Attached files
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EX-32 - EXHIBIT 32 - ALTERNATE ENERGY HOLDINGS, INC. | ex32.htm |
EX-31.2 - EXHIBIT 31.2 - ALTERNATE ENERGY HOLDINGS, INC. | ex31-2.htm |
EX-31.1 - EXHIBIT 31.1 - ALTERNATE ENERGY HOLDINGS, INC. | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number: 000-53451
ALTERNATE ENERGY HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Nevada
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20-5689191
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(State or other jurisdiction of
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(I.R.S. Employer
|
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incorporation or organization)
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Identification No.)
|
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911 E. Winding Creek Dr., Suite 150, Eagle, Idaho
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83616
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(Address of principal executive offices)
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(Zip Code)
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(208) 939-9311
(Registrant’s telephone number, including area code)
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.
Yes ý No o
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
Large Accelerated Filer o Accelerated Filer o
Non- Accelerated Filer o Smaller reporting company ý
(Do not check if a smaller reporting company)
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yeso No ý
As of August 22, 2011, there were 325,537,791 shares of common stock, $0.001 par value per share, outstanding.
ALTERNATE ENERGY HOLDINGS, INC.
TABLE OF CONTENTS
Page No. | ||
PART I - FINANCIAL INFORMATION | ||
Item 1.
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Condensed Consolidated Financial Statements.
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3
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Item 2.
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Management’s Discussion and Analysis of Financial Condition And Results of Operations.
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16
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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21
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Item 4.
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Controls And Procedures.
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21
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PART II - OTHER INFORMATION
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||
Item 1.
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Legal Proceedings.
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21
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Item 1A.
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Risk Factors.
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22
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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22
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Item 3.
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Defaults Upon Senior Securities.
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22
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Item 4.
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[Removed and Reserved]
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22
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Item 5.
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Other Information.
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22
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Item 6.
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Exhibits.
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22
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SIGNATURES
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23 |
the terms “we”, “us”, “our”, “Company” , “AEHI” and “Alternate Energy Holdings” refer to Alternate Energy Holdings, Inc. and our wholly owned subsidiaries.
PART I - FINANCIAL INFORMATION
ITEM 1.
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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
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ALTERNATE ENERGY HOLDINGS, INC.
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||||||||
(A Development Stage Company)
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||||||||
CONSOLIDATED BALANCE SHEETS
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||||||||
JUNE 30, 2011 (Unaudited) AND DECEMBER 31, 2010
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||||||||
ASSETS
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||||||||
June 30
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||||||||
2011
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December 31
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|||||||
Unaudited
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2010
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|||||||
CURRENT ASSETS:
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||||||||
Cash and Cash Equivalents
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$ | 654,739 | $ | 234,426 | ||||
Short-Term Investments
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5,344,752 | 6,916,498 | ||||||
Total Current Assets
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5,999,491 | 7,150,924 | ||||||
PROPERTY AND EQUIPMENT - Net
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63,373 | 70,595 | ||||||
OTHER ASSET
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||||||||
Assets Held for Sale - Energy Neutral Model Home
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- | 278,000 | ||||||
Construction in Progress - Energy Neutral Homes
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286,423
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298,657 | ||||||
Security Deposit
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3,000 | 3,000 | ||||||
Total Other Assets
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289,423
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579,657 | ||||||
TOTAL ASSETS
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$ |
6,352,287
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$ | 7,801,176 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
CURRENT LIABILITIES
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||||||||
Accounts Payable
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$ |
135,277
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$ | 166,577 | ||||
Due to Employee
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- | 60,000 | ||||||
Accrued Payroll
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- | 25,000 | ||||||
Total Current Liabilities
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135,277 | 251,577 | ||||||
STOCKHOLDERS' EQUITY:
|
||||||||
Common Stock, par value $.001, 500,000,000 shares authorized; 325,937,791 issued and 325,537,791 outstanding and 325,087,791 issued and 324,687,791 outstanding, respectively
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325,937 | 325,087 | ||||||
Additional Paid in Capital
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27,253,429 | 27,063,779 | ||||||
Accumulated Other Comprehensive Income
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(181,168 | ) | (243,773 | ) | ||||
Treasury Stock (400,000 shares at cost)
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(20,000 | ) | (20,000 | ) | ||||
Deficit Accumulated During Development Stage
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(21,161,188
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) | (19,575,494 | ) | ||||
Total Stockholders' Equity
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6,217,010
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7,549,599 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ |
6,352,287
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$ | 7,801,176 |
The accompanying notes are an integral part of these consolidated financial statements.
3
ALTERNATE ENERGY HOLDINGS, INC.
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||||||||||||
(A Development Stage Company)
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||||||||||||
CONSOLIDATED INCOME STATEMENTS
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||||||||||||
FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010
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||||||||||||
AND THE PERIOD FROM INCEPTION (AUGUST 29, 2005) THROUGH JUNE 30, 2011 (Unaudited)
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Three Months
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Three Months
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Six Months
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Six Months
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Inception to
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||||||||||||||||
June 30
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June 30
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June 30
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June 30
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June 30
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||||||||||||||||
2011
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2010
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2011
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2010
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2011
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||||||||||||||||
REVENUES
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$ |
373,900
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$ | - | $ |
542,900
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$ | - | $ |
542,900
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||||||||||
COST OF SALES
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360,219
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- |
521,806
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- |
521,806
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|||||||||||||||
GROSS PROFIT
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13,681
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- |
21,094
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- |
21,094
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|||||||||||||||
OPERATING EXPENSES:
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||||||||||||||||||||
General and Administrative Expenses
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972,428
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1,735,812 | 1,633,084 | 4,364,573 | 22,391,075 | |||||||||||||||
NET LOSS FROM OPERATIONS
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(958,747
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) | (1,735,812 | ) | (1,611,990 | ) | (4,364,573 | ) | (22,369,981 | ) | ||||||||||
OTHER INCOME (EXPENSE)
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||||||||||||||||||||
Investment Income
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67,816 | 12,102 | 145,064 | 12,302 | 310,018 | |||||||||||||||
Miscellaneous Income
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- | 3,707 | - | 3,707 | 9,186 | |||||||||||||||
(Loss) Gain on Sales of Investments
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(27,736 | ) | - | (118,720 | ) | - | 32,042 | |||||||||||||
Impairment on Deposit
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- | - | - | (100,000 | ) | |||||||||||||||
Impairment on Asset Held for Sale
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- | - | - | - | (38,419 | ) | ||||||||||||||
Interest Expense
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(7 | ) | (82 | ) | (48 | ) | (82 | ) | (4,034 | ) | ||||||||||
Total Other Income
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40,073 | 15,727 | 26,296 | 15,927 | 208,793 | |||||||||||||||
LOSS BEFORE NON-CONTROLLING INTEREST IN VARIABLE INTEREST ENTITY
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(918,674
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) | (1,720,085 | ) |
(1,585,694
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) | (4,348,646 | ) |
(22,161,188
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) | ||||||||||
Non-Controlling Interest in Variable Interest Entity
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- | - | - | - | 1,000,000 | |||||||||||||||
Net Loss
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$ |
(918,674
|
) | $ | (1,720,085 | ) | $ |
(1,585,694
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) | $ | (4,348,694 | ) | $ |
(21,161,188
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) | |||||
BASIC AND DILUTED NET LOSS PER COMMON STOCK
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$ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | ||||||||
WEIGHTED AVERAGE SHARES OUTSTANDING
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325,923,208 | 281,067,991 | 325,710,708 | 236,138,322 |
The accompanying notes are an integral part of these consolidated financial statements.
4
ALTERNATE ENERGY HOLDINGS, INC.
