UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington
D.C. 20549










x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.


For
the fiscal year ended:  July 31, 2009





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934.


For the transition period
from             ,
20            ,
to             ,
20            .




Commission
File Number


333-154894




Alternative
Energy Partners, Inc.


(Exact
Name of Registrant as Specified in its Charter)





Florida
            
            26-2862564(State
      or Other Jurisdiction of
              Incorporation
      or Organization)
            
            (I.R.S.
      Employer
              Identification
      Number)




2400
East Commercial Boulevard, Suite 201, Ft. Lauderdale, Florida 33308


(Address
of Principal Executive Offices)




(954)
351-2554


(Registrant’s
Telephone Number, Including Area Code)







Securities
registered pursuant to Section 12(g) of the
Act:   None




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.      ̈YES        xNO




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.     ̈YES      xNO




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 past 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.    xYES        ̈NO




Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K   x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “accelerated filer and large accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer
            
             ̈
            
            Accelerated filer
            
             ̈Non-accelerated
      filer
            
             ̈
            
            Smaller reporting company
            
            x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act)   xYES      ̈NO




The
Aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed fourth fiscal
quarter, July 31, 2009 was $-0-. (The Company’s common stock was not trading as
of July 31, 2009.)




There
were 44,547,000 shares of the Registrant’s $.0001 par value common stock
outstanding as of October 31, 2009


-1-










Table
of Contents




ALTERNATIVE
ENERGY PARTNERS, INC.


FORM
10-K  INDEX





Part
      I
            
            3Item 1.
            
            Description of Business
            
            3Item 1A.
            
            Risk Factors
            
            6Item 1B.
            
            Unresolved Staff Comments
            
            6Item 2.
            
            Description of Property
            
            6Item 3.
            
            Legal Proceedings
            
            7Item 4.
            
            Submission of Matters to a Vote of Security
      Holders
            
            7Part II
            
            8Item 5.
            
            Market for Common Equity and Related Stockholder
      Matters
            
            8Item 6.
            
            Selected Financial Data
            
            9Item 7.
            
            Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
            
            9Item 7A.
            
            Quantitative and Qualitative Disclosures About Market
      Risk
            
            11Item 8.
            
            Financial Statements and Supplementary
    Data
            
            11Item 9.
            
            Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
            
            23Item 9A(T).
            
            Controls and Procedures
            
            23Item  9B.
            
            Other information
            
            23Part III
            
            24Item 10.
            
            Directors, Executive Officers and Corporate
      Governance
            
            24Item 11.
            
            Executive Compensation
            
            25Item 12.
            
            Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
            
            26Item 13.
            
            Certain Relationships and Related Transactions, and
      Director Independence
            
            27Item 14.
            
            Principal Accountant Fees and Services
            
            27Item 15.
            
            Exhibits and Financial Statement Schedules
            
            27Signatures
            
            28Certifications





-2-




ALTERNATIVE
ENERGY PARTNERS, INC.






This
Annual Report on Form 10-K and the documents incorporated herein by reference
contain forward-looking statements that have been made pursuant to the
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on current expectations, estimates and
projections about Alternative Energy Partners Inc.’s industry, management
beliefs, and assumptions made by management. Words such as “anticipates,”
“expects,” “intends,” “plans,” ”believes,” “seeks,” “estimates,” variations of
such words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict; therefore, actual results and outcomes may differ materially from what
is expressed or forecasted in any such forward-looking statements.




PART I





ITEM
      1.
            DESCRIPTION
      OF BUSINESS





Alternative
Energy Partners, Inc. (the “Company” or “AEP”) is a development stage company.
The Company was organized under the laws of the State of Florida on April 28,
2008.  We formed our Company for the purpose of establishing a
renewable fuel sources initially within the State of Florida.  Ethanol
is our initial intended product and we intend to establish other alternative
energy products including, but not limited to, solar and
biodiesel.  Our intended products, while not technically difficult to
produce, must meet all regulatory requirements prior to being marketed.
Moreover, there is a multitude of competitive products already in the market
place.





Current
Business of the Company





We are a
development stage company which plans to enter into the business of sourcing,
marketing and distribution of renewable biofuels.  Initially we intend
to work to source raw materials needed for the domestic manufacture of ethanol
in South Florida.  We have entered into a Letter of Intent with Cane
Fuel, Inc., whereby we intend to enter into agreements to provide sufficient
quantities of ethanol feedstock derived from sources other than corn. Such
agreements are intended to be joint venture agreements whereby we can work to
provide feedstock for ethanol production and participate in the distribution of
the blended product. We intend to work with a strategic partner to develop a
plant having substantial production capability of ethanol.  The
proposed plant should have production capability of 50 million gallons of
ethanol annually.  The ethanol expected to be produced is intended to
be used by refineries or blenders and ultimately blended with gasoline for
internal combustion engines.  We intend to work with sugar cane, sweet
sorghum and other available sources of cellulosic materials to produce ethanol.
Our strategic partner has not commenced land acquisition and plant development
as of the date hereof. The Company is still pursuing opportunities in the
ethanol industry.





Our
business model recognizes that the vast majority of agricultural enterprises use
distillate fuel oil in their respective operations.  We believe our
intended products could represent a real alternative and, because most of the
constituent components will be domestically produced, a more stable and cost
effective source for the U.S. consumer.  Ethanol is a renewable
biofuel for which demand is increasing throughout the U.S.  Ethanol
refineries are expected to increase production capacities in an effort to
decrease dependence on foreign oil.





The vast
majority of all agricultural enterprises use distillate fuel oil in their
operations.  We believe our intended biofuel and alternative energy
products could represent a real alternative and, because most of the constituent
components will be domestically produced, a more stable and cost effective
source for their fuel energy needs.





Initially,
our largest target market will be the consumers able to utilize ethanol as the
primary blend component in E85, an unleaded gasoline alternative. In order to
reach that market, we must begin by establishing and proving that our fuel
reliable and as easily distributed as current competitors.  For any
alternative energy product (i.e. solar, biodiesel), we intend to prove market
viability prior to engaging in distribution.





Plan
of Operation





We are a
development stage company which plans to enter into the business of sourcing,
marketing and distribution of renewable biofuels and alternative energy
products.  Initially we intend to work to source raw materials needed
for the domestic manufacture of ethanol in South Florida. We have entered into a
Letter of Intent with Cane Fuel, Inc., whereby we intend to enter into
agreements to provide sufficient quantities of ethanol feedstock derived from
sources other than corn. Such agreements are intended to be joint venture
agreements whereby we can work to provide feedstock for ethanol production and
participate in the distribution of the blended product. The ethanol expected to
be produced is intended to be used by refineries or blenders and ultimately
blended with gasoline for internal combustion engines. We intend to work with
sugar cane, sweet sorghum and other available sources of cellulosic materials to
produce ethanol.





-3-


On
January 1, 2009, we entered into a Distribution Agreement (the “Agreement”) with
CutVersion Technologies Corp. (“Cutversion”) whereby the Company, upon EPA
approval, has the right to market and sell an E-85 ethanol conversion kit in the
Southeastern U.S. The conversion kit, when completed and approved, will allow
all fuel injected vehicles to run on virtually any form of E-85 ethanol
regardless of feedstock source. The Company can maintain its exclusive
arrangement with Cutversion through the sale of a minimum of 1000 kits within
the 12 month period from the time final product becomes available for sale under
EPA requirements. The Agreement is effective for a term of three (3) years and
continued thereafter for successive one year terms.





Our
business model recognizes that the vast majority of agricultural enterprises use
distillate fuel oil in their respective operations. We believe our intended
product(s) could represent a real alternative and, because most of the
constituent components will be domestically produced, a more stable and cost
effective source for the U.S. consumer.  Ethanol is a renewable
biofuel for which demand is increasing throughout the U.S.  Ethanol
refineries are expected to increase production capacities in an effort to
decrease dependence on foreign oil.





