Attached files
| file | filename |
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| EX-32.1 - EX-32.1 - Alternate Energy Solutions, Inc. | v205370_ex32-1.htm |
| EX-31.1 - EX-31.1 - Alternate Energy Solutions, Inc. | v205370_ex31-1.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/1
(Amendment
No. 1)
x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended: September 30,
2010
¨ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission
File No. 000-53107
ALTERNATE ENERGY SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of incorporation or organization)
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26-0830388
(I.R.S. Employer Identification No.)
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1061 Highway 92 N,
Fayetteville, GA 30214
(Address
of principal executive offices)
(678)489-6055
(Registrant's
telephone number)
The Forsythe Group Two,
Inc.
(Former
name, former address and former
fiscal
year, if changed since last report)
Indicate
by check mark whether the registrant (1) has 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. x Yes ¨ No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every
Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
¨ Yes x No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer ¨ (Do
not check if a smaller reporting company)
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Smaller
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). xYes ¨No
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
o Yes o No
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: At November 22, 2010, there were
15,397,134 shares of common stock outstanding.
EXPLANATORY
NOTE
Alternate Energy Solutions, Inc. ("we,"
"us," "our," or the "Company") is filing this Amendment No. 1 on Form
10-Q/A to our Quarterly Report of Form 10-Q ("Form 10-Q/A") for the three months
ended September 30, 2010, originally filed with the Securities and Exchange
Commission on November 22, 2010 ("Original Form 10-Q"), to amend Item 4(T).
Disclosure Controls and Procedures to disclose why our Chief Executive Officer
concluded that our disclosure controls and procedures were ineffective as of
September 30, 2010 and described what steps we are taking to ensure that our
disclosure controls and procedures are effective in the current and subsequent
periods.
In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as
amended, each item of the Original Form 10-Q that is amended by this Form 10-Q/A
is restated in its entirety, and this Form 10-Q/A is accompanied by currently
dated certifications on Exhibits 31.1 and 32.1 by our Chief Executive Officer,
who also serves as our Chief Financial Officer and principal accounting
officer
Except as
expressly set forth in this Amendment, we are not amending any other part of the
Original Form 10-Q. This amendment continues to speak as of the date of the
Original Form 10-Q and does not reflect events occurring after the filing of the
Original Form 10-Q or modify or update any related or other disclosures,
including forward-looking statements, unless expressly noted otherwise.
Accordingly, this amendment should be read in conjunction with the Original Form
10-Q and with our other filings made with the Securities and Exchange Commission
subsequent to the filing of the Original Form 10-Q, including any amendments to
those filings. The filing of this amendment shall not be deemed an admission
that the Original Form 10-Q when made included any untrue statement of a
material fact or omitted to state a material fact necessary to make a statement
not misleading.
Item
4(T). Controls and Procedures
Evaluation
of Disclosure Controls and Procedures.
We carried out an evaluation, under the
supervision and with the participation of our management, including our
principal executive officer, or PEO, who also serves as our and principal
financial officer, of the effectiveness of our disclosure controls and
procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e)).
Based upon that evaluation, our principal executive officer and principal
financial officer concluded that, as of the end of the period covered in this
report, our disclosure controls and procedures were not effective to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
required time periods and is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required
disclosure.
Our PEO does not expect that our
disclosure controls or internal controls will prevent all error and all fraud.
Although our disclosure controls and procedures were designed to provide
reasonable assurance of achieving their objectives and our principal executive
and financial officer have determined that our disclosure controls and
procedures are effective at doing so, a control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the 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 controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented if there exists in an individual a desire to do so. There
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions.
Furthermore, smaller reporting
companies face additional limitations. Smaller reporting companies
employ fewer individuals and find it difficult to properly segregate
duties. Often, one or two individuals control every aspect of the
Company's operation and are in a position to override any system of internal
control. Additionally, smaller reporting companies tend to utilize
general accounting software packages that lack a rigorous set of software
controls.
Material
Weakness in Internal Control over Financial Reporting
A material weakness is a 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. We have identified the following
material weaknesses:
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·
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As
of September 30, 2010, we did not maintain effective controls over the
control environment. Specifically, we have not developed and effectively
communicated to our employees its accounting policies and
procedures. This has resulted in inconsistent
practices. Further, the Board of Directors does not currently
have any independent members and no director qualifies as an audit
committee financial expert as defined in Item 407(d)(5)(ii) of Regulation
S-B. Since these entity level programs have a pervasive effect
across the organization, management has determined that these
circumstances constitute a material
weakness.
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·
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As
of September 30, 2010, we did not maintain effective controls over
financial statement disclosure. Specifically, controls were not designed
and in place to ensure that all disclosures required were originally
addressed in our financial statements. Accordingly, management
has determined that this control deficiency constitutes a material
weakness.
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·
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As
of September 30, 2010, we did not maintain effective controls over
financial reporting. Specifically controls were not designed
and in place to ensure that the financial impact of certain complex equity
transactions were appropriately and correctly reported. The
transactions were identified by the auditors and calculated and reported
correctly as of September 30,
2010.
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This control deficiency could result in
a misstatement in the aforementioned reporting that would result in a material
misstatement to our annual or interim financial statements that would not be
prevented or detected.
Changes
in Internal Control over Financial Reporting
There have been no changes in the
Company’s internal control over financial reporting through the date of this
report or during the quarter ended September 30, 2010, that materially affected,
or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.
Corrective
Action
We will continue to work with the
experienced third party accounting firm in the preparation and analysis of our
interim and financial reporting to ensure compliance with generally accepted
accounting principles and to ensure corporate compliance.
Item
6. Exhibits.
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Exhibit
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Description
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31.1
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Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
respect to the registrant’s Quarterly Report on Form 10-Q/A for the
quarter ended September 30, 2010.
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32.1*
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Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes Oxley Act of
2002.
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* Pursuant
to Commission Release No. 33-8238, this certification will be treated as
“accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of
such report for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liability of Section 18 of
the Securities Exchange Act of 1934, as amended, and this certification will not
be deemed to be incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
except to the extent that the registrant specifically incorporates it by
reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
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ALTERNATE
ENERGY SOLUTIONS, INC.
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Dated:
December 13, 2010
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By:
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/s/
Kenneth Rakestraw
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Name:
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Kenneth
Rakestraw
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Title:
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President,
Principal Executive Officer
and
Principal Financial Officer
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