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||||||||||||||||||||||||||||||||
(A Development Stage Company)
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||||||||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
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||||||||||||||||||||||||||||||||
AND THE PERIOD FROM INCEPTION (AUGUST 29, 2005) THROUGH JUNE 30, 2011 (Unaudited)
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||||||||||||||||||||||||||||||||
Number of Common
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Additional
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Accumulated Other
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||||||||||||||||||||||||||||||
Price per Share
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Shares Issued
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Common Stock
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Paid in Capital
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Treasury Stock
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Comprehensive Income
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Net Loss
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Total
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|||||||||||||||||||||||||
Founder Shares issued August 29, 2005
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- | 14,800,000 | $ | 14,800 | $ | (14,800 | ) | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||
Issuance of Common Stock for Services
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||||||||||||||||||||||||||||||||
October
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0.0176 | 3,249,999 | 3,250 | 54,250 | - | - | - | 57,500 | ||||||||||||||||||||||||
Amortization of common stock for services
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||||||||||||||||||||||||||||||||
October
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- | - | 8,750 | - | - | - | 8,750 | |||||||||||||||||||||||||
November
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- | - | 8,750 | - | - | - | 8,750 | |||||||||||||||||||||||||
December
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- | - | 8,750 | - | - | - | 8,750 | |||||||||||||||||||||||||
Issuance of Common Stock for Payables:
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||||||||||||||||||||||||||||||||
September
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0.0417 | 600,000 | 600 | 24,400 | - | - | - | 25,000 | ||||||||||||||||||||||||
November
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0.0500 | 300,000 | 300 | 14,700 | - | - | - | 15,000 | ||||||||||||||||||||||||
Net Loss
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- | - | - | - | - | (100,692 | ) | (100,692 | ) | |||||||||||||||||||||||
Balances, December 31, 2005
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18,949,999 | 18,950 | 104,800 | - | - | (100,692 | ) | 23,058 | ||||||||||||||||||||||||
Nussential Holdings Inc. shareholders prior to merger
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- | 4,252,088 | 4,252 | (4,252 | ) | - | - | - | - | |||||||||||||||||||||||
Issuance of Common Stock for Services
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||||||||||||||||||||||||||||||||
September
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1.0077 | 1,149,999 | 1,150 | 1,157,599 | - | - | - | 1,158,749 | ||||||||||||||||||||||||
November
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0.9000 | 100,000 | 100 | 89,900 | - | - | - | 90,000 | ||||||||||||||||||||||||
Amortization of common stock for services
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||||||||||||||||||||||||||||||||
January
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- | - | 8,750 | - | - | - | 8,750 | |||||||||||||||||||||||||
February
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- | - | 8,750 | - | - | - | 8,750 | |||||||||||||||||||||||||
March
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- | - | 8,750 | - | - | - | 8,750 | |||||||||||||||||||||||||
April
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- | - | 8,750 | - | - | - | 8,750 | |||||||||||||||||||||||||
May
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- | - | 8,750 | - | - | - | 8,750 | |||||||||||||||||||||||||
June
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- | - | 8,750 | - | - | - | 8,750 | |||||||||||||||||||||||||
July
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- | - | 8,750 | - | - | - | 8,750 | |||||||||||||||||||||||||
August
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- | - | 8,750 | - | - | - | 8,750 | |||||||||||||||||||||||||
Issuance of Common Stock for Cash
|
||||||||||||||||||||||||||||||||
March
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0.0500 | 1,000,000 | 1,000 | 49,000 | - | - | - | 50,000 | ||||||||||||||||||||||||
May
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0.0500 | 400,000 | 400 | 19,600 | - | - | - | 20,000 | ||||||||||||||||||||||||
June
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0.0500 | 100,000 | 100 | 4,900 | - | - | - | 5,000 | ||||||||||||||||||||||||
October
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0.6465 | 273,000 | 273 | 176,227 | - | - | - | 176,500 | ||||||||||||||||||||||||
November
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0.3333 | 116,000 | 116 | 38,550 | - | - | - | 38,666 | ||||||||||||||||||||||||
December
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0.4244 | 75,000 | 75 | 31,758 | - | - | - | 31,833 | ||||||||||||||||||||||||
Purchase of Treasury Stock
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- | - | - | (20,000 | ) | - | - | (20,000 | ) | |||||||||||||||||||||||
Net Loss
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- | - | - | - | - | (1,394,711 | ) | (1,394,711 | ) | |||||||||||||||||||||||
Balances, December 31, 2006 | 26,416,086 | 26,416 | 1,738,082 | (20,000 | ) | (1,495,403 | ) | 249,095 | ||||||||||||||||||||||||
Issuance of Common Stock for Services
|
||||||||||||||||||||||||||||||||
February
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0.5000 | 920,000 | 920 | 459,080 | - | - | - | 460,000 | ||||||||||||||||||||||||
March
|
0.5000 | 300,000 | 300 | 149,700 | - | - | - | 150,000 | ||||||||||||||||||||||||
April
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0.2500 | 100,000 | 100 | 24,900 | - | - | - | 25,000 | ||||||||||||||||||||||||
June
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0.2500 | 550,000 | 550 | 136,950 | - | - | - | 137,500 | ||||||||||||||||||||||||
August
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0.4000 | 531,552 | 532 | 212,089 | - | - | - | 212,621 | ||||||||||||||||||||||||
September
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0.1055 | 4,583,200 | 4,583 | 478,697 | - | - | - | 483,280 | ||||||||||||||||||||||||
October
|
0.4000 | 366,400 | 366 | 146,194 | - | - | - | 146,560 | ||||||||||||||||||||||||
November
|
0.1453 | 457,000 | 457 | 65,943 | - | - | - | 66,400 | ||||||||||||||||||||||||
December
|
0.1000 | 57,500 | 58 | 5,692 | - | - | - | 5,750 | ||||||||||||||||||||||||
Issuance of Common Stock for Cash
|
||||||||||||||||||||||||||||||||
January
|
0.5300 | 23,000 | 23 | 12,227 | - | - | - | 12,250 | ||||||||||||||||||||||||
February
|
0.5000 | 55,000 | 55 | 27,445 | - | - | - | 27,500 | ||||||||||||||||||||||||
March
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0.5000 | 10,000 | 10 | 4,990 | - | - | - | 5,000 | ||||||||||||||||||||||||
April
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0.4000 | 25,000 | 25 | 9,975 | - | - | - | 10,000 | ||||||||||||||||||||||||
May
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0.2500 | 206,000 | 206 | 51,294 | - | - | - | 51,500 | ||||||||||||||||||||||||
June
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0.2389 | 180,000 | 180 | 42,820 | - | - | - | 43,000 | ||||||||||||||||||||||||
July
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0.2500 | 2,591,000 | 2,591 | 645,159 | - | - | - | 647,750 | ||||||||||||||||||||||||
August
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0.2494 | 2,521,036 | 2,521 | 626,238 | - | - | - | 628,759 | ||||||||||||||||||||||||
September
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0.2500 | 64,000 | 64 | 15,936 | - | - | - | 16,000 | ||||||||||||||||||||||||
October
|
0.2500 | 20,000 | 20 | 4,980 | - | - | - | 5,000 | ||||||||||||||||||||||||
November
|
0.2000 | 287,500 | 287 | 57,213 | - | - | - | 57,500 | ||||||||||||||||||||||||
December
|
0.1000 | 2,451,000 | 2,451 | 242,649 | - | - | - | 245,100 | ||||||||||||||||||||||||
Net Loss
|
- | - | - | - | - | (3,394,200 | ) | (3,394,200 | ) | |||||||||||||||||||||||
Balances, December 31, 2007
|
42,715,274 | $ | 42,715 | $ | 5,158,253 | $ | (20,000 | ) | $ | - | $ | (4,889,603 | ) | $ | 291,365 |
The accompanying notes are an integral part of these consolidated financial statements.