The vast
majority of all agricultural enterprises use distillate fuel oil in their
operations.  We believe our intended biofuel product(s) could
represent a real alternative and, because most of the constituent components
will be domestically produced, a more stable and cost effective source for their
fuel energy needs.





Initially,
our largest target market will be the consumers able to utilize ethanol as the
primary blend component in E85, an unleaded gasoline alternative.  In
order to reach that market, we must begin by establishing and proving our fuel
reliable and as easily distributed as current competitors. In addition, the E-85
conversion kit will expand our target market to literally millions of non-flex
fuel injected vehicles. In addition, we will continue to pursue other
alternative energy projects which demonstrate viable business
models.





Our
Product





Our
initial product is intended to be E85, a gasoline alternative. Ethanol is the
primary blend component in E85. Since the number of service stations offering
E85 is rapidly expanding in the United States, we believe the demand for E85
will grow in the market as a result of the favorable economics and that E85 will
become increasingly important over time as an alternative to unleaded gasoline.
Although E85 represents a small percentage of the motor vehicle fuel used in the
U.S., the experience in Brazil suggests that E85 could capture a much greater
portion of the U.S. market in the future. U.S. auto makers also receive
incentives under federal fuel economy standards for producing vehicles capable
of running on E85.





The
following sets forth the major benefits of E85 for use in motor
vehicles:





Octane enhancer. On average,
regular unleaded gasoline has an octane rating of 87 and premium unleaded has an
octane rating of 91. In contrast, pure ethanol has an average octane rating of
113. Adding ethanol to gasoline enables refiners to produce greater quantities
of suboctane fuel with an octane rating of less than 87. Ethanol is typically
added to the suboctane fuel at the wholesale terminal as the final step before
the gasoline is delivered to the retail station. By adding ethanol, the refiner
or blender is able to increase the octane rating of the suboctane fuel so that
it conforms to gasoline standards, while also expanding the volume of fuel to be
sold. Therefore, the refiner benefits from the ability to produce more fuel from
a given barrel of oil and expands its ability to meet consumer demand,
especially during times when refinery capacity and octane sources are limited.
In addition, ethanol is commonly added to finished regular grade gasoline at the
wholesale terminal as a means of producing higher octane midgrade and premium
gasoline.





Clean air additive. A clean
air additive is a substance that, when added to gasoline, reduces tailpipe
emissions, resulting in improved air quality characteristics. Ethanol contains
35% oxygen, approximately twice that of MTBE, an alternative oxygenate to
ethanol, the use of which is being phased out because of environmental and
health concerns. The additional oxygen in the ethanol results in more complete
combustion of the fuel in the engine cylinder. This in turn results in reduced
tailpipe emissions by as much as 30%, including a 12% reduction in volatile
organic compound emissions when blended at a 10% level. Ethanol also displaces
the use of some gasoline components like benzene, a known carcinogen. Ethanol is
non-toxic, water soluble and quickly biodegradable.





Valuable blend component. In
addition to its performance and environmental benefits, ethanol is used to
extend fuel supplies. As the U.S. need for automotive fuel increases and the
U.S. dependence on foreign crude oil and refined products grows, the U.S. is
increasingly seeking domestic sources of fuel. Much of the ethanol blending
throughout the U.S. today is done for the purpose of extending the volume of
fuel sold at the gas pump.





Our
pricing will vary with market conditions like any commodity of its
type.  We believe that we will be able to charge competitive market
rates by controlling our costs at the source.  Because we will focus
primarily on delivery to the site, our delivery costs will more than offset the
costs needed to maintain a standard brick and mortar facility where the customer
must bring his own means of transport and storage.  In the current
climate, fuel delivery for transportation and other petroleum distillates occur
for a premium of $.10 to $.30 per gallon above retail price.  We
anticipate leveraging these same margins for our products.





-4-


There can
be no guarantee or assurance we will be able to negotiate and obtain the
required raw material at terms that are favorable to us resulting in us
operating at a loss, which may result in a complete loss of any investment made
into the Company.





Competitive
Advantages





The
Company believes there are several competitive advantages with biofuels over the
established petroleum fuel industry as it relates to sugar cane
crops.  Pure petroleum distillates are some of the most volatile
commodity markets in the world because of the closed nature of the markets on
these products.  Biofuel enjoys the advantage of only needing
approximately 15% pure distillate to make its product.  The rest comes
from renewable feedstock sources like sugar cane and
sorghum.  Presuming that we can obtain our raw production materials by
leveraging contracts with suppliers locking in our prices, we will then be able
to manufacture our product below market cost and profit from the
sale.  Additionally, we anticipate being able to leverage the current
‘green’ initiatives being established to promote our product as more
environmentally friendly than our conventional competition.  We
anticipate that we should be able to reduce manufacturing requirements by
focusing on economies of scale in ethanol production from sugar cane.
Automobiles and aircraft require a much higher octane fuel for hotter, more
explosive combustion – which is what our product is intended to
provide.





At this
point however, we cannot provide any assurance or guarantee that we will be
successful and capitalize upon the believed competitive advantages described
above.




Legislation





Energy Policy Act. The Energy
Policy Act established minimum annual volumes of renewable fuel to be used by
petroleum refiners in the fuel supply. The annual requirement grows to
7.5 BGY by 2012. Also, the Energy Policy Act did not provide liability
protection to refiners who use MTBE as a fuel additive. Given the extent of the
environmental concerns associated with MTBE, we believe that this will serve as
a catalyst to hasten the replacement of a significant portion of the remaining
MTBE volumes with ethanol in the near future. Finally, the Energy Policy Act
removed the oxygenate requirements that were put in place by the Clean Air Act.
The Energy Policy Act also included anti-backsliding provisions, however, that
require refiners to maintain emissions quality standards in the fuels that they
produce, thus providing a source for continued need for ethanol.





There is
the potential that some or all of the RFS may be waived. Under the Energy Policy
Act, the U.S. Department of Energy, in consultation with the Secretary of
Agriculture and the Secretary of Energy, may waive the renewable fuels mandate
with respect to one or more states if the Administrator of the U.S. EPA
determines that implementing the requirements would severely harm the economy or
the environment of a state, a region or the U.S., or that there is inadequate
supply to meet the requirement.





The Federal Blenders’ Credit.
First implemented in 1979, the federal excise tax incentive program allows
gasoline distributors who blend ethanol with gasoline to receive a federal
excise tax rate reduction of $0.51 per gallon of ethanol. The incentive
program is scheduled to expire in 2010 (unless extended).





The Federal Clean Air Act.
The use of ethanol as an oxygenate is driven, in part, by environmental
regulations. The federal Clean Air Act requires the use of oxygenated gasoline
during winter months in areas with unhealthy levels of carbon
monoxide.





State legislation banning or
significantly limiting the use of MTBE. In recent years, due to
environmental concerns, 25 states have banned, or significantly limited,
the use of MTBE, including California, Connecticut and New York. Ethanol has
served as a replacement for much of the discontinued MTBE volumes and is
expected to continue to replace future MTBE volumes that are removed from the
fuel supply.





Federal tariff on imported
ethanol. In 1980, Congress imposed a tariff on foreign produced ethanol,
made from cheaper sugar cane, to encourage the development of a domestic,
corn-derived ethanol supply. This tariff was designed to prevent the federal tax
incentive from benefiting non-U.S. producers of ethanol. The current tariff
is $0.54 per gallon.





Ethanol
imports from 24 countries in Central America and the Caribbean Islands are
exempted from the tariff under the Caribbean Basin Initiative, which provides
that specified nations may export an aggregate of 7.0% of U.S. ethanol
production per year into the U.S., with additional exemptions from ethanol
produced from feedstock in the Caribbean region over the 7.0% limit. As a result
of new plants under development, we believe imports from the Caribbean region
will continue, subject to the limited nature of the exemption.





NAFTA
also allows Canada and Mexico to export ethanol to the United States duty-free
or at a reduced rate. Canada is exempt from duty under the current NAFTA
guidelines, while Mexico’s duty rate is $0.10 per gallon. In addition, there is
a flat 2.5% ad valorem tariff on all imported ethanol.





