r-14faegy.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14F-1
___________________________________
Information Statement Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and Rule 14f-1 thereunder
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ALTERNATIVE ENERGY PARTNERS, INC.
(Exact name of registrant as specified in its charter) |
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Florida |
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333-154894 |
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26-2862564 |
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(State or other jurisdiction of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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1365 N. Courtenay Parkway, Suite A
Merritt Island, FL 32953
(Address of principal executive offices)
2400 E. Commercial Boulevard, Suite 201
Ft. Lauderdale, Florida 33308
Telephone No.: 954-351-2554
(Former address if changed since last filing)
(321) 452-9091
(Registrant’s telephone number)
__________________________________________________________________________
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
__________________________________________________________________________
ALTERNATIVE ENERGY PARTNERS, INC.
1365 N. Courtenay Parkway, Suite A
Merritt Island, FL 32953
INFORMATION STATEMENT
PURSUANT TO
SECTION 14(F) OF THE SECURITIES EXCHANGE
ACT OF 1934 AND RULE 14F-1 THEREUNDER
INTRODUCTION
This Information Statement is being mailed on or about May 25, 2010, to the holders of record at the close of business on May 15, 2010 (the “Record Date”) of the common shares, par value $0.001 per share (“Common Shares”) of Alternative Energy Partners, Inc., a Florida corporation (the “Company”), in
connection with the change of control and composition of the board of directors of the Company (the “Board of Directors”) as contemplated by an acquisition agreement, dated February 24, 2010 (the “Share Acquisition Agreement”), by and between Regina L. Greene (the “Majority Shareholder”), and Healthcare of Today, Inc. (“HOTI”) and a share exchange agreement (the “Share Exchange Agreement”), by and among the Company, Sunarias Corporation, a California
corporation (“Sunarias”), and HOTI, as the sole shareholder of Sunarias. Except as otherwise indicated by the context, references in this Information Statement to “Company,” “we,” “us,” or “our” are references to Alternative Energy Partners, Inc..
This Information Statement is being furnished pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14f-1 promulgated thereunder. This Information Statement is being provided solely for informational purposes and not in connection with a vote of our shareholders.
A copy of the Share Agreement Agreement has been filed with the Securities and Exchange Commission (“SEC”) as Exhibit 2.1 to a current report on Form 8-K that was filed on May 21, 2010.
A copy of the Share Exchange Agreement has been filed with the SEC as Exhibit 2.2 to a current report on Form 8-K that was filed on May 21, 2010.
On the Record Date, 49,547,000 Common Shares were issued and outstanding with the holders thereof being entitled to cast one vote per share.
WE ARE NOT SOLICITING YOUR PROXY. NO VOTE OR OTHER ACTION BY THE COMPANY’S SHAREHOLDERS IS REQUIRED IN RESPONSE TO THIS INFORMATION STATEMENT.
CHANGE OF CONTROL AND CHANGE OF BOARD OF DIRECTORS
On February 24, 2010, HOTI and the Majority Shareholder entered into the Share Acquisition Agreement, pursuant to which HOTI agreed to acquire 25,000,000 shares of the outstanding common stock of the Company, representing approximately 56.8 percent of the outstanding shares. The closing of the transactions contemplated by the Share Acquisition
Agreement on May 18, 2010, resulted in a change of control of the Company.
On February 24, 2010, we also entered into the Share Exchange Agreement, pursuant to which we agreed to acquire Sunarias from HOTI in exchange for 5,000,000 Common Shares, representing approximately 11.0% of the issued and outstanding equity interest and voting rights of the Company. The closing of the transactions contemplated by the Share
Exchnage Agreement on May 18, 2010, resulted in a change of control of the Company.
On May 24, 2010, Mr. Jack Stapleton and Mr. Philip Morgan submitted their resignations from our Board of Directors and appointed Mr. Gary Reed to our Board of Directors. Mr. Stapleton’s resignation, Mr. Morgan’s resignation and the appointment of Mr. Reed will become effective on the 10th day following the mailing of this Information
Statement to our shareholders (the “Effective Date”).