5
ALTERNATE ENERGY HOLDINGS, INC.
|
||||||||||||||||||||||||||||||||
(A Development Stage Company)
|
||||||||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||||||||||||
AND THE PERIOD FROM INCEPTION (AUGUST 29, 2005) THROUGH JUNE 30, 2011 (Unaudited)
|
||||||||||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||||||||||
Number of | Additional | Other | ||||||||||||||||||||||||||||||
Price per
|
Common
|
Common
|
Paid in
|
Treasury
|
Comprehensive
|
Net
|
||||||||||||||||||||||||||
Share
|
Shares Issued
|
Stock
|
Capital
|
Stock
|
Income
|
Loss
|
Total
|
|||||||||||||||||||||||||
Issuance of Common Stock for Services
|
||||||||||||||||||||||||||||||||
January
|
0.1000 | 1,312,250 | 1,312 | 129,913 | - | - | - | 131,225 | ||||||||||||||||||||||||
February
|
0.1000 | 70,000 | 70 | 6,930 | - | - | - | 7,000 | ||||||||||||||||||||||||
March
|
0.1000 | 183,250 | 183 | 18,142 | - | - | - | 18,325 | ||||||||||||||||||||||||
April
|
0.1000 | 20,000 | 20 | 1,980 | - | - | - | 2,000 | ||||||||||||||||||||||||
May
|
0.1000 | 14,556,875 | 14,557 | 1,441,131 | - | - | - | 1,455,688 | ||||||||||||||||||||||||
June
|
0.1000 | 4,365,342 | 4,365 | 432,169 | - | - | - | 436,534 | ||||||||||||||||||||||||
July
|
0.2000 | 798,625 | 798 | 158,927 | - | - | - | 159,725 | ||||||||||||||||||||||||
August
|
0.2000 | 71,500 | 72 | 14,228 | - | - | - | 14,300 | ||||||||||||||||||||||||
September
|
0.2000 | 25,430 | 25 | 5,061 | - | - | - | 5,086 | ||||||||||||||||||||||||
October
|
0.2000 | 207,147 | 207 | 41,222 | - | - | - | 41,429 | ||||||||||||||||||||||||
November
|
0.2000 | 10,853 | 11 | 2,160 | - | - | 2,171 | |||||||||||||||||||||||||
December
|
0.1000 | 3,140,777 | 3,141 | 310,934 | - | - | 314,075 | |||||||||||||||||||||||||
Issuance of Common Stock for Cash
|
||||||||||||||||||||||||||||||||
January
|
0.1000 | 7,720,000 | 7,720 | 764,280 | - | - | - | 772,000 | ||||||||||||||||||||||||
February
|
0.1000 | 1,120,750 | 1,121 | 110,954 | - | - | - | 112,075 | ||||||||||||||||||||||||
March
|
0.1000 | 225,000 | 225 | 22,275 | - | - | - | 22,500 | ||||||||||||||||||||||||
April
|
0.1000 | 250,000 | 250 | 24,750 | - | - | - | 25,000 | ||||||||||||||||||||||||
May
|
0.1000 | 50,000 | 50 | 4,950 | - | - | - | 5,000 | ||||||||||||||||||||||||
June
|
0.1000 | 576,000 | 576 | 57,024 | - | - | - | 57,600 | ||||||||||||||||||||||||
July
|
0.1021 | 307,301 | 308 | 31,072 | - | - | - | 31,380 | ||||||||||||||||||||||||
August
|
0.1549 | 182,000 | 182 | 28,018 | - | - | - | 28,200 | ||||||||||||||||||||||||
September
|
0.2609 | 153,666 | 154 | 39,946 | - | - | - | 40,100 | ||||||||||||||||||||||||
December
|
0.1000 | 125,000 | 125 | 12,375 | - | - | - | 12,500 | ||||||||||||||||||||||||
Net Loss
|
- | - | - | - | - | (3,820,601 | ) | (3,820,601 | ) | |||||||||||||||||||||||
Balances, December 31, 2008
|
78,187,040 | 78,187 | 8,816,694 | (20,000 | ) | - | (8,710,204 | ) | 164,677 | |||||||||||||||||||||||
Issuance of Common Stock for Services
|
||||||||||||||||||||||||||||||||
January
|
0.1000 | 395,290 | 395 | 39,134 | - | - | - | 39,529 | ||||||||||||||||||||||||
March
|
0.0500 | 138,065 | 138 | 6,765 | - | - | - | 6,903 | ||||||||||||||||||||||||
April
|
0.0500 | 18,425,000 | 18,425 | 902,825 | - | - | - | 921,250 | ||||||||||||||||||||||||
May
|
0.0500 | 945,400 | 945 | 46,325 | - | - | - | 47,270 | ||||||||||||||||||||||||
June
|
0.0500 | 718,500 | 719 | 35,206 | - | - | - | 35,925 | ||||||||||||||||||||||||
July
|
0.0500 | 755,000 | 755 | 36,995 | - | - | - | 37,750 | ||||||||||||||||||||||||
August
|
0.0500 | 1,567,957 | 1,568 | 76,830 | - | - | - | 78,398 | ||||||||||||||||||||||||
September
|
0.0500 | 1,431,340 | 1,431 | 70,136 | - | - | - | 71,567 | ||||||||||||||||||||||||
October
|
0.0500 | 50,000 | 50 | 2,450 | - | - | - | 2,500 | ||||||||||||||||||||||||
November
|
0.0500 | 441,580 | 442 | 21,637 | - | - | - | 22,079 | ||||||||||||||||||||||||
December
|
0.0500 | 3,914,400 | 3,915 | 191,805 | - | - | - | 195,720 | ||||||||||||||||||||||||
Issuance of Common Stock for Contract Option Fee
|
||||||||||||||||||||||||||||||||
December
|
0.0500 | 500,000 | 500 | 24,500 | - | - | - | 25,000 | ||||||||||||||||||||||||
Issuance of Common Stock for Cash
|
||||||||||||||||||||||||||||||||
January
|
0.1000 | 25,000 | 25 | 2,475 | - | - | - | 2,500 | ||||||||||||||||||||||||
February
|
0.0500 | 800,000 | 800 | 39,200 | - | - | - | 40,000 | ||||||||||||||||||||||||
March
|
0.0500 | 330,600 | 330 | 16,200 | - | - | - | 16,530 | ||||||||||||||||||||||||
April
|
0.0500 | 1,745,000 | 1,745 | 85,505 | - | - | - | 87,250 | ||||||||||||||||||||||||
May
|
0.0500 | 700,000 | 700 | 34,300 | - | - | - | 35,000 | ||||||||||||||||||||||||
June
|
0.0500 | 4,345,000 | 4,345 | 212,905 | - | - | - | 217,250 | ||||||||||||||||||||||||
August
|
0.0500 | 440,000 | 440 | 21,560 | - | - | - | 22,000 | ||||||||||||||||||||||||
September
|
0.0500 | 2,470,000 | 2,470 | 121,030 | - | - | - | 123,500 | ||||||||||||||||||||||||
October
|
0.0500 | 3,509,000 | 3,509 | 171,941 | - | - | - | 175,450 | ||||||||||||||||||||||||
November
|
0.0500 | 5,338,700 | 5,339 | 261,596 | - | - | - | 266,935 | ||||||||||||||||||||||||
December
|
0.0500 | 8,977,236 | 8,977 | 439,933 | - | - | - | 448,910 | ||||||||||||||||||||||||
Net Loss
|
- | - | - | - | - | (2,377,568 | ) | (2,377,568 | ) | |||||||||||||||||||||||
Balances, December 31, 2009
|
136,150,108 | 136,150 | 11,677,947 | (20,000 | ) | - | (11,087,772 | ) | 706,325 |
The accompanying notes are an integral part of these consolidated financial statements.
6
ALTERNATE ENERGY HOLDINGS, INC.