Federal farm legislation. The
U.S. Department of Agriculture’s, or the USDA’s, Commodity Credit
Corporation Bioenergy Program pays cash to companies that increase their
purchases of specified commodities, including corn, to expand production of
ethanol, biodiesel or other biofuels. Payments are typically $0.20 to
$0.30 per gallon of increased capacity and amounts must be refunded if
decreases in production levels occur.





-5-


State incentives. In addition
to USDA incentive payments, we also receive an incentive payment from the State
of South Dakota to produce ethanol, based on gallons of ethanol
produced.





The
federal blenders’ credits and tariffs, as well as other federal and state
programs benefiting ethanol, generally are subject to U.S. government
obligations under international trade agreements, including those under the
World Trade Organization Agreement on Subsidies and Countervailing Measures.
Consequently, they might be the subject of challenges thereunder, in whole or in
part.





State incentives. In addition
to USDA incentive payments, we also receive an incentive payment from the State
of South Dakota to produce ethanol, based on gallons of ethanol
produced.





The
federal blenders’ credits and tariffs, as well as other federal and state
programs benefiting ethanol, generally are subject to U.S. government
obligations under international trade agreements, including those under the
World Trade Organization Agreement on Subsidies and Countervailing Measures.
Consequently, they might be the subject of challenges thereunder, in whole or in
part.




COMPETITION





While the
biofuels industry is fairly new and undeveloped at this time, it competes
directly with the established infrastructure of the domestic oil and gas
industry and other biofuel providers.  As such, our competition
represents a large, well developed, mature industry with well established
distribution and delivery systems.  Our direct competitors include
companies like Exxon/Mobile, Chevron, British Petroleum and
Texaco.  We will essentially begin be providing a ‘boutique’ type fuel
outlet providing more environmentally friendly fuel at a competitive
cost.





There can
be no assurance that Alternative Energy Partners will ever be able to compete
with any of the competitors described herein.  In addition, there may
be other competitors the company is unaware of at this time that would also
impede or prevent the company’s success.




EMPLOYEES





Other
than Jack Stapleton, our President, who is currently donating his time to the
development of the Company, there are no employees of the Company. AEP may be
required to hire an attorney on a consultant basis to navigate permit and
licensing requirements, but otherwise, AEP’s sole Officer intends to do whatever
work is necessary to bring the Company to the point of earning revenues from the
sale of alternative energy related products or further acquisitions in the
alternative energy industry. Human resource planning will be part of an ongoing
process that will include constant evaluation of operations and revenue
realization.





ITEM1A.
            RISK
      FACTORS




Not
applicable.





ITEM 1B.
            UNRESOLVED
      STAFF COMMENTS




None.





ITEM 2.
            DESCRIPTION
      OF PROPERTY





AEP uses
a corporate office located at 2400 E. Commercial Boulevard, Suite 201, Fort
Lauderdale, FL 33308, and our telephone number is (954)
351-2554.  This office space and telephone services are currently
being provided free of charge.  There are currently no proposed
programs for the renovation, improvement or development of the facilities
currently use.





AEP
management does not currently have policies regarding the acquisition or sale of
real estate assets primarily for possible capital gain or primarily for
income.  AEP does not presently hold any investments or interests in
real estate, investments in real estate mortgages or securities of or interests
in persons primarily engaged in real estate activities.


-6-








ITEM 3.
            LEGAL
      PROCEEDINGS





As of the
date of this Report, neither we nor any of our officers or directors is involved
in any litigation either as plaintiffs or defendants. As of this date, there is
not any threatened or pending litigation against us or any of our officers or
directors.





ITEM 4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS





During
the year ended July 31, 2009, the Company did not submit any matters to a vote
of its security holders.


-7-





PART II





ITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER
  MATTERS





The
Company’s common stock has traded in the over-the-counter market on the OTC
Bulletin Board system (“OTCBB”) under the symbol “AEGY.”  The
following table sets forth the range of high and low closing bid quotations of
the Common Stock as reported by the OTCBB for each fiscal quarter since trading
commenced.  High and low bid quotations reflect inter-dealer prices
without adjustment for retail mark-ups, markdowns or commissions and may not
necessarily represent actual transactions.





Bid
      PricesHigh
            
            LowFISCAL
      2010First
      Quarter (August 1, 2009 through October 31, 2009)
            
            $
            0.59
            
            
            $
            0.20FISCAL
      2009First
      Quarter (August 1, 2008 through October 31, 2008)
            
            $
            0.
            
            
            $
            0.Second
      Quarter (November 1, 2008 through January 31, 2009)
            
            $
            0.
            
            
            $
            0.Third
      Quarter (February 1, 2009 through April 30, 2009)
            
            $
            0.
            
            
            $
            0.Fourth
      Quarter (May 1, 2009 through July 31, 2009)
            
            $
            0.
            
            
            $
            0.




On
October 31, 2009 the closing bid price of the Company’s Common Stock as reported
by the OTCBB was $0.65 and there were approximately 33 shareholders of
record.





DIVIDENDS




We have
not paid any cash dividends on our common stock and do not anticipate paying any
such cash dividend in the foreseeable future. Earnings, if any, will be retained
to finance future growth. We may issue shares of our common stock in private or
public offerings to obtain financing, capital or to acquire other businesses
that can improve our performance and growth. Issuance and/or sales of
substantial amounts of common stock could adversely affect prevailing market
prices in our common stock.




Common
Stock




As of
October 31, 2009 there were approximately 33 beneficial owners of our common
stock with 44,547,000 shares issued and outstanding.




During
the year ended July 31, 2009, there was no modification of any instruments
defining the rights of holders of the Company’s common stock and no limitation
or qualification of the rights evidenced by the Company’s common stock as a
result of the issuance of any other class of securities or the modification
thereof.





-8-


ITEM
      6.
            SELECTED FINANCIAL DATA




Not
required.




ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




THIS
FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS “ANTICIPATED,” “BELIEVE,”
“EXPECT,” “PLAN,” “INTEND,” “SEEK,” “ESTIMATE,” “PROJECT,” “WILL,” “COULD,”
“MAY,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE
OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH
STATEMENTS REFLECT THE COMPANY’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND
FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT
LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN,
POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND
COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET
PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH
ARE BEYOND THE COMPANY’S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR
UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT,
ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED,
BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE
FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY
STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR
DEVELOPMENTS.





The
following discussion and analysis of our financial condition and plan of
operations should be read in conjunction with our financial statements and
related notes appearing elsewhere herein. This discussion and analysis contains
forward-looking statements including information about possible or assumed
results of our financial conditions, operations, plans, objectives and
performance that involve risk, uncertainties and assumptions. The actual results
may differ materially from those anticipated in such forward-looking statements.
For example, when we indicate that we expect to increase our product sales and
potentially establish additional license relationships, these are
forward-looking statements. The words expect, anticipate, estimate or similar
expressions are also used to indicate forward-looking statements.





Background
of our company





We are a
development stage company which plans to enter into the business of sourcing,
marketing and distribution of renewable biofuels.  Initially we intend
to work to source raw materials needed for the domestic manufacture of ethanol
in South Florida. We have entered into a Letter of Intent with Cane Fuel, Inc.,
whereby we intend to enter into agreements to provide sufficient quantities of
ethanol feedstock derived from sources other than corn. Such agreements are
intended to be joint venture agreements whereby we can work to provide feedstock
for ethanol production and participate in the distribution of the blended
product. The ethanol expected to be produced is intended to be used by
refineries or blenders and ultimately blended with gasoline for internal
combustion engines. We intend to work with sugar cane, sweet sorghum and other
available sources of cellulosic materials to produce ethanol. Cane Fuel has not
commenced to obtain the land and construct the plant as of the date
hereof.





