilities assumed, and any non-controlling interest in the acquired
at the acquisition date, at their fair values as of that date. This
compares to the cost allocation method previously required by SFAS No.
141. SFAS 141R will require an entity to recognize as an asset or liability
at fair value for certain contingencies, either contractual or non-contractual,
if certain criteria are met. Finally, SFAS 141R will require an entity to
recognize contingent consideration at the date of acquisition, based on the fair
value at that date. This Statement will be effective for business
combinations completed on or after the first annual reporting period beginning
on or after December 15, 2008. Early adoption of this standard is not
permitted and the standards are to be applied prospectively only. Upon
adoption of this standard, there would be no impact to the Company’s results of
operations and financial condition for acquisitions previously
completed. The adoption of SFAS No. 141R did not have a material effect on
the Company’s financial position, results of operations or cash
flows.
In
October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a
Financial Asset When the Market For That Asset Is Not Active” (“FSP FAS
157-3”), with an immediate effective date, including prior periods for which
financial statements have not been issued. FSP FAS 157-3 amends FAS 157 to
clarify the application of fair value in inactive markets and allows for the use
of management’s internal assumptions about future cash flows with appropriately
risk-adjusted discount rates when relevant observable market data does not
exist. The objective of FAS 157 has not changed and continues to be the
determination of the price that would be received in an orderly transaction that
is not a forced liquidation or distressed sale at the measurement date.
The adoption of FSP FAS 157-3 is not expected to have a material effect on the
Company’s financial position, results of operations or cash flows.
In April 2009, the FASB issued FSP
SFAS 157-4, “Determining
Whether a Market Is Not Active and a Transaction Is Not Distressed,”
which further clarifies the principles established by SFAS No. 157. The guidance
is effective for the periods ending after June 15, 2009 with early adoption
permitted for the periods ending after March 15, 2009. The adoption of FSP FAS
157-4 is not expected to have a material effect on the Company’s financial
position, results of operations, or cash flows.
Other
accounting standards have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.
Item
3. Quantitative and Qualitative Disclosures About
Market
We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.
Item
4T. Controls and Procedures
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the Company. Under the supervision and with
the participation of our management, including the Principal Executive Officer
and Principal Financial Officer, we have evaluated the effectiveness of the
design and operation of our disclosure controls and procedures pursuant to
Exchange Act Rules 13a-15 and 15d-15 as of the end of the period covered by this
report. Based on that evaluation, the Principal Executive Officer and Principal
Financial Officer have concluded that these disclosure controls and procedures
were effective such that the material information required to be filed in our
SEC reports is recorded, processed, summarized and reported within the required
time periods specified in the SEC rules and forms. There were no changes in our
internal control over financial reporting during the quarter ended April 30,
2009 that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting. Potential investors
should be aware that the design of any system of controls and procedures is
based in part upon certain assumptions about the likelihood of future events.
There can be no assurance that any system of controls and procedures will
succeed in achieving its stated goals under all potential future conditions,
regardless of how remote.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
Neither
the Company nor any of our officers or directors are involved in any litigation
either as plaintiffs or defendants and we have no knowledge of any threatened or
pending litigation against us or any of our officers or directors.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
During
the nine months ended April 30, 2009, we accepted subscriptions for 22,000
shares of common stock, pursuant to a rights offering to our existing
shareholders at a price of $0.25 per share and for 200,000 shares of common
stock pursuant to a Registration Statement on Form S-1 at a price of $.50 per
share.
Item
3. Defaults Upon Senior Securities
There
were no defaults since we have no debt and no senior securities
outstanding.
Item
4. Submission of Matters to a Vote of Security Holders
There
were no matters submitted to a vote of our shareholders.
Item
5. Other Information.
None
Item
6. Exhibits
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Exhibit
No.
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Description
of Exhibit
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31
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32
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In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, hereunto duly
authorized.
Alternative Energy Partners,
Inc.
Date:
June 18,
2009 /s/ Jack L.
Stapleton
_______________________
Jack L. Stapleton
Principal Executive
Officer
Principal Financial
Officer
Principal Accounting
Officer
and Director