|
||||||||||||||||||||||||||||||||
(A Development Stage Company)
|
||||||||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||||||||||||
AND THE PERIOD FROM INCEPTION (AUGUST 29, 2005) THROUGH JUNE 30, 2011 (Unaudited)
|
||||||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||||||
Number of
|
Additional
|
Other
|
||||||||||||||||||||||||||||||
Price per
|
Common
|
Common
|
Paid in
|
Treasury
|
Comprehensive
|
Net
|
||||||||||||||||||||||||||
Share
|
Shares Issued
|
Stock
|
Capital
|
Stock
|
Income
|
Loss
|
Total
|
|||||||||||||||||||||||||
Issuance of Common Stock for Services
|
||||||||||||||||||||||||||||||||
January
|
0.0500 | 17,500,000 | 17,500 | 857,500 | - | - | - | 875,000 | ||||||||||||||||||||||||
February
|
0.0500 | 20,475,200 | 20,475 | 1,003,285 | - | - | - | 1,023,760 | ||||||||||||||||||||||||
March
|
0.0500 | 1,307,546 | 1,308 | 64,069 | - | - | - | 65,377 | ||||||||||||||||||||||||
April
|
0.0500 | 735,800 | 735 | 36,055 | - | - | - | 36,790 | ||||||||||||||||||||||||
May
|
0.1000 | 100,000 | 100 | 9,900 | - | - | - | 10,000 | ||||||||||||||||||||||||
June
|
0.1000 | 5,500,000 | 5,500 | 544,500 | - | - | - | 550,000 | ||||||||||||||||||||||||
July
|
0.1500 | 5,854,465 | 5,854 | 872,316 | - | - | - | 878,170 | ||||||||||||||||||||||||
August
|
0.5000 | 462,000 | 462 | 230,538 | - | - | - | 231,000 | ||||||||||||||||||||||||
October
|
0.7000 | 145,000 | 145 | 101,355 | - | - | - | 101,500 | ||||||||||||||||||||||||
November
|
0.7365 | 2,056,030 | 2,056 | 1,512,124 | - | - | - | 1,514,180 | ||||||||||||||||||||||||
Issuance of Common Stock for Contract Option Fee
|
||||||||||||||||||||||||||||||||
August
|
0.4000 | 500,000 | 500 | 199,500 | - | - | - | 200,000 | ||||||||||||||||||||||||
September
|
0.7000 | 250,000 | 250 | 174,750 | - | - | - | 175,000 | ||||||||||||||||||||||||
Issuance of Common Stock for Cash
|
||||||||||||||||||||||||||||||||
January
|
0.0500 | 4,691,240 | 4,691 | 229,871 | - | - | - | 234,562 | ||||||||||||||||||||||||
February
|
0.0500 | 42,188,960 | 42,189 | 2,067,259 | - | - | - | 2,109,448 | ||||||||||||||||||||||||
March
|
0.0500 | 30,048,710 | 30,049 | 1,472,387 | - | - | - | 1,502,436 | ||||||||||||||||||||||||
April
|
0.0500 | 4,610,000 | 4,610 | 225,890 | - | - | - | 230,500 | ||||||||||||||||||||||||
May
|
0.1000 | 44,028,600 | 44,029 | 4,358,831 | - | - | - | 4,402,860 | ||||||||||||||||||||||||
June
|
0.1000 | 7,348,580 | 7,349 | 727,509 | - | - | - | 734,858 | ||||||||||||||||||||||||
July
|
0.4000 | 65,000 | 65 | 25,935 | - | - | - | 26,000 | ||||||||||||||||||||||||
August
|
0.5000 | 425,000 | 425 | 212,075 | - | - | - | 212,500 | ||||||||||||||||||||||||
September
|
0.7400 | 223,547 | 223 | 165,201 | - | - | - | 165,424 | ||||||||||||||||||||||||
October
|
0.7000 | 279,145 | 279 | 195,123 | - | - | - | 195,402 | ||||||||||||||||||||||||
November
|
0.7000 | 142,860 | 143 | 99,859 | - | - | - | 100,002 | ||||||||||||||||||||||||
Comprehensive Loss:
|
||||||||||||||||||||||||||||||||
Unrealized Loss on Short-Term Investments
|
||||||||||||||||||||||||||||||||
Net Loss
|
- | - | - | - | - | (8,487,722 | ) | (8,487,722 | ) | |||||||||||||||||||||||
Total Comprehensive Loss
|
- | - | - | - | - | - | (8,731,495 | ) | ||||||||||||||||||||||||
Balance - December 31, 2010
|
325,087,791 | $ | 325,087 | $ | 27,063,779 | $ | (20,000 | ) | $ | (243,773 | ) | $ | (19,575,494 | ) | $ | 7,549,599 | ||||||||||||||||
Issuance of Common Stock for Services
|
||||||||||||||||||||||||||||||||
April
|
0.1000 | 100,000 | 100 | 9,900 | - | - | - | 10,000 | ||||||||||||||||||||||||
May
|
0.1031 | 1,750,000 | 1,750 |
178,750
|
- | - | - | 180,500 | ||||||||||||||||||||||||
Cancellation of Common Stock | ||||||||||||||||||||||||||||||||
June
|
(1,000,000 | ) | (1,000 | ) | 1,000 | - | - | - |
-0-
|
|||||||||||||||||||||||
Comprehensive Loss:
|
||||||||||||||||||||||||||||||||
Unrealized Gain on Short-Term Investments
|
62,605 | 62,605 | ||||||||||||||||||||||||||||||
Net Loss
|
- | - | - | - | - | (1,585,694 | ) |
(1,585,694
|
) | |||||||||||||||||||||||
Total Comprehensive Loss
|
- | - | - | - | - | - |
(1,523,089
|
) | ||||||||||||||||||||||||
Balance - June 30, 2011
|
325,937,791 | $ | 325,937 | $ |
27,253,429
|
$ | (20,000 | ) | $ | (181,168 | ) | $ |
(21,161,188
|
) | $ |
6,217,010
|
The accompanying notes are an integral part of these consolidated financial statements.
7
ALTERNATE ENERGY HOLDINGS, INC.
|
||||||||||||
(A Development Stage Company)
|
||||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010
|
||||||||||||
AND THE PERIOD FROM INCEPTION (AUGUST 29, 2005) THROUGH JUNE 30, 2011 (Unaudited)
|
||||||||||||
Six Months
|
Six Months
|
Inception to
|
||||||||||
June 30
|
June 30
|
June 30
|
||||||||||
2011
|
2010
|
2011
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net Loss
|
$ |
(1,585,694
|
) | $ | (4,348,646 | ) | $ |
(21,161,188
|
) | |||
Adjustments to reconcile Net Loss to Net Cash Used by Operating Activities -
|
||||||||||||
Common Stock Issued (Returned) for Services
|
190,500
|
2,560,927 |
12,627,336
|
|||||||||
Common Stock Issued for Contract Option Fee
|
- | - | 400,000 | |||||||||
Loss from Variable Interest Entity
|
- | - | (1,000,000 | ) | ||||||||
Impairment on Asset Held for Sale
|
- | - | 38,419 | |||||||||
Depreciation
|
7,222 | 7,862 | 16,116 | |||||||||
Loss (Gain) on Sales of Investments
|
118,721 | - | (32,042 | ) | ||||||||
Change in operating Assets and Liabilities -
|
||||||||||||
Security Deposits
|
- | - | (3,000 | ) | ||||||||
Prepaid Expenses
|
- | 220 | - | |||||||||
Construction in Progress - Energy Neutral Homes
|
12,234
|
- |
(286,423
|
) | ||||||||
Accounts Payable
|
(31,300
|
) | 545,377 |
135,277
|
||||||||
Accrued Payroll
|
(25,000 | ) | - | - | ||||||||
Total Adjustments
|
(272,377 | ) | 3,114,386 | 11,895,683 | ||||||||
Net Cash Used by Operating Activities
|
(1,313,317 | ) | (1,234,260 | ) | (9,265,505 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Purchase of Fixed Assets
|
- | (78,617 | ) | (79,489 | ) | |||||||
Purchase of Short-Term Investments
|
(437,554 | ) | (6,749,099 | ) | (14,534,479 | ) | ||||||
Proceeds from Sale of Short-Term Investments
|
1,953,184 | (309,711 | ) | 9,002,182 | ||||||||
Proceeds from Sale of Energy Neutral Model Home
|
278,000 | - | 278,000 | |||||||||
Purchase of Energy Neutral Model Home
|
- | - | (278,000 | ) | ||||||||
Net Cash Provided (Used) by Investing Activities
|
1,793,630 | (7,137,427 | ) | (5,611,786 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Receipt of Cash for Common Stock
|
- | 9,214,664 | 14,552,030 | |||||||||
Proceeds from Short-Term Borrowings
|
- | 50,582 | - | |||||||||
Cash Received from Non-Controlling Members
|
- | - | 1,000,000 | |||||||||
Purchase of Treasury Stock
|
- | - | (20,000 | ) | ||||||||
Advance Due to Related Party
|
106,914 | - | 106,914 | |||||||||
Payment to Related Party
|
(106,914 | ) | - | (106,914 | ) | |||||||
Payment of Employee Advance
|
(60,000 | ) | - | (60,000 | ) | |||||||
Advance Due to Employee
|
- | - | 60,000 | |||||||||
Net Cash (Used) Provided by Financing Activities
|
(60,000 | ) | 9,265,246 | 15,532,030 | ||||||||
NET INCREASE IN CASH
|
420,313 | 893,559 | 654,739 | |||||||||
CASH - BEGINNING
|
234,426 | 597,577 | - | |||||||||
CASH - ENDING
|
$ | 654,739 | $ | 1,491,136 | $ | 654,739 | ||||||
Supplemental Disclosures:
|
||||||||||||
Cash paid for Income Taxes
|
$ | - | $ | - | $ | - | ||||||
Cash paid for Interest
|
$ | 48 | $ | 82 | $ | 4,034 |
The accompanying notes are an integral part of these consolidated financial statements.