Our
business model recognizes that the vast majority of agricultural enterprises use
distillate fuel oil in their respective operations. We believe our intended
product(s) could represent a real alternative and, because most of the
constituent components will be domestically produced, a more stable and cost
effective source for the U.S. consumer.  Ethanol is a renewable
biofuel for which demand is increasing throughout the U.S.  Ethanol
refineries are expected to increase production capacities in an effort to
decrease dependence on foreign oil.





The vast
majority of all agricultural enterprises use distillate fuel oil in their
operations.  We believe our intended biofuel product(s) could
represent a real alternative and, because most of the constituent components
will be domestically produced, a more stable and cost effective source for their
fuel energy needs.





Initially,
our largest target market will be the consumers able to utilize ethanol as the
primary blend component in E85, an unleaded gasoline alternative. In order to
reach that market, we must begin by establishing and proving our fuel reliable
and as easily distributed as current competitors.




For
the year ended July 31, 2009 compared to the year ended July 31,
2008




Operating
Costs – During the year ended July 31, 2009, operating costs totaled $53,814 as
compared to $3,000 for the period ended July 31, 2008.




-9-




Liquidity
and capital resources




As shown
in the accompanying financial statements, for the year ended July 31, 2009 and
2008 and since April 28, 2008 (date of inception) through July 31, 2009, the
Company has had net losses of $52,814, $3,000 and $55,814, respectively. As of
July 31, 2009, the Company has not emerged from the development stage. In view
of these matters, the Company’s ability to continue as a going concern is
dependent upon the Company’s ability to begin operations and to achieve a level
of profitability. Since inception, the Company has financed its activities
principally from the sale of public equity securities. The Company intends on
financing its future development activities and its working capital needs
largely from the sale of public equity securities with some additional funding
from other traditional financing sources.




As
previously mentioned, since inception, we have financed our operations largely
from the sale of common stock. From inception through July 31, 2009 we raised
cash of $114,450 through private placements of common stock financings.
During November 2008, our Form S-1 Registration Statement became effective and
we raised $100,000 through common stock sales. The proceeds from the sale of
this common stock have been used for general and administrative
expenses.




We have
incurred significant net losses and negative cash flows from operations since
our inception.  As of July 31, 2009, we had an accumulated deficit of
$55,814 and a working capital deficit of $60,136.




We
anticipate that cash used in product development and operations, especially in
the marketing, production and sale of our products, will increase significantly
in the future.





Off-Balance
Sheet Arrangements




We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.




Critical
Accounting Policies and 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 the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.




New
Accounting Pronouncements




Effective
July 1, 2009, the Company adopted The “FASB Accounting Standards
Codification” and the Hierarchy of Generally Accepted Accounting Principles (ASC
105). This standard establishes only two levels of U.S. generally accepted
accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB
Accounting Standards Codification (the “Codification”) became the source of
authoritative, nongovernmental GAAP, except for rules and interpretive releases
of the SEC, which are sources of authoritative GAAP for SEC registrants. All
other non-grandfathered, non-SEC accounting literature not included in the
Codification became nonauthoritative. The Company began using the new guidelines
and numbering system prescribed by the Codification when referring to GAAP in
the third quarter of fiscal 2009. As the Codification was not intended to change
or alter existing GAAP, it did not have a material impact on the Company’s
financial statements.
 
 Effective
June 30, 2009, the Company adopted three accounting standard updates which
were intended to provide additional application guidance and enhanced
disclosures regarding fair value measurements and impairments of securities.
They also provide additional guidelines for estimating fair value in accordance
with fair value accounting. The first update, as codified in ASC 820-10-65,
provides additional guidelines for estimating fair value in accordance with fair
value accounting. The second accounting update, as codified in ASC 320-10-65,
changes accounting requirements for other-than-temporary-impairment
(OTTI) for debt securities by replacing the current requirement that a
holder have the positive intent and ability to hold an impaired security to
recovery in order to conclude an impairment was temporary with a requirement
that an entity conclude it does not intend to sell an impaired security and it
will not be required to sell the security before the recovery of its amortized
cost basis. The third accounting update, as codified in ASC 825-10-65, increases
the frequency of fair value disclosures. These updates were effective for fiscal
years and interim periods ended after June 15, 2009. The adoption of these
accounting updates did not have a material impact on the Company’s financial
statements.
  Effective
June 30, 2009, the Company adopted a new accounting standard for subsequent
events, as codified in ASC 855-10. The update modifies the names of the two
types of subsequent events either as recognized subsequent events (previously
referred to in practice as Type I subsequent events) or non-recognized
subsequent events (previously referred to in practice as Type II subsequent
events). In addition, the standard modifies the definition of subsequent events
to refer to events or transactions that occur after the balance sheet date, but
before the financial statements are issued (for public entities) or available to
be issued (for nonpublic entities). It also requires the disclosure of the date
through which subsequent events have been evaluated. The update did not result
in significant changes in the practice of subsequent event disclosures, and
therefore the adoption did not have a material impact on the Company’s financial
statements.
  -10-
 Effective
January 1, 2009, the Company adopted an accounting standard update
regarding the determination of the useful life of intangible assets. As codified
in ASC 350-30-35, this update amends the factors considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under intangibles accounting. It also requires a
consistent approach between the useful life of a recognized intangible asset
under prior business combination accounting and the period of expected cash
flows used to measure the fair value of an asset under the new business
combinations accounting (as currently codified under ASC 850). The update also
requires enhanced disclosures when an intangible asset’s expected future cash
flows are affected by an entity’s intent and/or ability to renew or extend the
arrangement. The adoption did not have a material impact on the Company’s
financial statements.
 
 In
February 2008, the FASB issued an accounting standard update that delayed
the effective date of fair value measurements accounting for all non-financial
assets and non-financial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually), until the beginning of the first quarter of fiscal 2009. These
include goodwill and other non-amortizable intangible assets. The Company
adopted this accounting standard update effective January 1, 2009. The
adoption of this update to non-financial assets and liabilities, as codified in
ASC 820-10, did not have a material impact on the Company’s financial
statements.
 
 Effective
January 1, 2009, the Company adopted a new accounting standard update
regarding business combinations. As codified under ASC 805, this update requires
an entity to recognize the assets acquired, liabilities assumed, contractual
contingencies, and contingent consideration at their fair value on the
acquisition date. It further requires that acquisition-related costs be
recognized separately from the acquisition and expensed as incurred; that
restructuring costs generally be expensed in periods subsequent to the
acquisition date; and that changes in accounting for deferred tax asset
valuation allowances and acquired income tax uncertainties after the measurement
period be recognized as a component of provision for taxes. The adoption did not
have a material impact on the Company’s financial statements.
 
 In
September 2009, the FASB issued Update No. 2009-13,
“Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging
Issues Task Force” (ASU 2009-13). It updates the existing multiple-element
revenue arrangements guidance currently included under ASC 605-25, which
originated primarily from the guidance in EITF Issue No. 00-21, “Revenue
Arrangements with Multiple Deliverables” (EITF 00-21). The revised guidance
primarily provides two significant changes: 1) eliminates the need for objective
and reliable evidence of the fair value for the undelivered element in order for
a delivered item to be treated as a separate unit of accounting, and 2)
eliminates the residual method to allocate the arrangement consideration. In
addition, the guidance also expands the disclosure requirements for revenue
recognition. ASU 2009-13 will be effective for the first annual reporting period
beginning on or after June 15, 2010, with early adoption permitted provided
that the revised guidance is retroactively applied to the beginning of the year
of adoption. The Company is currently assessing the future impact of this new
accounting update to its financial statements.
 
 Effective
July 1, 2009, the Company adopted the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting
Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards
Codification(the “Codification”) as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with U.S.
GAAP. Rules and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative U.S. GAAP for SEC registrants.
All guidance contained in the Codification carries an equal level of authority.
The Codification superseded all existing non-SEC accounting and reporting
standards. All other non-grandfathered, non-SEC accounting literature not
included in the Codification is non-authoritative. The FASB will not issue new
standards in the form of Statements, FASB Staff Positions or Emerging Issues
Task Force Abstracts. Instead, it will issue Accounting Standards Updates
(“ASUs”). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout this document have
been updated for the Codification.
 