To the best of our knowledge, except as set forth in this Information Statement, the incoming director is not currently a director of the Company, did not hold any position with the Company nor has been involved in any transactions with the Company or any of our directors, executive officers, affiliates or associates that are required to
be disclosed pursuant to the rules and regulations of the SEC. To the best of our knowledge, none of the officers or incoming or existing directors of the Company has been the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses), been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting such person’s involvement in any type of business, securities or banking activities or been found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of the date hereof with respect to the beneficial ownership of the outstanding shares of our common stock immediately following execution of the Share Exchange Agreement by (i) our officers and directors; (ii) each person known by us to beneficially own five percent (5%) or more of our outstanding
shares; and (iii) our officers and directors as a group.
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Title |
Name and Address |
Amount and |
Percentage |
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of Class |
of Beneficial Owner |
Nature of |
of Class(2) |
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Beneficial Ownership |
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Common Stock |
Jack L. Stapleton1 |
3,000,000 |
7% |
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Common Stock
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Regina L. Greene |
25,500,000 |
57% |
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Total Directors and Officers as a Group |
3,000,000 |
7% |
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(1) |
The percentages listed in the percent of class column are based upon 44,590,000 issued and outstanding shares of Common Stock. |
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(2) |
Former Chief Executive Officer prior to May 25, 2010 and current director until the Effective Date. |
Changes in Control
There are currently no arrangements which may result in a change in control of the Company.
LEGAL PROCEEDINGS
Our management knows of no material existing or pending legal proceedings or claims against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. To our knowledge, none of our directors, officers or affiliates, and no owner of record or beneficial owner of more than five percent (5%) of our securities,
or any associate of any such director, officer or security holder is a party adverse to us or has a material interest adverse to us in reference to pending litigation.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Prior to the consummation of the Share Exchange Agreement, our Board of Directors consisted of two members, Mr. Jack Stapleton and Mr. Philip Morgan, who were elected to serve until their successors are duly elected and qualified. Messrs. Stapleton and Morgan have submitted letters of resignation and Mr. Gary Reed has been
appointed to our Board of Directors. Mr. Stapleton’s resignation, Mr. Morgan’s resignation and the appointment of Mr. Reed will become effective on the Effective Date. On the Closing Date, our Board of Directors also appointed the new executive officers as listed below.
Directors and Executive Officers
The names of our current officers and directors and the incoming directors, as well as certain information about them, are set forth below:
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NAME |
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AGE |
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POSITION |
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Gary Reed (1) |
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40 |
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Chief Executive Officer and Director |
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Jack Stapleton (2) |
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65 |
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Director |
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Philip Morgan (3) |
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71 |
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Director |
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(1) |
Will become a director on the Effective Date. |
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(2) |
Former Chief Executive Officer prior to May 25, 2010 and current director until the Effective Date. |
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(3) |
Current director until the Effective Date. |
Mr. Gary Reed.
Mr. Reed is currently Director of Construction for the Kern Community College District in Bakersfield, California and has direct management responsibility for all construction and major maintenance at nine college campuses, including all energy management and energy projects. He also serves as a consultant on major construction
projects, primarily in the renewable energy filed. Mr. Reed has extensive experience in corporate management, sales and operations. He hold a Bachelor’s degree in Business administration and Finance for the University of North Texas.
Jack L. Stapleton currently serves as CEO, President, Secretary, Treasurer and Chairman of the Board of Directors. Mr. Stapleton received his BBA degree from Morehead University. From 1967 until 1970, Mr. Stapleton, Certified Public Accountant, worked with Arthur
Anderson and from 1970 to 1971, received his Masters Degree in Accounting and Finance from the University of Kentucky. From 1971 until 1973, Mr. Stapleton worked for Peat Marwick Mitchell where he was an auditing supervisor. From 1974 until 1991, Mr. Stapleton was President and a principal owner of an apparel manufacturing company with offices in Atlanta, Los Angeles and Hong Kong. In 1986, Mr. Stapleton’s company generated gross sales of approximately $78 million. From 1994 to the
present, Mr. Stapleton has been involved as an investment banker where he assisted in the structure, management and funding of emerging companies.