8
ALTERNATE ENERGY HOLDINGS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Alternate Energy Holdings, Inc., (and its subsidiaries Idaho Energy Complex, LLC, Green World Water, LLC, Energy Neutral, LLC and Reactor Development, LLC) formerly Nussentials Holdings Inc., is a development stage enterprise focused on the purchase, optimization and construction of green energy sources – primarily nuclear power plants. During fiscal years 2010 and 2011, Energy Neutral, LLC has completed the construction of a model "energy neutral", three additional "energy neutral" homes and is in the process of constructing two other "energy neutral" homes in Boise, Idaho, which feature unique design elements as well as standard “energy neutral” elements, including the Energy Star Certification and solar power generation. The homes are designed and built with the goal of consuming less energy than they produce.
Sunbelt Energy Resources Inc. was formed on August 29, 2005 to operate in the alternate energy industry and has limited operational activity. In September 2006, Sunbelt acquired Nussential Holdings, Inc. by exchanging 17,900,000 shares of Sunbelt which represented 100% of the outstanding shares for 21,399,998 shares of common stock of Nussential Holdings Inc. As a result of the acquisition, the shareholders of Sunbelt owned a majority of the voting stock of Nussentials Holdings, Inc. which changed its name to Alternate Energy Holdings, Inc. The merger has been accounted for as a reverse merger whereby Alternate Energy Holdings, Inc. is the accounting acquirer resulting in a recapitalization of Alternate Energy Holdings, Inc.’s equity. In connection with and simultaneous to the reverse merger, Nussentials Corporation, a wholly owned subsidiary of Nussentials Holdings Inc. was transferred to Nussential Holdings, Inc. majority shareholder through issuance of 4,252,088 shares of common stock.
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses and the disclosures of contingent assets and liabilities. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
Alternate Energy Holdings, Inc. considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. The Federal Deposit Insurance Corporation insures balances of up to $250,000 at June 30, 2011 and December 31, 2010. The uninsured balances at June 30, 2011 and December 31, 2010 were $154,740 and $-0-, respectively.
9
ALTERNATE ENERGY HOLDINGS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Basic and Diluted Net Loss per Share
Basic and diluted net loss per share calculations are presented in accordance with FASB ASC 260-10, and are calculated on the basis of the weighted average number of common shares outstanding during the year. They include the dilutive effect of common stock equivalents in years with net income. Basic and diluted net loss per share are the same due to the absence of common stock equivalents.
Stock Based Compensation
Alternate Energy Holdings, Inc.’s non-employees, share-based expenses are recorded in accordance with FASB ASC 505-50. Alternate Energy Holdings, Inc. has not issued any stock options or stock warrants since its inception through June 30, 2011. During the six months ended June 30, 2011 and 2010, 1,500,000 and 36,000,000 shares of restricted stock were issued for officer/board services, respectively.
Fair Value Measurements
The Company considers fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company utilizes the following three-level fair value hierarchy to establish the priorities of the inputs used to measure fair value:
- Level 1 – Quoted prices in active market for identical assets or liabilities.
- Level 2 – Observable inputs other than quoted market prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
- Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
10
ALTERNATE ENERGY HOLDINGS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Comprehensive Income (Loss)
Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other Comprehensive income (loss) is primarily the result of unrealized gains and losses on Short-Term investments. The following table set forth the components of comprehensive income (loss):
Six Months Ended
|
||||||||
June 30,
|
||||||||
2011
|
2010
|
|||||||
Net Loss
|
$
|
(1,585,694
|
) | $ |
(4,348,646
|
)
|
||
Unrealized Gain on Short-Term Investments |
62,605
|
62,651
|
||||||
Comprehensive Income
|
$
|
(1,523,089
|
) | $ |
(4,286,395
|
)
|
Recently Issued Accounting Pronouncements
In June 2011, the FASB issued Accounting Standards Update “ASU” 2011-05, Presentation of Comprehensive Income. This ASU is intended to increase the prominence of other comprehensive income to financial statements by presenting components of net income and other comprehensive income in financial statements by presenting the components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or two separate, but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and it components in the statement of changes in stockholders’ equity. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance: therefore, adoption of the new guidance in the first quarter fiscal 2012 will not have any impact on the Company’s consolidated financial position, results of operations or casah flows.
In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRSs”), which amends ACS 820, Fair Value Measurement. ASU 2011-04 does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within U.S. GAAP or IFRSs. ASU 2011-14 changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements.
Alternate Energy Holdings, Inc. does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on their financial position, results of operations, or cash flow.
Revenue Recognition on Sale of Real Estate
Sales and the associated gains and losses of real estate assets are recognized in accordance with the provisions of ASC Topic 360-20, "Property, Plant and Equipment - Real Estate Sale". The specific timing of a sale is measured against various criteria in ASC Topic 360-20 related to the transaction and any continuing involvement in the form of management of financial assistance associated with the properties.
The Company utilizes the full accrual method and if the criteria are not met, the Company defers some or all of the gain recognition and accounts for the continued operations of the property by applying the finance, leasing, deposit, installment or cost recovery methods, as appropriate, until the sale criteria are met.
11
ALTERNATE ENERGY HOLDINGS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - INCOME TAXES
Alternate Energy Holdings, Inc. uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Alternate Energy Holdings, Inc. incurred net losses in the six months ending June 30, 2011 and 2010 and therefore, has no tax liability. The deferred tax asset generated by the carry-forward is approximately $13,368,125 at June 30, 2011 and will expire in 2029.
Components of deferred tax assets at June 30, 2011 are as follows:
Deferred tax asset – net operating loss Carry-forwards
|
$ | 13,368,125 | ||
Valuation Allowance
|
(13,368,125 | ) | ||
Net deferred tax asset
|
$ | 0 |
The Company has adopted ASC 740-10 “Income Taxes”. As a result of the assessment the Company has recognized no material tax adjustments to the unrecognized tax benefits. At the adoption date of January 1, 2008 and as of June 30, 2011, the Company has no unrecognized tax benefits. By statue, tax years ending December 31, 2010 through 2008 remain open to examination by the major taxing jurisdictions to which the Company is subject.
The reconciliation of the effective income tax rate of the Company to the statutory income tax rate for the fiscal year ended on December 31, 2010 and 2009 is as follows:
2010
|
2009
|
|||||||
Federal Income Tax Rate
|
34
|
%
|
34
|
%
|
||||
State Income Tax Rate
|
0
|
%
|
0
|
%
|
||||
Increase in Valuation Allowance
|
(34
|
%)
|
(34
|
%)
|
||||
Effective Tax Rate
|
0
|
%
|
0
|
%
|
12
ALTERNATE ENERGY HOLDINGS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - COMMON STOCK
During 2006, Alternate Energy Holdings, Inc.
- Issued 4,252,088 shares of common stock to the Nussential Holdings shareholders in the reverse merger – See Note 1 for the details.
- Issued 1,249,999 shares of common stock valued at $1,318,749 for services.
- Issued 1,964,000 shares of common stock for cash received in the amount of $321,999.
- Purchase 400,000 shares of treasury stock for cash in the amount of $20,000.
During 2007, Alternate Energy Holdings, Inc.
- Issued 7,865,652 shares of common stock valued at $1,687,111 for services.
- Issued 8,433,536 shares of common stock for cash received in the amount of $1,749,359.
During 2008, Alternate Energy Holdings, Inc.
- Issued 24,762,049 shares of common stock valued at $2,587,558 for services.
- Issued 10,709,717 shares of common stock for cash received in the amount of $1,106,355.
During 2009, Alternate Energy Holdings, Inc.
- Issued 28,282,532 shares of common stock valued at $1,433,891 for services.
- Issued 500,000 shares of common stock valued at $25,000 for a contract option fee.
- Issued 29,180,536 shares of common stock for cash received in the amount of $1,460,325.
During 2010, Alternate Energy Holdings, Inc.
- Issued 54,136,041 shares of common stock valued at $5,094,064 for services.
- Issued 750,000 shares of common stock valued at $375,000 for two contract option fees.
- Issued 134,051,642 shares of common stock for cash received in the amount of $9,913,992.
During 2011, Alternate Energy Holdings, Inc.
- Issued 1,850,000 shares of common stock valued at $ 190,500 for services
- Cancelled 1,000,000 shares of common stock.