 Effective
July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurements and
Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments
to ASC 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. ASU 2009-05 provides clarification that in circumstances in which a
quoted price in an active market for the identical liability is not available, a
reporting entity is required to measure fair value using certain techniques. ASU
2009-05 also clarifies that when estimating the fair value of a liability, a
reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in
an active market for the identical liability at the measurement date and the
quoted price for the identical liability when traded as an asset in an active
market when no adjustments to the quoted price of the asset are required are
Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material
impact on the Company’s results of operations or financial
condition.




Other
recent accounting pronouncements issued by the FASB (including its EITF), the
AICPA, and the SEC did not or are not believed by management to have a material
impact on the Company’s present or future financial statements.





ITEM 7A.
            Quantitative
      and Qualitative Disclosures About Market
Risk




Not
applicable.




-11-


ITEM 8.
            FINANCIAL
      STATEMENTS






Alternative
Energy Partners, Inc.
 (A
Development Stage Company)
 Financial
Statements
 July
31, 2009 and 2008
 CONTENTS
 Page(s)Report
      of Independent Registered Public Accounting Firm
                13Balance
      Sheets - As of July 31, 2009 and 2008
                14Statements
      of Operations -
                15For
      the year ended July 31, 2009, the period fromApril
      28, 2008 (inception) to July 31, 2008 and for the period
    fromApril
      28, 2008 (inception) to July 31, 2009Statement
      of Changes in Stockholders’ Equity
                16For
      the year ended July 31, 2009, the period fromApril
      28, 2008 (inception) to July 31, 2008 and for the period
    fromApril
      28, 2008 (inception) to July 31, 2009Statements
      of Cash Flows -
                17For
      the year ended July 31, 2009, the period fromApril
      28, 2008 (inception) to July 31, 2008 and for the period
    fromApril
      28, 2008 (inception) to July 31, 2009Notes
      to Financial Statements
                28
 -12-





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


To the
Board of Directors and Stockholders of:


Alternative
Energy Partners, Inc.




We have
audited the accompanying balance sheets of Alternative Energy Partners, Inc. (a
development stage company) as of July 31, 2009 and 2008, and the related
statements of operations, changes in stockholders' equity and cash flows for the
year ended July 31, 2009, for the period from April 28, 2008 (inception) to July
31, 2008, and for the period from April 28, 2008 (inception) to July 31, 2009.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Alternative Energy Partners, Inc (a
development stage company) as of July 31, 2009 and 2008, and the results of its
operations and its cash flows for the period from April 28,
2008 (inception) to July 31, 2008 and for the period from April 28, 2008
(inception) to July 31, 2009, in conformity with accounting principles generally
accepted in the United States of America.












Boca
Raton, Florida


November
10, 2009


551 NW
77th Street. Suite 107 •  Boca Raton, FL 33487


Phone:
(561) 864-4444 • Fax: (561) 892-3715


www.bermancpas.com•  info@bermancpa.com


Registered
with the PCAOB • Member AICPA Center for Audit Quality


Member
American Institute of Certified Public Accountants


Member
Florida Institute of Certified Public Accountants


-13-








Alternative
      Energy Partners, Inc.(A
      Development Stage Company)Balance SheetsJuly
      31,2009
            
            
            2008AssetsCurrent
      AssetsCash
            
            $
            66,919
            
            
            $
            5,700Total
      Current Assets
            
            
            66,919
            
            
            
            5,700Total
      Assets
            
            $
            66,919
            
            
            $
            5,700Liabilities and Stockholders'
      EquityCurrent
      LiabilitiesAccounts
      payable
            
            $
            4,067
            
            
            $
            -Accrued
      liabilities
            
            
            2,716Total
      Current Liabilities
            
            
            6,783
            
            
            
            -Stockholders'
      EquityCommon
      stock, $0.0001 par value, 75,000,000 shares authorized;67,047,000
      and 66,078,000 shares issued and outstanding
            
            
            6,705
            
            
            
            6,608Additional
      paid-in capital
            
            
            109,245
            
            
            
            2,092Deficit
      accumulated during the development stage
            
            
            (55,814
            )
            
            
            (3,000
            )Total
      Stockholders' Equity
            
            
            60,136
            
            
            
            5,700Total
      Liabilities and Stockholders' Equity
            
            $
            66,919
            
            
            $
            5,700







-14-




Alternative
      Energy Partners, Inc.(A
      Development Stage Company)Statements of OperationsFor
      the Periodfrom
      April 28, 2008(Inception)
      to July
      31, 2008
            
            
            For
      the Periodfrom
      April 28, 2008 (Inception)
      to July
      31, 2009For
      the Year Ended
      July 31, 2009Revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            -General
      and administrative
            
            
            52,814
            
            
            
            3,000
            
            
            
            55,814Net
      loss
            
            $
            (52,814
            )
            
            $
            (3,000
            )
            
            $
            (55,814
            )Net
      loss per share - basic and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      average number of shares outstandingduring
      the year/period - basic and diluted
            
            
            66,352,681
            
            
            
            66,039,099
            
            
            
            66,430,289







-15-











Alternative
      Energy Partners, Inc.(A
      Development Stage Company)Statement
      of Changes in Stockholders' EquityFor the Year Ended July 31, 2009. for the Period
      from April 28, 2008 (Inception) to July 31, 2008and for the Period from April 28, 2008 (Inception)
      to July 31, 2009Deficit
      Accumulated
      During
      the Development
      StageAdditional
      Paid
      In Capital
              
              
              
              
              Total
      Stockholders'
      EquityCommon
      Stock, $0.0001 Par ValueShares
              
              
              AmountProceeds
      from the issuance of common stock - founders -
      ($0.00003/share)
              
              
              66,000,000
              
              
              $
              6,600
              
              
              $
              (4,400
              )
              
              $
              -
              
              
              $
              2,200Proceeds
      from the issuance of common stock ($0.08/share)
              
              
              78,000
              
              
              
              8
              
              
              
              6,492
              
              
              
              -
              
              
              
              6,500Net
      loss for the period from April 28, 2008 (inception) to July 31,
      2008
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (3,000
              )
              
              
              (3,000
              )Balance
      - July 31, 2008
              
              
              66,078,000
              
              
              
              6,608
              
              
              
              2,092
              
              
              
              (3,000
              )
              
              
              5,700Stock
      issued for services ($0.005/share)
              
              
              300,000
              
              
              
              30
              
              
              
              1,470
              
              
              
              -
              
              
              
              1,500Proceeds
      from the issuance of common stock ($0.08/share)
              
              
              69,000
              
              
              
              7
              
              
              
              5,743
              
              
              
              -
              
              
              
              5,750Proceeds
      from the issuance of common stock ($0.17/share)
              
              
              600,000
              
              
              
              60
              
              
              
              99,940
              
              
              
              -
              
              
              
              100,000Net
      loss for the year ended July 31, 2009
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (52,814
              )
              
              
              (52,814
              )Balance
      - July 31, 2009
              
              
              67,047,000
              
              
              $
              6,705
              
              
              $
              109,245
              
              
              $
              (55,814
              )
              
              $
              60,136
  
 -16-
 Alternative
      Energy Partners, Inc.(A
      Development Stage Company)Statements of Cash FlowsFor
      the Period from
              
              
              For
      the Period fromFor
      the Year Ended July
      31, 2009
              
              
              April
      28, 2008 (Inception)
              
              
              April
      28, 2008 (Inception)to
      July 31, 2008
              
              
              to
      July 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (52,814
              )
              
              $
              (3,000
              )
              
              $
              (55,814
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Stcok
      issued for services
              
              
              1,500
              
              
              
              -
              
              
              
              1,500Changes
      in operating assets and liabilities:Increase
      in accounts payable
              
