altenergy10q.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: October 31, 2008
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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.
Large
accelerated
filer 0 Accelerated
filer 0
Non-accelerated
filer 0 Smaller
reporting company x
(Do not check if a
smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes 0 No
x
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: As of November 30, 2008, there were
22,127,000 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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3 |
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4 |
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5 |
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6 |
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7 |
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12 |
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15 |
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15 |
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PART
II. OTHER INFORMATION
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16 |
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16 |
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16 |
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16 |
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16 |
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16 |
Alternative
Energy Partners, Inc.
(A
Development Stage Company)
Financial
Statements
October
31, 2008
(Unaudited)
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Alternative Energy Partners,
Inc.
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(A Development Stage
Company)
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October 31,
2008
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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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$ |
4,057 |
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$ |
5,700 |
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Total Current
Assets
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4,057 |
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5,700 |
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Total
Assets
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$ |
4,057 |
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$ |
5,700 |
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Stockholders'
Equity
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Stockholders'
Equity
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Common stock, $0.0001 par value,
50,000,000 shares authorized;
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22,127,000 and 22,026,000 shares
issued and outstanding
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$ |
2,213 |
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$ |
2,203 |
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Additional paid-in
capital
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8,237 |
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6,497 |
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Deficit accumulated during the
development stage
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(6,393 |
) |
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(3,000 |
) |
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Total Stockholders'
Equity
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$ |
4,057 |
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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 October 31,
2008
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For the Three Months
Ended October 31,
2008
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Revenues
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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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3,393 |
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6,393 |
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Total Operating
Expenses
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3,393 |
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6,393 |
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Net
loss
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$ |
(3,393 |
) |
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$ |
(6,393 |
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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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Weighted average number of
shares outstanding
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during the period - basic
and diluted
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22,045,484 |
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22,029,240 |
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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 Three Months
Ended October 31,
2008
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For the period from April 28, 2008
(Inception) to October 31,
2008
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CASH FLOWS FROM OPERATING
ACTIVITIES:
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Net loss
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$ |
(3,393 |
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$ |
(6,393 |
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Adjustments to
reconcile net loss to net cash used in operating
activities:
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Issuance
of common stock for services rendered
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1,500 |
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1,500 |
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Net
Cash Used In Operating Activities
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(1,893 |
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(4,893 |
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CASH FLOWS FROM FINANCING
ACTIVITIES:
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Proceeds
from issuance of common stock
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250 |
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8,950 |
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Net
Cash Provided By Financing Activities
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250 |
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8,950 |
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Net Increase (Decrease) in
Cash
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(1,643 |
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4,057 |
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Cash - Beginning of
Period
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5,700 |
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- |
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Cash - End of
Period
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$ |
4,057 |
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$ |
4,057 |
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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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Interest
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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)
Notes
to Financial Statements
October 31,
2008
(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 October 31, 2008 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 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.
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 and money market accounts to be cash
equivalents. The Company had no cash equivalents at October 31, 2008
and July 31, 2008, respectively.
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 October 31, 2008 and
July 31, 2008, respectively, there were no balances that exceeded the federally
insured limit.
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”. For the period from April 28, 2008 (inception) to
October 31, 2008, the Company has not issued any stock based compensation to
employees since inception.
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”).
Income
Taxes
The Company accounts for income taxes
under the liability method in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for
Income Taxes" under this
method, deferred income tax assets and liabilities are determined based on
differences between the financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.
The
Company adopted the provisions of FASB Interpretation No. 48; “Accounting for Uncertainty in
Income Taxes-An Interpretation of FASB Statement No. 109” (“FIN
48”). FIN 48 contains a two-step approach to recognizing and measuring uncertain
tax positions. The first step is to evaluate the tax position for recognition by
determining if the weight of available evidence indicates it is more likely than
not, that the position will be sustained on audit, including resolution of
related appeals or litigation processes, if any. The second step is to measure
the tax benefit as the largest amount, which is more than 50% likely of being
realized upon ultimate settlement. We consider many factors when evaluating and
estimating our tax positions and tax benefits, which may require periodic
adjustments. At October 31, 2008, we did not record any liabilities
for uncertain tax positions.
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
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”), which clarifies the principle that fair value should be
based on the assumptions that market participants would use when pricing an
asset or liability. It also defines fair value and established a
hierarchy that prioritizes the information used to develop
assumptions. SFAS 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007. The adoption of
SFAS 157 did not have a material effect on the Company’s financial position,
results of operations or cash flows.
In
February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
Assets and Financial Liabilities” (“SFAS 159”), which permits entities to
choose to measure many financial instruments and certain other items at fair
value. The unrealized gains and losses on items for which the fair value option
has been elected should be reported in earnings. The decision to
elect the fair value option is determined on an instrument-by-instrument basis,
should be applied to an entire instrument and is irrevocable. Assets
and liabilities measured at fair values pursuant to the fair value option should
be reported separately in the balance sheet from those instruments measured
using other measurement attributes. SFAS 159 is effective as of the
beginning of the Company’s 2008 fiscal year. The adoption of SFAS 159 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
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 is not expected to 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 is not expected to
have a material effect on the Company’s financial position, results of
operations or cash flows.