- In June 2011, the Company and a consultant entered into a agreement to rescind 1,000,000 shares of common stock previously awarded to them.
NOTE 4 - COMMITMENTS
Alternate Energy Holdings, Inc leases its office space under a two year lease and a home/office on a month-to-month basis under another lease. The two year lease is dated April 1, 2010 and expires April 30, 2012 and requires monthly payments of $2,000. Rent expense for the six months ending June 30, 2011 and 2010 was $25,000 and $27,660, respectively. The following is a schedule of future minimum payments under the operating lease at June 30, 2011:
2011
|
$
|
12,000
|
||
2012
|
8,000
|
|||
Total
|
$
|
20,000
|
13
ALTERNATE ENERGY HOLDINGS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – COMMITMENTS - continued
Alternate Energy Holdings, Inc. has entered into three contracts dated February 23, 2011, August 10, 2010 and September 10, 2010 to purchase land in Idaho. This option holds the contract open until December 11, 2011, January 10, 2012 and September 10, 2011, respectively. The expenses of these contracts are shown as Issuance of Common Stock for Option Fee on the Consolidated Statements of Changes in Stockholder’s Equity.
NOTE 5 - VARIABLE INTEREST ENTITY
FASB ASC 810 requires consolidation of certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Reactor Development, LLC was formed for the purpose of developing and managing an energy complex. Alternate Energy Holdings, Inc. invested $1,000,000 which represents approximately 50% of Reactor Land Development LLC’s capital structure as of December 31, 2007. Furthermore, the daily operating decisions of Reactor Development, LLC are made by the members of Alternate Energy Holdings, Inc.’s management.
Under FASB ASC 810 Reactor Land Development, LLC is deemed a Variable Interest Entity to Alternate Energy Holdings, Inc. and as such Reactor Land Development, LLC’s financial information has been consolidated with Alternate Energy Holdings, Inc.
The consolidated financial statements include the full operating activities of Reactor Land Development, LLC, with amounts allocated to Reactor Land Development, LLC disclosed under “Non-Controlling Interest in Variable Interest Entity” in the accompanying consolidated income statement. Assets and liabilities of Reactor Land Development, LLC were $ -0- and $ -0-, respectively, at June 30, 2011 and December 31, 2010, respectively.
14
ALTERNATE ENERGY HOLDINGS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – ASSET HELD FOR SALE
Alternate Energy Holdings, Inc constructed a model home to demonstrate that a competitively priced and energy cost efficient home can be constructed using energy-efficient techniques. The home creates more power than it uses on a month-to-month basis. The home was to be used to market the Energy Neutral brand name, however it was sold in March 2011.
NOTE 7 – AVAILABLE-FOR-SALE-SECURITIES
The Company’s short-term investments consist of mutual funds that are professionally managed by an investment company. The Company’s investments are classified as available-for sale and are recorded on the consolidated balance sheet at fair value based on Level 1 inputs. Unrealized gains and losses on the investments are included as a separate component of other comprehensive income. The Company will recognize an impairment charge if a decline in the fair value of its investments below cost basis is judged to be other-than-temporary. Unrealized gains, included in other comprehensive income at June 30, 2011 and 2010 were $62,605 and $62,651, respectively.
NOTE 8 – DUE TO EMPLOYEE
In December, 2010 an employee advanced the Company $60,000 to cover working capital expenses. There were no formal repayment terms or interest charged on this advance. The monies were repaid in full in March 2011.
NOTE 9 – CONSTRUCTION IN PROGRESS
Energy Neutral, LLC is developing five low cost, energy efficient homes in the Panther Creek subdivision in Boise, Idaho which are being constructed by a local builder. Three of these homes have been built and sold as June 30, 2011. As of June 30, 2011 and December 31, 2010 $286,423 and $298,657 has been spent on the two remaining homes, respectively.
NOTE 10 – DUE TO RELATED PARTY
In January, 2011 the CEO advanced the Company $106,914 to cover working capital expenses. There were no formal repayment terms or interest charged on this advance. The monies were repaid in full in March 2011.
NOTE 11 – LEGAL PROCEEDINGS
Currently, an action initiated by the U.S. Securities and Exchange Commission (“SEC”) is pending in the U.S. District Court for the District of Idaho, alleging, among other things, that our Company, and certain of our officers and directors, violated federal securities laws issuing materially false and misleading statements, artificially inflating the Company’s stock price, and subsequently liquidating the stock through secret sales (the “SEC” action). The company’s accounts were frozen on December 18, 2010 following the filing of the civil complaint by the SEC in connection with the SEC action; however, a federal judge subsequently dropped the freeze on all of the Company’s assets on February 4, 2011. The parties are currently in the discovery phase and management is unable to evaluate the likelihood of an unfavorable outcome. The Company and the SEC have a settlement conference scheduled for September 27, 2011.
On January 11, 2011, a class action lawsuit was filed in the U.S. District Court of the District of Idaho by Lance Teague on behalf of purchases of the common stock of the Company between September 20, 2006 through December 14, 2010, against the Company and certain officers. On March 7, 2011, plaintiff moved to appoint John O’Brien as Lead Plaintiff. The complaint alleges claims against the Company and certain senior officers and directors for violation of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 there under and claims against certain of its senior officers and directors for violations of Section 20A and Section 20(a) of the Exchange Act.
The complaint seeks compensatory damages for all damages sustained as a result of the defendants’ alleged actions, including reasonable costs and expenses, rescission, and other relief the Court deems just and proper. The Company believes the lawsuit is without merit and intends to vigorously defend itself. No amounts have been recorded in the consolidated financial statements for this matter as the Company believes it is too early in the proceedings to determine an outcome. The parties are currently in the discovery phase and management is unable to evaluate the likelihood of an unfavorable outcome.
15
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the provisions of the Private Securities Litigation Reform Act of 1995 which represent our projections, estimates, expectations or beliefs concerning among other things, financial items that relate to management’s future plans or objectives or to our future economic and financial performance. In some cases, you can identify these statements by terminology such as “may”, “should”, “plans”, “believe”, “will”, “anticipate”, “estimate”, “expect” “project”, or “intend”, including their opposites or similar phrases or expressions. You should be aware that these statements are projections or estimates as to future events and are subject to a number of factors that may tend to influence the accuracy of the statements. These forward-looking statements should not be regarded as a representation by the Company or any other person that the events or plans of the Company will be achieved. You should not unduly rely on these forward-looking statements, which speak only as of the date of this Quarterly Report. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Quarterly Report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we file from time to time with the Securities and Exchange Commission (“SEC”) after the date of this Quarterly Report. Actual results may differ materially from any forward looking statement.
Overview
The Company is in the business of serving the electric power generation industry by acquiring and developing nuclear plant sites and obtaining licenses for their construction and operation through its operating subsidiaries. The Company’s management has experience in the nuclear industry, power generation, and facility development. The Company formed Idaho Energy Complex, LLC, and Reactor Land Development, LLC, as its subsidiaries to manage and finance its business plan to develop a proposed site in Idaho for a reactor. Reactor Land began operations in September 2007, with the purpose of acquiring land and water rights, permits and licenses, development, rights and such other property and services necessary to develop an energy complex in Idaho, located in Payette County, including one or more nuclear reactors (referred to as the “Project”). On June 20, 2011, the Payette County Commissioners unanimously approved the Company’s request to rezone land in rural Payette County, Idaho, to allow for the construction of a nuclear power plant. This represented the final approval required by the State of Idaho to build such a plant on this site. Following receipt of the rezone approval, the Company commenced the steps necessary to begin the National Regulatory Commission’s combined construction and operating license application process.
In October 2009, the Company’s Energy Neutral, LLC subsidiary began construction on a model home to demonstrate that a competitively-priced and energy cost efficient home can be constructed using renewables. Construction of the first model home was completed in 2009, with construction of five additional homes completed during 2010 and early 2011. Through June 30, 2011 we have sold the model home and three these homes. These homes serve to introduce Energy Neutral’s unique energy producing and saving features to a range of potential users. The Company is using these homes to market its Energy Neutral packages and a new energy neutral subdivision in Idaho (in which 5 of these homes have been or are in the process of being constructed). We hope to expand the Energy Neutral concept through licensing arrangements with third-parties.