              
              4,067
              
              
              
              -
              
              
              
              4,067Increase
      in accrued liabilities
              
              
              2,716
              
              
              
              -
              
              
              
              2,716Net
      Cash Used In Operating Activities
              
              
              (44,531
              )
              
              
              (3,000
              )
              
              
              (47,531
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of common stock
              
              
              105,750
              
              
              
              8,700
              
              
              
              114,450Net
      Cash Provided By Financing Activities
              
              
              105,750
              
              
              
              8,700
              
              
              
              114,450Net
      Increase in Cash
              
              
              61,219
              
              
              
              5,700
              
              
              
              66,919Cash
      - Beginning of Year/Period
              
              
              5,700
              
              
              
              -
              
              
              
              -Cash
      - End of Year/Period
              
              $
              66,919
              
              
              $
              5,700
              
              
              $
              66,919SUPPLEMENTARY CASH FLOW
      INFORMATION:Cash
      Paid During the Year/Period for:Income
      taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -








-17-





Alternative
      Energy Partners, Inc.(A
      Development Stage Company)
              Notes to
      Financial StatementsJuly 31,2009 and 2008








Note 1 Nature of Operations
and Summary of Significant Accounting Policies





Nature
of Operations





Alternative
Energy Partners, Inc. (the “Company”) was incorporated in the State of Florida
on April 28, 2008.





The
Company intends to become involved in the alternative energy sector.  The
Company is searching to acquire emerging growth companies to meet growing
demands worldwide in the alternative energy sector.





Development
Stage





The
Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include equity
based financing and further implementation of the business plan. The Company has
not generated any revenues since inception.





Risks
and Uncertainties





The
Company intends to operate in an industry that is subject to rapid technological
change. The Company's operations will be subject to significant risk and
uncertainties including financial, operational, technological, regulatory and
other risks associated with a development stage company, including the potential
risk of business failure.





Use
of Estimates




The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.




A
significant estimate in 2009 and 2008 included a 100% valuation allowance for
deferred taxes due to the Company’s continuing and expected future
losses.





Cash
and Cash Equivalents





The
Company considers all highly liquid instruments purchased with a maturity of
three months or less to be cash equivalents.  At July 31, 2009 and
2008, respectively, the Company had no cash equivalents.




The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits.  At July 31, 2009 and
2008, respectively, there were no balances that exceeded the federally insured
limit.




Earnings
per Share





Basic
earnings (loss) per share is computed by dividing net income (loss) by weighted
average number of shares of common stock outstanding during each
period.  Diluted earnings (loss) per share is computed by dividing net
income (loss) by the weighted average number of shares of common stock, common
stock equivalents and potentially dilutive securities outstanding during the
period. For the period from April 28, 2008 (inception) to July 31, 2009, the
Company had no common stock equivalents that could potentially dilute future
earnings (loss) per share; hence, a separate computation of diluted earnings
(loss) per share is not presented.





-18-


Alternative
      Energy Partners, Inc.(A
      Development Stage Company)
              Notes to
      Financial StatementsJuly 31,2009 and 2008


Stock-Based
Compensation





All
share-based payments to employees will be recorded and expensed in the statement
of operations.





Non-Employee
Stock Based Compensation





Stock-based
compensation awards issued to non-employees for services is recorded at either
the fair value of the services rendered or the instruments issued in exchange
for such services, whichever is more readily determinable.





Income
Taxes





The
Company accounts for income taxes under the liability
method.  Deferred income tax assets and liabilities are determined
based on differences between the financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.





The
Company uses a two-step approach to recognizing and measuring uncertain tax
positions. The first step is to evaluate the tax position for recognition by
determining if the weight of available evidence indicates it is more likely than
not, that the position will be sustained on audit, including resolution of
related appeals or litigation processes, if any. The second step is to measure
the tax benefit as the largest amount, which is more than 50% likely of being
realized upon ultimate settlement. The Company considers many factors when
evaluating and estimating our tax positions and tax benefits, which may require
periodic adjustments.  At July 31, 2009 and 2008, respectively, the
Company did not record any liabilities for uncertain tax positions.





Segment
Information





During
the fiscal years 2009 and 2008, the Company only operated in one segment;
therefore, segment information has not been presented.





Fair
Value of Financial Instruments





The
carrying amounts of the Company’s short-term financial instruments, including
accounts payable and accrued liabilities, approximate fair value due to the
relatively short period to maturity for these instruments.





Recent
Accounting Pronouncements





Effective
July 1, 2009, the Company adopted The “FASB Accounting Standards
Codification” and the Hierarchy of Generally Accepted Accounting Principles (ASC
105). This standard establishes only two levels of U.S. generally accepted
accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB
Accounting Standards Codification (the “Codification”) became the source of
authoritative, nongovernmental GAAP, except for rules and interpretive releases
of the SEC, which are sources of authoritative GAAP for SEC registrants. All
other non-grandfathered, non-SEC accounting literature not included in the
Codification became nonauthoritative. The Company began using the new guidelines
and numbering system prescribed by the Codification when referring to GAAP in
the third quarter of fiscal 2009. As the Codification was not intended to change
or alter existing GAAP, it did not have a material impact on the Company’s
financial statements.





Effective
June 30, 2009, the Company adopted three accounting standard updates which
were intended to provide additional application guidance and enhanced
disclosures regarding fair value measurements and impairments of securities.
They also provide additional guidelines for estimating fair value in accordance
with fair value accounting. The first update, as codified in ASC 820-10-65,
provides additional guidelines for estimating fair value in accordance with fair
value accounting. The second accounting update, as codified in ASC 320-10-65,
changes accounting requirements for other-than-temporary-impairment
(OTTI) for debt securities by replacing the current requirement that a
holder have the positive intent and ability to hold an impaired security to
recovery in order to conclude an impairment was temporary with a requirement
that an entity conclude it does not intend to sell an impaired security and it
will not be required to sell the security before the recovery of its amortized
cost basis. The third accounting update, as codified in ASC 825-10-65, increases
the frequency of fair value disclosures. These updates were effective for fiscal
years and interim periods ended after June 15, 2009. The adoption of these
accounting updates did not have a material impact on the Company’s financial
statements.




Effective
June 30, 2009, the Company adopted a new accounting standard for subsequent
events, as codified in ASC 855-10. The update modifies the names of the two
types of subsequent events either as recognized subsequent events (previously
referred to in practice as Type I subsequent events) or non-recognized
subsequent events (previously referred to in practice as Type II subsequent
events). In addition, the standard modifies the definition of subsequent events
to refer to events or transactions that occur after the balance sheet date, but
before the financial statements are issued (for public entities) or available to
be issued (for nonpublic entities). It also requires the disclosure of the date
through which subsequent events have been evaluated. The update did not result
in significant changes in the practice of subsequent event disclosures, and
therefore the adoption did not have a material impact on the Company’s financial
statements.


-19-


Alternative
      Energy Partners, Inc.(A
      Development Stage Company)
              Notes to
      Financial StatementsJuly 31,2009 and
  2008


Effective
January 1, 2009, the Company adopted an accounting standard update
regarding the determination of the useful life of intangible assets. As codified
in ASC 350-30-35, this update amends the factors considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under intangibles accounting. It also requires a
consistent approach between the useful life of a recognized intangible asset
under prior business combination accounting and the period of expected cash
flows used to measure the fair value of an asset under the new business
combinations accounting (as currently codified under ASC 850). The update also
requires enhanced disclosures when an intangible asset’s expected future cash
flows are affected by an entity’s intent and/or ability to renew or extend the
arrangement. The adoption did not have a material impact on the Company’s
financial statements.





In
February 2008, the FASB issued an accounting standard update that delayed
the effective date of fair value measurements accounting for all non-financial
assets and non-financial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually), until the beginning of the first quarter of fiscal 2009. These
include goodwill and other non-amortizable intangible assets. The Company
adopted this accounting standard update effective January 1, 2009. The
adoption of this update to non-financial assets and liabilities, as codified in
ASC 820-10, did not have a material impact on the Company’s financial
statements.