Philip Morgan serves as a Director. From January 2008 to the present, Philip Morgan has been President and Founder of Positive Revolution Inc. in San Marcos, California. Positive Revolution was designed
to create a network of positive individuals and organizations working together for positive social change. From June 2006 until January 2008, Mr. Morgan was the President and CEO of Audio Stocks Inc. a public company in Carlsbad, California where he managed a team of five Business Development managers and 22 independent sales reps. From June 2005 until June 2006, Mr. Morgan bought and sold a chain of struggling Quick Service Restaurant Concepts, Super Cafes' in which he brought back on-line. From
January 2001 until June 2005, Mr. Morgan was Sales Director at Focus Brands and Raving Brands in Atlanta, Georgia. Mr. Morgan was instrumental in the growth of 580 franchise units through generation of new business relationships and strategic distribution sales channels. During his career, Mr. Morgan has been involved in multiple financings, merger and acquisition transactions totaling over $200 million.
Directors are elected until their successors are duly elected and qualified.
Significant Employees
There are no significant employees other than Mr. Reed.
There are no family relationships among our directors or officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from
future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Transactions with Related Persons,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are
required to be disclosed pursuant to the rules and regulations of the SEC.
TRANSACTIONS WITH RELATED PERSONS
Transactions with Related Persons
We do not have any transactions with related persons.
Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons
As we increase the size of our Board of Directors and gain independent directors, we expect to prepare and adopt a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and approval or ratification of “related-persons transactions.” For purposes
of our policy only, a “related-person transaction” will be a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person will not be covered by this policy. A related person will be any executive officer,
director or a holder of more than five percent of our ordinary shares, including any of their immediate family members and any entity owned or controlled by such persons.
We anticipate that, where a transaction has been identified as a related-person transaction, the policy will require management to present information regarding the proposed related-person transaction to our audit committee (or, where approval by our audit committee would be inappropriate, to another independent body of our Board of Directors)
for consideration and approval or ratification. Management’s presentation will be expected to include a description of, among other things, the material facts, the direct and indirect interests of the related persons, the benefits of the transaction to us and whether any alternative transactions are available.
To identify related-person transactions in advance, we are expected to rely on information supplied by our executive officers, directors and certain significant shareholders. In considering related-person transactions, our Board of Directors will take into account the relevant available facts and circumstances including, but not limited
to:
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the effect on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated; |
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the terms of the transaction; |
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the availability of other sources for comparable services or products; and |
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the terms available to or from, as the case may be, unrelated third parties or to or from our employees generally. |
We also expect that the policy will require any interested director to excuse himself or herself from deliberations and approval of the transaction in which the interested director is involved.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities to file with the Commission initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities
of the Company. Officers, directors and greater than ten percent shareholders are required by Commission regulations to furnish the Company with copies of all Section 16(a) forms they file.
To the Company’s knowledge, none of the officers, directors or shareholders of the Company was delinquent in any necessary filings under Section 16(a).
CORPORATE GOVERNANCE
Director Independence
We currently do not have any independent directors, as the term “independent” is defined by the rules of the NASDAQ Stock Market.
Board Meetings and Annual Meeting
During the fiscal year ended July 31, 2009, our Board of Directors did not meet. The Board of Directors acted by unanimous written consent in approving the acquisition of Sunarias Corporation. We did not hold an annual meeting in 2009.
Board Committees
We presently do not have an audit committee, compensation committee or nominating committee, or committees performing similar functions, as our management believes that until this point it has been premature at the early stage of our management and business development to form an audit, compensation or nominating committee. However, our
new management plans to form an audit, compensation and nominating committee in the near future. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditors and evaluating our accounting policies and system of internal controls. We envision that the compensation committee will be primarily responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our executive officers.