In November 2007, we formed our wholly owned subsidiary, International Reactors, to assist developing countries with power generation, as well as the production of potable water. This line of business is now being conducted by our wholly-owned subsidiary, Green World Water, LLC, an Idaho limited liability corporation founded in 2010, and International Reactors is inactive. Green World Water, LLC seeks to construct commercial nuclear reactors on oceanfront sites, particularly in Latin America and western-friendly Middle Eastern countries to co-generate clean energy and desalinate water. Green World Water, LLC believes that advanced nuclear technology can be used to address electrical energy needs while simultaneously producing fresh water from ocean intake. The Company has an agreement with a third party consulting firm in China, which in turn has an agreement with a wholly owned subsidiary of China National Nuclear Corporation (CNNC). Pursuant to the consulting firm’s agreement with the CNNC subsidiary, the consulting firm along with Green World Water, LLC™ is marketing on a worldwide basis and providing other significant services in connection with the sale of desalinization reactors manufactured by CNNC and its subsidiary. Commissions received on sales made through the efforts of Green World Water, LLC and the consulting firm will be split 60%/40%, respectively.
16
Plan of Operations
The Company estimates the total cost of buying and licensing the Payette County site is $150.00 million. The initial $150.0 million is planned to be raised through a private placement by Reactor Development, LLC, which shall result in the investors receiving in the aggregate approximately a 5% ownership in the first reactor unit in the form of common stock. Any shortfall will have to be funded through such things as debt financing, cost-sharing by contractors and suppliers, or public offering.
While the success of the Project does not depend on financial assistance from the government, management believes that based on the 2005 Energy Policy Act, the Project may be eligible for an 80% Federal loan guarantee for the construction of new nuclear facilities, and an applicable Federal tax credit of $1.0 billion over eight years, which should be sufficient to cover all operating expenses during that timeframe. Furthermore, the excess heat from this plant will be used to produce biofuels from local crops and agricultural waste.
The intended use of the funds for the Reactor Land Project are shown below:
In millions ($)
|
||||
Payment to owner for site land
|
5 | |||
Payment for COLA plus 10% price escalation due to delays
|
50 | |||
Payments for third party project management, engineering support and G&A
|
10 | |||
Placement agent, if any
|
15 | |||
Adjacent land with water rights
|
20 | |||
Long lead time equipment order deposit; reactor vessel and turbine
|
50 | |||
Total
|
$ | 150 |
If the Reactor Land Development, LLC private placement does not raise the entire $150.00 million listed above, the Company will seek to raise the remaining balance through a public or private equity offering. The Company may adjust the budget categories in the execution of its permitting and development plans. The above line items represent managements best estimates, none of the line items is to be considered fixed or unchangeable.
Although the Company reserves the right to reallocate the funds according to field experience, the Company believes that the net proceeds from the planned offering will be sufficient to fund its initial capital requirements for the next year for operations. The foregoing assumes the offering will be fully subscribed, but there can be no assurance the Company will not require additional funds if unforeseen issues arise. Any additional required funds over the maximum offering amount will need to be financed as a loan. The availability and terms of any future financing will depend on market and other conditions. The amount of proceeds and uses are based upon the projections by management, which may also change according to unforeseen future events and market changes. There are no commitments for loans as of this date.
In the continuance of the Company’s business operations it does not intend to purchase or sell any significant assets and the Company does not expect a significant change in the number of its employees.
In addition, the United States and the global business community is experiencing severe instability in the commercial and investment banking systems which is likely to continue to have far-reaching effects on the economic activities in the country for an indeterminable period. The long-term impact on the United States economy and the Company’s operating activities and its ability to raise capital cannot be predicted at this time, but could be substantial.
17
Project Economics
The Company believes that if it is able to raise $150.0 million, it may develop a site licensed for construction of the advanced reactor by the end of 2014. The Company believes that by acquiring and obtaining the required permits and approvals for the proposed site now, it will be able to offer a site and an NRC license 3 to 4 years sooner than might otherwise be achievable, which will offer additional value to the Idaho site due to earlier power generation/revenue potential of the site. In the event that the Company obtains the required NRC license and other required approvals, the Company will hire a major contractor to work with the nuclear plant supplier in connection with the construction of the plant.
Consolidated Results of Operations
Comparison of the Three Months Ended June 30, 2011 to June 30, 2010
During the three months ended June 30, 2011, we recognized revenues of approximately $373,900 as compared to no revenues for the same period in the prior fiscal year. The increase in revenues is due to the sale of two Energy Neutral homes that occurred during the three months ended June 30, 2011. During the three months ended June 30, 2011, we incurred operating expenses of $972,428 compared to $1,735,812 during the three months ended June 30, 2010. The decrease of $763,384 was a result of substantial decreases in our operational activities as compared to the three months ended June 30, 2010. The following table is a comparison of the operational expenses that we incurred during the three months ended June 30, 2011 and 2010:
Three Months Ended
|
||||||||||||
June 30,
|
June 30,
|
INCREASE
|
||||||||||
2011
|
2010
|
(DECREASE)
|
||||||||||
Consulting services
|
$ | 284,489 | $ | 722,665 | $ | (438,176 | ) | |||||
Marketing services
|
$ | 6,295 | $ | 35,452 | $ | (29,157 | ) | |||||
Public relations
|
$ | 1,625 | $ | 42,750 | $ | (41,125 | ) | |||||
Legal fees
|
$ | 92,723 | $ | 146,225 | $ | (53,502 | ) | |||||
Stock based compensation to officers and directors
|
$ | 153,000 | $ | 672,000 | $ | (519,000 | ) |
During the three months ended June 30, 2011, the Company did not engage as many consultants as it had during the same three month period in the prior year as it awaited the decision from the Payette County Commissioners with respect to the rezone approval. Stock based compensation paid to officers and directors decreased during the three months ended June 30, 2011, as compared to the same period in the prior year because the Company did not issue as many shares of its common stock to officers and directors during the current period in exchange for services rendered.
During the three months ended June 30, 2011, we recognized a net loss of $918,674 compared to a net loss of $1,720,085 during the three months ended June 30, 2010. The decrease of $801,411 in net loss was a result due to decreases of $519,000 in Stock based compensation and $438,176 decrease in consulting services incurred during the quarter. The Company’s basic and diluted loss per share was $.00 during the three months ended June 30, 2011 versus a basic and diluted loss per share of $.01 during the three months ended June 30, 2010.
Comparison of the Six Months Ended June 30, 2011 to June 30, 2010
During the six months ended June 30, 2011, we recognized revenues of approximately $542,900, as compared to no revenues for the same period in the prior fiscal year. The increase in revenues is due to the sale of three Energy Neutral homes that occurred during the six months ended June 30, 2011. During the six months ended June 30, 2011, we incurred operating expenses of $1,633,084 compared to $4,364,573 during the six months ended June 30, 2010. The decrease of $2,731,489 was a result of substantial decreases in our operational activities as compared to the six months ended June 30, 2010. The following table is a comparison of the operational expenses that we incurred during the six months ended June 30, 2011 and 2010:
Six Months Ended
|
||||||||||||
June 30,
|
June 30,
|
INCREASE
|
||||||||||
2011
|
2010
|
(DECREASE)
|
||||||||||
Consulting services
|
$ | 363,997 | $ | 1,170,983 | $ | (806,986 | ) | |||||
Marketing services
|
$ | 6,295 | $ | 37,452 | $ | (31,157 | ) | |||||
Public relations
|
$ | 3,250 | $ | 151,928 | $ |
(148,678
|
) | |||||
Legal fees
|
$ | 321,631 | $ | 209,519 | $ | 112,112 | ||||||
Stock based compensation to officers and directors
|
$ | 153,000 | $ | 2,582,000 | $ | (2,429,000 | ) |
18
During the six months ended June 30, 2011, the Company did not engage as many consultants as it had during the same three month period in the prior year as it awaited the decision from the Payette County Commissioners with respect to the rezone approval. Stock based compensation paid to officers and directors decreased during the six months ended June 30, 2011, as compared to the same period in the prior year because the Company did not issue as many shares of its common stock to officers and directors during the current period in exchange for services rendered. Legal fees for the six months ended June 30, 2011, increased as compared to the same period in the prior year due primarily to the legal fees relating to the SEC matter described in Item 1 of Part II below.