Effective
January 1, 2009, the Company adopted a new accounting standard update
regarding business combinations. As codified under ASC 805, this update requires
an entity to recognize the assets acquired, liabilities assumed, contractual
contingencies, and contingent consideration at their fair value on the
acquisition date. It further requires that acquisition-related costs be
recognized separately from the acquisition and expensed as incurred; that
restructuring costs generally be expensed in periods subsequent to the
acquisition date; and that changes in accounting for deferred tax asset
valuation allowances and acquired income tax uncertainties after the measurement
period be recognized as a component of provision for taxes. The adoption did not
have a material impact on the Company’s financial statements.





In
September 2009, the FASB issued Update No. 2009-13,
“Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging
Issues Task Force” (ASU 2009-13). It updates the existing multiple-element
revenue arrangements guidance currently included under ASC 605-25, which
originated primarily from the guidance in EITF Issue No. 00-21, “Revenue
Arrangements with Multiple Deliverables” (EITF 00-21). The revised guidance
primarily provides two significant changes: 1) eliminates the need for objective
and reliable evidence of the fair value for the undelivered element in order for
a delivered item to be treated as a separate unit of accounting, and 2)
eliminates the residual method to allocate the arrangement consideration. In
addition, the guidance also expands the disclosure requirements for revenue
recognition. ASU 2009-13 will be effective for the first annual reporting period
beginning on or after June 15, 2010, with early adoption permitted provided
that the revised guidance is retroactively applied to the beginning of the year
of adoption. The Company is currently assessing the future impact of this new
accounting update to its financial statements.





Effective
July 1, 2009, the Company adopted the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting
Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards
Codification(the “Codification”) as the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental
entities in the preparation of financial statements in conformity with U.S.
GAAP. Rules and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative U.S. GAAP for SEC registrants.
All guidance contained in the Codification carries an equal level of authority.
The Codification superseded all existing non-SEC accounting and reporting
standards. All other non-grandfathered, non-SEC accounting literature not
included in the Codification is non-authoritative. The FASB will not issue new
standards in the form of Statements, FASB Staff Positions or Emerging Issues
Task Force Abstracts. Instead, it will issue Accounting Standards Updates
(“ASUs”). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the bases for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout this document have
been updated for the Codification.





Effective
July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurements and
Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments
to ASC 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. ASU 2009-05 provides clarification that in circumstances in which a
quoted price in an active market for the identical liability is not available, a
reporting entity is required to measure fair value using certain techniques. ASU
2009-05 also clarifies that when estimating the fair value of a liability, a
reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in
an active market for the identical liability at the measurement date and the
quoted price for the identical liability when traded as an asset in an active
market when no adjustments to the quoted price of the asset are required are
Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material
impact on the Company’s results of operations or financial
condition.





Note 3 Income
Taxes





The
Company recognized deferred tax assets and liabilities for both the expected
impact of differences between the financial statements and the tax basis of
assets and liabilities, and for the expected future tax benefit to be derived
from tax losses and tax credit carryforwards.  The Company will
establish a valuation allowance to reflect the likelihood of realization of
deferred tax assets.


-20-


Alternative
      Energy Partners, Inc.(A
      Development Stage Company)
              Notes to
      Financial StatementsJuly 31,2009 and
  2008


The
Company has a net operating loss carryforward for tax purposes totaling
approximately $54,000 at July 31, 2009, expiring through 2029. There is a
limitation on the amount of taxable income that can be offset by carryforwards
after a change in control (generally greater than a 50% change in
ownership).  Temporary differences, which give rise to a net deferred
tax asset, are as follows:




Significant
deferred tax assets at July 31, 2009 and 2008 are as follows:


2009
            
            
            2008Gross
      deferred tax assets:Net
      operating loss carryforwards
            
            $
            (20,000
            )
            
            $
            (1,000
            )Total
      deferred tax assets
            
            
            20,000
            
            
            
            1,000Less:
      valuation allowance
            
            
            (20,000
            )
            
            
            (1,000
            )Net
      deferred tax asset recorded
            
            $
            -
            
            
            $
            -





The
valuation allowance at July 31, 2008 was approximately $1,000. The net change in
valuation allowance during the year ended July 31, 2009 was an increase of
approximately $19,000.  In assessing the reliability of deferred tax
assets, management considers whether it is more likely than not that some
portion or all of the deferred income tax assets will not be
realized.  The ultimate realization of deferred income tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible.  Management
considers the scheduled reversal of deferred income tax liabilities, projected
future taxable income, and tax planning strategies in making this
assessment.   Based on consideration of these items, management
has determined that enough uncertainty exists relative to the realization of the
deferred income tax asset balances to warrant the application of a full
valuation allowance as of July 31, 2009.





The
actual tax benefit differs from the expected tax benefit for the periods ended
July 31, 2009 and 2008 (computed by applying the U.S. Federal Corporate tax rate
of 34% to income before taxes and 5.5% for State income taxes, a blended rate of
37.63%) as follows:





2009
            
            
            2008Expected
      tax expense (benefit) – Federal
            
            $
            (17,000
            )
            
            $
            (1,000
            )Expected
      tax expense (benefit) – State
            
            
            (3,000
            )
            
            
            -Non-deductible
      stock compensation
            
            
            1,000
            
            
            
            -Change
      in Valuation Allowance
            
            
            19,000
            
            
            
            1,000Actual
      tax expense (benefit)
            
            $
            -
            
            
            $
            -





Note 4 Stockholders’
Equity





In May
2008, the Company issued 66,000,000 shares of common stock to founders for
$2,200 ($0.00003/share).  On August 10, 2009, the Company cancelled
22,500,000 shares of common stock, having a fair value of $750 ($0.00003/share),
held by a founder for no additional consideration.





During
the period May – July 2008, the Company issued 78,000 shares of common stock for
$6,500 ($0.08/share), under a private placement.





During
August 2008, the Company issued 3,000 shares of common stock for $250
($0.08/share), under a private placement.





During
October 2008, the Company issued 300,000 shares of common stock for services
rendered for $1,500 ($0.005/share), based upon the fair value of the services
provided, for consulting services.  Thefair value of the
services provided reflect a more readily determinable fair value than the shares
issued in recent cash transactions with third parties.  At July 31,
2009, the Company expensed this stock issuance as a component of general and
administrative expense.


-21-


Alternative
      Energy Partners, Inc.(A
      Development Stage Company)
              Notes to
      Financial StatementsJuly 31,2009 and
  2008


On
January 31, 2009, the Company issued 66,000 shares of common stock for $5,500
($0.08/share), under a private placement.





On April
15, 2009, the Company issued 600,000 shares of common stock for $100,000
($0.17/share), under a private placement.





Note 5 Subsequent
Events





The
Company has evaluated for subsequent events between the balance sheet date of
July 31, 2009 and November 9, 2009, the date the financial statements were
issued.





On August
5, 2009, the Company effected a stock dividend.  Each stockholder of record
as of August 19, 2009 received 2 shares of common stock for each share of common
stock they owned.  All share and per share amounts have been
retroactively restated.





On August
15, 2009, the Company entered into an operating lease for office
space.  This lease expires on August 15, 2014 and has an option to
extend the lease for an additional 3 years at the end of the 5th
year.





The
following schedule shows committed amounts due for the lease
agreement:


2010:
            
            $
            36,0002011:
            
            
            37,0802012:
            
            
            38,1962013:
            
            
            39,3362014:
            
            
            40,512Total:
            
            $
            191,124


During
September and October 2009, the Company advanced $5,000 to its Chairman and
CEO.  These loans were non-interest bearing, unsecured and due on
demand.  These loans were repaid in October 2009.





On
November 10, 2009, the Company amended its articles of incorporation to increase
the authorized common stock to 75,000,000 shares.


-22-







ITEM
      9.
            CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE





None.