In March
2008, the FASB issued SFAS No. 161 “Disclosures about Derivative
Instruments and Hedging Activities—An Amendment of FASB Statement
No. 133.” (“SFAS 161”). SFAS 161 establishes the disclosure
requirements for derivative instruments and for hedging activities with the
intent to provide financial statement users with an enhanced understanding of
the entity’s use of derivative instruments, the accounting of derivative
instruments and related hedged items under Statement 133 and its related
interpretations, and the effects of these instruments on the entity’s financial
position, financial performance, and cash flows. This statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2008. The adoption of SFAS No. 161 is not expected to have a
material effect on the Company’s financial position, results of operations or
cash flows.
In April
2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible
Assets” (“SFAS 142”). The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141R, and other GAAP. This FSP 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 Company is currently evaluating the impact of SFAS FSP 142-3,
but does not expect the adoption of this pronouncement will have a material
impact on its financial position, results of operations or cash
flows.
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”). SFAS 162 identifies the
sources of accounting principles and the framework for selecting principles to
be used in the preparation of financial statements of nongovernmental entities
that are presented in conformity with generally accepted accounting principles
in the United States. This statement is effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles. The Company is currently evaluating the
impact of SFAS 162, but does not expect the adoption of this pronouncement will
have a material impact on its 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.
Other
accounting standards that 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 Going
Concern
As
reflected in the accompanying financial statements, the Company has a net loss
of $3,393 and net cash used in operations of $1,893 for the three months ended
October 31, 2008; and a working capital deficit and stockholders’ deficit of
$4,057 and a deficit accumulated during the development stage of $6,393 at
October 31, 2008. In addition, the Company is in the development
stage and has not yet generated any revenues.
The
ability of the Company to continue as a going concern is dependent on
Management's plans, which include potential asset acquisitions, mergers or
business combinations with other entities, further implementation of its
business plan and continuing to raise funds through debt or equity raises. The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. These financial statements do not
include any adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.
Note 4 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 EITF No.
96-18 and APB No. 29, “Accounting for Nonmonetary
Transactions”, fair value of the services provided reflect a more readily
determinable fair value than the shares issued in recent cash transactions with
third parties. The exchange of these non-monetary assets did not
result in a gain or loss. The Company expensed this stock issuance as a
component of general and administrative expense.
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, the following: those associated with drilling and
subsequent sale of oil and gas, 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.
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.
Results of Operations for Period Ended
October 31, 2008
As of October 31, 2008, the Company has
earned revenues of $-0- and has incurred a net loss to date of $6,393.
Operations have been attributed primarily to start up and business
development.
During the three month period ended
October 31, 2008, we incurred operating expenses in the amount of $3,393. These
operating expenses included due diligence expenses, consulting fees,
professional fees, land leases, oil and gas leases, and office and general
expenses.
Liquidity and Capital
Resources
To date, we have financed our operations
from funds raised from private investment.
Recent
Accounting Pronouncements
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS 157”), which clarifies the principle that fair value should be
based on the assumptions that market participants would use when pricing an
asset or liability. It also defines fair value and established a
hierarchy that prioritizes the information used to develop
assumptions. SFAS 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007. The adoption of
SFAS 157 did not have a material effect on the Company’s financial position,
results of operations or cash flows.
In
February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
Assets and Financial Liabilities” (“SFAS 159”), which permits entities to
choose to measure many financial instruments and certain other items at fair
value. The unrealized gains and losses on items for which the fair value option
has been elected should be reported in earnings. The decision to
elect the fair value option is determined on an instrument-by-instrument basis,
should be applied to an entire instrument and is irrevocable. Assets
and liabilities measured at fair values pursuant to the fair value option should
be reported separately in the balance sheet from those instruments measured
using other measurement attributes. SFAS 159 is effective as of the
beginning of the Company’s 2008 fiscal year. The adoption of SFAS 159 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
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 is not expected to 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 is not expected to
have a material effect on the Company’s financial position, results of
operations or cash flows.
In March
2008, the FASB issued SFAS No. 161 “Disclosures about Derivative
Instruments and Hedging Activities—An Amendment of FASB Statement
No. 133.” (“SFAS 161”). SFAS 161 establishes the disclosure
requirements for derivative instruments and for hedging activities with the
intent to provide financial statement users with an enhanced understanding of
the entity’s use of derivative instruments, the accounting of derivative
instruments and related hedged items under Statement 133 and its related
interpretations, and the effects of these instruments on the entity’s financial
position, financial performance, and cash flows. This statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2008. The adoption of SFAS No. 161 is not expected to have a
material effect on the Company’s financial position, results of operations or
cash flows.
In April
2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible
Assets” (“SFAS 142”). The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141R, and other GAAP. This FSP 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 Company is currently evaluating the impact of SFAS FSP 142-3,
but does not expect the adoption of this pronouncement will have a material
impact on its financial position, results of operations or cash
flows.
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”). SFAS 162 identifies the
sources of accounting principles and the framework for selecting principles to
be used in the preparation of financial statements of nongovernmental entities
that are presented in conformity with generally accepted accounting principles
in the United States. This statement is effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles. The Company is currently evaluating the
impact of SFAS 162, but does not expect the adoption of this pronouncement will
have a material impact on its 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.
Other
accounting standards that 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 4. 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 June 30, 2007 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.
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 three months ended October
31, 2008, we issued 101,000 shares of common stock for $250 and for
consulting services rendered for $1500.
Item 3. Defaults Upon Senior
Securities
During the three months ended October
31, 2008, we were not in default on any of our indebtedness.
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
Exhibit
No. Description of
Exhibit
SIGNATURE
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:
December 22,
2008 /s/ Jack L.
Stapleton
_______________________
Jack L. Stapleton
Principal Executive
Officer
Principal Financial
Officer
Principal Accounting
Officer
and Director