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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


             


Form 8-K




CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 17, 2013

 

ALTERNATIVE ENERGY PARTNERS, INC.

(Exact name of registrant as specified in its charter)

 

Florida

 

333-154894

 

26-2862564

(State or other jurisdiction of incorporation)

 

 (Commission

 File Number)

 

 (IRS Employer

Identification No.)

 

 

 

 

 

1365 N. Courtenay Parkway, Suite A

Merritt Island, FL 32953

321.452.9091

(Address and telephone number of Registrant's principal

executive offices and principal place of business)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


ྎ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

ྎ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

ྎ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

ྎ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





FORWARD-LOOKING STATEMENTS


This Current Report on Form 8-K contains forward looking statements that involve risks and uncertainties, principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation.” All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this Current Report on Form 8-K, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.


We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long term business operations, and financial needs.  These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Current Report on Form 8-K, and in particular, the risks discussed below and under the heading “Risk Factors” and those discussed in other documents we file with the United States Securities and Exchange Commission that are incorporated into this Current Report on Form 8-K by reference.  The following discussion should be read in conjunction with our annual report on Form 10-K and our quarterly reports on Form 10-Q incorporated into this Current Report on Form 8-K by reference, and the consolidated financial statements and notes thereto included in our annual and quarterly reports.  We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.  In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Current Report on Form 8-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement.


You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Current Report on Form 8-K.  Before you invest in our common stock, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this Current Report on Form 8-K could negatively affect our business, operating results, financial condition and stock price.  Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Current Report on Form 8-K to conform our statements to actual results or changed expectations.


In this Current Report on Form 8-K, references to “we,” “our,” “us,” “Alternative Energy Partners, Inc., “AEGY”, “Registrant” or the “Company” refer to Alternative Energy Partners, Inc., a Florida corporation.


Section 5 – Corporate Governance and Management


Item 5.02 Departure of Directors or Certain Officers; Election of Officers; Appointment of Certain Offices; Compensatory Arrangements of Certain Officers.


(b)(1) On May 17, 2013, Michael Gelmon, Chairman, sole director and sole officer of Registrant, resigned as an officer and director of Registrant, after first appointing Mario Barrera as a



director.  Prior to his resignation, Mr. Gelmon did not have and did not express any disagreement with the Registrant regarding any matter relating to Registrant’s operations, policies or practices.


(c)  On May 17, 2013, Mario Barrera was appointed as a director of Registrant and, on the subsequent resignation of Michael Gelmon as an officer, became the sole director of Registrant.  Mr. Barrera was then elected as President and Secretary of Registrant, effective May 17, 2013.  Prior to his appointment, there was no material plan, contract or arrangement to which Mr. Barrera is a party or in which he participates relating to his appointment as a director of Registrant, and there was no arrangement or understanding between Mr. Barrera and any other person pursuant to which he was elected as a director.  There is no compensatory plan, contract or arrangement in which Mr. Barrera participates or is a party.  Registrant currently has no committees of its Board of Directors.


Mr. Barrera is employed by a financial consulting company based in Valencia, California since August 2010, and previously had been employed since 1992 in the film industry in California.  He is a graduate of San Antonio College and has completed post-graduate work at UCLA.


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 hereunto duly authorized.

 

 

ALTERNATIVE  ENERGY PARTNERS, INC.

 

 

 


 

Date: May 21, 2013

By:

/s/  Mario Barrera

 

 

 

Mario Barrera, President