ITEM
      9A(T),
              CONTROLS
      AND PROCEDURES


The
Company’s Chief Financial Officer and acting Chief Financial Officer has
evaluated the effectiveness of the Company’s disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the
fiscal period ending July 31, 2009 covered by this Annual Report on Form 10-K.
Based upon such evaluation, the Chief Executive Officer and acting Chief
Financial Officer has concluded that, as of the end of such period, the
Company’s disclosure controls and procedures were not effective as required
under Rules 13a-15(e) and 15d-15(e) under the Exchange Act.




Management’s Report on
Internal Control Over Financial Reporting




Management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) of the Company. Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States of
America.




The
Company’s internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with accounting principles generally accepted
in the United States of America, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management and
directors of the Company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the Company’s assets that could have a material effect on the financial
statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate.




Management,
under the supervision of the Company’s Chief Executive Officer and acting Chief
Financial Officer, conducted an evaluation of the effectiveness of internal
control over financial reporting based on the framework in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
Company’s internal control over financial reporting was not effective as of July
31, 2009 under the criteria set forth in the Internal Control—Integrated
Framework.




A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. Management has
determined that material weaknesses exist due to the lack of an independent
Audit Committee Chair, as well as a lack of segregation of duties, resulting
from the Company’s limited resources.




This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management’s report in this Annual Report on Form 10-K.




Changes in Internal Control
Over Financial Reporting




No change
in the Company’s internal control over financial reporting occurred during the
quarter ended December 31, 2008, that materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial
reporting.





ITEM 9B
            OTHER INFORMATION




None


-23-




PART III





ITEM 10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE




Set forth
below is certain information concerning the directors and executive officers of
the Company.


Name
            
            Age
            
            PositionJack
      L. Stapleton
            
            63
            
            President,
      Chief Executive Officer and Chairman of the Board
              (Principal
      Executive Officer and Principal Financial Officer)Philip
      Morgan
            
            33
            
            Director


Biographies




Jack L. Stapletoncurrently
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
Morganserves 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.




AUDIT
COMMITTEE




The
Company has not, as of the date of this Report, assembled an Audit Committee
because of its current status. The Companyat an appropriate time will
institute an Audit Committee.




CODE
OF ETHICS




We have
adopted a code of ethics meeting the requirements of Section 406 of the
Sarbanes-Oxley Act of 2002. We believe our code of ethics is reasonably designed
to deter wrong doing and promote honest and ethical conduct; provide full, fair,
accurate, timely and understandable disclosure in public reports; comply with
applicable laws; ensure prompt internal reporting of violations; and provide
accountability for adherence to the provisions of the code of
ethic.





-24-


ITEM 11.
            EXECUTIVE
      COMPENSATION




The
following table sets forth information concerning the aggregate compensation
paid or to be paid by the Company to its executive officers.




SUMMARY
COMPENSATION TABLE





Name
      and Principal Position
            
            Year
            
            Salary
      ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            
            Nonqualified
              Deferred
              Compensation
              ($)
            
            All
      Other
              Compensation
              ($)
            
            Total
      ($)Jack
      L. Stapleton,
              President,
      CEO, Chairman of the Board
            
            2009
              2008
            
            $
              $
            15,000
              0
            
            0
              0
            
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            $
              $
            0
              0Philip
      Morgan.
              Director
            
            2009
            
            $
            0
            
            0
            
            
            0
            
            0
            
            0
            
            0
            
            0
            
            $
            0




OUTSTANDING
EQUITY AWARDS AT JULY 31, 2009


Option
      Awards
            
            Stock
      AwardsName
            
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
      (#)
              Exercisable
            
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
      (#)
              Unexercisable
            
            Equity
              Incentive
              Plan
              Awards:
              Number
      of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
      (#)
            
            Option
              Exercise
              Price
      ($
            
            Option
              Expiration
              Date
            
            Number
              of
              Shares
              of
      Stock
              That
              Have
              Not
              Vested
              (#)
            
            Market
              Value
              of
              Shares
              of
              Stock
              That
              Have
              Not
              Vested
              ($)
            
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Unearned
              Shares
      or
              Other
              Rights
              That
              Have
      Not
              Vested
              (#)
            
            Equity
              Incentive
              Plan
              Awards:
              Market
              or
      Payout
              Value
      of
              Unearned
              Shares
      or
              Other
              Rights
              That
              Have
              Note
              Vested
              ($)not
      applicable








-25-


DIRECTOR
COMPENSATION




Directors
receive no compensation for serving on the Board.




The
following table summarizes compensation paid to all of our non-employee
directors:





Name
            
            Fees
              Earned
              or
      Paid
              in
              Cash
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            
            Change
      in
              Pension
      Value
              and
              Nonqualified
              Deferred
              Compensation
              Earnings
      ($)
            
            All
      Other
              Compensation
              ($)
            
            Total
              ($)not
      applicable




ITEM 12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER MATTERS









The
following table sets forth certain information as of July 31, 2009, with respect
to the beneficial ownership of our common stock by each beneficial owner of more
than 5% of the outstanding shares of common stock of the Company, each director,
each executive officer named in the “Summary Compensation Table” and all
executive officers and directors of the Company as a group, and sets forth the
number of shares of common stock owned by each such person and group. Unless
otherwise indicated, the owners have sole voting and investment power with
respect to their respective shares.


Name
      of Beneficial Owner
            
            Number
      of
              Shares
              Beneficially
              Owned
            
            Percentage
              of
              Outstanding
              Common
              Stock
              OwnedJack
      L.  Stapleton (1)
            
            8,500,000
            
            38
            %Regina
      L. Greene (1)
            
            8,500,000
            
            38
            %All
      directors and executive officers as a group (1 persons)
            
            8,500,000
            
            38
            %





1.
            Does
      not take into account a 2 for 1 stock dividend which was finalized
      on  September 1, 2009




-26-


ITEM 13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE




None




ITEM 14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES




Audit
Fees




During
2008 and 2009, we were billed by our independent registered public accounting
firm, Berman & Company, P.A. approximately $2,500 and $4,500 for audit and
review fees associated with our 10-K, 10-Q and S-1filings.




Tax Fees




During
2009 and 2008, we were billed by our independent registered public accounting
firm, Berman & Company, P.A., approximately $0 and $0 for tax
work.




All Other
Fees




During
2009 and 2008, we were billed by independent registered public accounting firm,
Berman & Company, P.A.  approximately $0 and $0 for other
work.




Board of Directors
Pre-Approval Process, Policies and Procedures




Our
principal auditors have performed their audit procedures in accordance with
pre-approved policies and procedures established by our Board of Directors. Our
principal auditors have informed our Board of Directors of the scope and nature
of each service provided. With respect to the provisions of services other than
audit, review, or attest services, our principal accountants brought such
services to the attention of our Board of Directors prior to commencing such
services.





ITEM 15.
            EXHIBITS
      AND FINANCIAL STATEMENT
  SCHEDULES


Regulation
              Number
            
            Exhibit3.1
            
            Certificate
      of Incorporation, as amended (1)3.2
            
            Certificate
      of Amendment (1)3.3
            
            Bylaws
      (1)3.1.1
            
            Articles
      of Amendment dated November 10th, 200931.1
            
            Rule
      13a-14(a) Certification of Chief Executive Officer and Chief Financial
      Officer32.1
            
            Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief
      Financial Officer





(1)
            Incorporated
      by reference to the exhibits filed with the registrant’s registration
      statement on Form S-1, file no. 333-154894, filed on October 31,
      2008.










-27-




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) 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.





ALTERNATIVE
      ENERGY PARTNERS, INC.Dated: November
      12, 2009
            
            By:
            
            /s/
      Jack L. StapletonChief
      Executive Officer and Chairman of the Board (Principal Executive Officer
      and Principal Financial Officer)Dated: November
      12, 2009
            
            By:
            
            /s/
      Jack L. StapletonPrincipal
      Accounting Officer





-28-