The nominating committee would be primarily responsible for nominating directors and setting policies and procedures for the nomination of directors. The nominating committee would also be responsible for overseeing the creation and implementation of our corporate governance policies and procedures. Until these committees are established, these decisions will continue to be made by our Board of Directors. Although our Board of Directors has not established any minimum qualifications for director candidates, when
considering potential director candidates, our Board of Directors considers the candidate’s character, judgment, skills and experience in the context of the needs of our Company and our Board of Directors.
We do not have a charter governing the nominating process. The members of our Board of Directors, who perform the functions of a nominating committee, are not independent because they are also our officers. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors.
Our Board of Directors does not believe that a defined policy with regard to the consideration of candidates recommended by shareholders is necessary at this time because, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level.
Our Board of Directors recognizes that the leadership structure and combination or separation of the Chief Executive Officer and Chairman roles is driven by the needs of the Company at any point in time. As a result, no policy exists requiring combination or separation of leadership roles and our governing documents do not mandate a particular
structure. This has allowed our Board of Directors the flexibility to establish the most appropriate structure for the Company at any given time.
Our Board of Directors is responsible for overseeing the overall risk management process at the Company. Risk management is considered a strategic activity within the Company and responsibility for managing risk rests with executive management while the Board of Directors participates in the oversight of the process. The oversight responsibility
of our Board of Directors is enabled by management reporting processes that are designed to provide visibility to the Board of Directors about the identification, assessment, and management of critical risks. These areas of focus include strategic, operational, financial and reporting, succession and compensation, compliance, and other risks.
Shareholder Communications
Our Board of Directors does not currently provide a process for shareholders to send communications to our Board of Directors because our management believes that until this point it has been premature to develop such processes given the limited liquidity of our Common Stock. However, our new management may establish a process for shareholder
communications in the future.
EXECUTIVE COMPENSATION
Compensation of Executive Officers
The Company’s executive officers did not receive any compensation or other remuneration in their capacity as such during the year ended July 31, 2009.
Employment Agreements
The Company has not entered into any employment agreements with our executive officers or other employees to date.
Grants of Plan-Based Awards
No plan-based awards were granted to any of our named executive officers during the fiscal year ended July 31, 2009.
Outstanding Equity Awards at Fiscal Year End
No unexercised options or warrants were held by any of our named executive officers at July 31, 2009. No equity awards were made during the fiscal year ended July 31, 2009.
Option Exercises and Stock Vested
No options to purchase our capital stock were exercised by any of our named executive officers, nor was any restricted stock held by such executive officers vested during the fiscal year ended July 31, 2009.
Pension Benefits
No named executive officers received or held pension benefits during the fiscal year ended July 31, 2009.
Nonqualified Deferred Compensation
No nonqualified deferred compensation was offered or issued to any named executive officer during the fiscal year ended July 31, 2009.
Potential Payments upon Termination or Change in Control
Our executive officers are not entitled to severance payments upon the termination of their employment agreements or following a change in control.
Compensation of Directors
No member of our Board of Directors received any compensation for his services as a director during the fiscal year ended July 31, 2009.
Compensation Committee Interlocks and Insider Participation
During the fiscal year 2009 we did not have a standing compensation committee. Our Board of Directors was responsible for the functions that would otherwise be handled by the compensation committee. All directors participated in deliberations concerning executive officer compensation, including directors who were also executive officers;
however, none of our executive officers received any compensation during the last fiscal year. None of our executive officers has served on the Board of Directors or compensation committee (or other committee serving an equivalent function) of any other entity, any of whose executive officers served on our Board or Compensation Committee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Alternative Energy Partners, Inc. has duly caused this information statement to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 25, 2010
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ALTERNATIVE ENERGY PARTNERS, INC. |
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By: |
/s/ Jack Stapleton |
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Jack Stapleton |
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Chief Executive Officer |
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