During the six months ended June 30, 2011, we recognized a net loss of $1,585,694 compared to a net loss of $4,348,646 during the six months ended June 30, 2010. The decrease of $2,762,952 in net loss was a result of the decrease in operational expenses due to decreases of $2,429,000 in Stock based compensation and $806,986 in consulting services incurred during the six month period. The Company’s basic and diluted loss per share was $.00 for the six months ended June 30, 2011 versus a basic and diluted loss per share of $.02 for the six months ended June 30, 2010.
Liquidity And Capital Resources
As of June 30, 2011, we had total of cash and cash equivalents of $654,739, total current assets of $5,999,491 and current liabilities of $135,277. The following table provides detailed information about our net cash flow for all financial statements periods presented in this report.
Cash Flow
|
||||||||
Six Months Ended
|
||||||||
June 30,
|
||||||||
2011
|
2010
|
|||||||
Net cash used by operating activities
|
$ | (1,313,317 | ) | $ | (1,234,260 | ) | ||
Net cash provided (used) by investing activities
|
$ | 1,793,630 | $ | (7,137,427 | ) | |||
Net cash (used) provided by financing activities
|
$ | (60,000 | ) | $ | 9,265,246 | |||
Net cash inflow
|
$ | 420,313 | $ | 893,559 |
Operating Activities
Net cash used in our operating activities increased by approximately $79,057 for the six months ended June 30, 2011 as compared to the same period in 2010. This increase in funds used by our operating activities was primarily due to a decrease in officer/board stock based compensation and [stock based] consulting services.
During the six months ended June 30, 2011, the net cash used in our operating activities was $1,313,317. During the six months ended June 30, 2010, the net cash used in our operating activities was $1,234,260. Net cash used in our operating activities during the six month period ended June 30, 2010 includes non-cash items consisting of stock for services totaling $2,560,927.
Investing Activities
During the six months ended June 30, 2011, the net cash provided by our investing activities was $1,793,630, comprised of the proceeds from the sale of short-term investments and proceeds from the sale of our initial model Energy Neutral home. The net cash used in our investing activities was $7,137,427 for the six months ended June 30, 2010, comprised of the purchase of fixed assets and the purchase of short-term investments.
Financing Activities
Net cash provided by financing activities decreased by approximately $9,325,246 for the six months ended June 30, 2011 as compared to the same period of 2010. This decrease in funds provided by our financing activities was primarily due to a decrease in the receipt of cash from sale of shares of common stock as compared to the same period in the prior year.
19
As discussed above, we estimate that we will need to raise approximately $150 million in order to fund the Project. We plan on funding the Project through a private placement or other offering of securities of our subsidiary, Reactor Land Development, which would result in investors receiving, in the aggregate, approximately 5% ownership in the first reactor unit. Any shortfall will have to be funded through other means, such as a debt financing, cost-sharing with contractors and suppliers, or other securities offerings, including a securities offering by our company or any of our other subsidiaries. If additional funds are raised through the issuance of equity securities, there may be a significant dilution in the value of our outstanding common stock.
Critical Accounting Policies
The Company has identified the policies below as critical to the Company business operations and the understanding of the Company results from operations. The impact and any associated risks related to these policies on the Company’s business operations is discussed throughout Management’s Discussion and Analysis of Financial Conditions and Results of Operations where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 1 in the Notes to the Condensed Consolidated Financial Statements beginning on page 9 for the six months ended June 30, 2011. Note that the Company’s preparation of this document requires the Company 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 Company’s financial statements, and the reported amounts of expenses during the reporting periods.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses and the and disclosures of contingent assets and liabilities. Accordingly, actual results could differ from those estimates. It is management’s opinion that all adjustments necessary for the fair statement of the results for the interim period have been made. All adjustments are of normal recurring nature or a description of the nature and amount of any adjustments other than normal recurring adjustments.
Cash and Cash Equivalents
Alternate Energy Holdings, Inc. considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. The Federal Deposit Insurance Corporation insures balances of up to $250,000 at June 30, 2011 an December 31, 2010. The uninsured balances at June 30, 2011 and December 31, 2010 were $154,740 and $-0-, respectively.
Stock-Based Compensation
The Company’s non-employees, share-based expenses are recorded in accordance with FASB ASC 505-50 (Prior authoritative with Emerging Issues Task Force No. 96-18, “Accounting for Equity Instruments That are Issued to Other than Employees for Acquisition, or in Conjunction with Selling, Goods or Services.”) The Company has not issued any stock options or stock warrants since its inception through June 30, 2011.
Off-Balance Sheet Arrangements
As of June 30, 2011, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.
20
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
Changes in United States interest rates would affect the interest earned on our cash and cash equivalents. Based on our overall cash and cash equivalents interest rate exposure at June 30, 2011, a near-term change in interest rates, based on historical movements, would not have a material adverse effect on our financial position or results of operations.
We have operated primarily in the United States. Accordingly, we have not had any significant exposure to foreign currency rate fluctuations.
ITEM 4.
|
CONTROLS AND PROCEDURES.
|
The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in its reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The Company carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures as of June 30, 2011, the end of the period covered by this Quarterly Report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures were effective as of June 30, 2011.
There were no significant changes in the Company’s internal controls over financial reporting, during the quarter ended June 30, 2011, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
PART II - OTHER INFORMATION
ITEM 1.
|
LEGAL PROCEEDINGS.
|
Class Action Litigation
On January 11, 2011, a class action lawsuit was filed in the U.S. District Court for the District of Idaho on behalf of purchasers of the common stock of the company between September 20, 2006 through December 14, 2010, against the company and certain of its officers and directors by Lance Teague. On March 7, 2011, plaintiff moved to appoint John O’Brien as Lead Plaintiff. The complaint alleged claims against the Company and certain of its senior officers and directors for violations of Section 10(b) of the Securities and Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 thereunder and claims against certain of its senior officers and directors for violations of Section 20A and Section 20(a) of the Exchange Act. The complaint seeks compensatory damages for all damages sustained as a result of the defendants’ alleged actions, including reasonable costs and expenses, and other relief the Court deemed just and proper. The Company believes the lawsuit is without merit and intends to vigorously defend itself. No amounts have been recorded in the consolidated financial statements for this matter as the Company believes it is too early in the proceedings to determine an outcome.
Other Legal Proceedings
Currently, an action initiated by the U.S. Securities and Exchange Commission (“SEC”) is pending in the U.S. District Court for the District of Idaho, alleging, among other things, that our company, and certain of our officers and directors, violated the federal securities laws by issuing materially false and misleading statements, artificially inflating the company’s stock price, and subsequently liquidating the stock through secret sales (the “SEC Action”). The company’s accounts were frozen on December 18, 2010 following the filing of the civil complaint by the SEC in connection with the SEC Action; however, after oral argument and the submission of lengthy papers, the Court ordered that the freeze be lifted but also requested that the parties reach agreement to provide the SEC some form of relief in so doing. The parties reached an agreement that the Company shall report to the SEC on a monthly basis all if its expenses of $2,500 and above during the pendency of the litigation and further agreed not to violate any federal securities laws. The Company and SEC have a settlement conference scheduled for September 27, 2011.
21
The Company anticipates that it will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and the Company cannot assure that their ultimate disposition will not have a materially adverse effect on the Company business, financial condition, cash flows or results of operations.
ITEM 1A.
|
RISK FACTORS.
|
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2010, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K is not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
During May, 2011, we issued 300,000 shares of restricted common stock to our new member of the Board of Directors, Dr. Glover, who was appointed to our Board of Directors on May 27, 2011.
The sale and issuance of the units, the common stock, and the warrants was completed in accordance with the exemption provided by Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and/or Section 4(2) of the Securities Act.
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES.
|
None
ITEM 4.
|
[REMOVED AND RESERVED]
|
ITEM 5.
|
OTHER INFORMATION.
|
None
ITEM 6.
|
EXHIBITS.
|
|
(a)
|
Exhibits:
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
|
|
31.2
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
|
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
|
*
|
Filed herewith
|
22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 22, 2011
ALTERNATE ENERGY HOLDINGS, INC. | ||
By: | /s/ DONALD L. GILLISPIE | |
Donald L. Gillispie President, Chief Executive Officer and Director (principal executive officer) | ||
By: | /s/ RICK J. BUCCI | |
Rick J. Bucci Vice-President and Chief Financial Officer (principal financial officer and principal accounting officer) |
23