Alternative Energy Partners Inc (AEGY)

[The_Pink_Lawyer]

Here is the definitive explanation of the dumping:

As of the filing of the of the 10Q March 26, 2013, the Company had a total of 209,619,640 common shares issued (See Note 7, below, to 10Q/A).

During the six months ended January 31, 2013, the Company converted $8,200 in notes into 32,867,351 shares of common stock.

However, on the Form SC 13G filed by Asher on April 3, 2013, it lists the common shares issued as 249,249,269 (See Para. 11, below, to SC 13G).

Percent of Class Represented by Amount in Row (9)

9.99% (based on the total of 249,249,269 outstanding shares of Common Stock)

There is no question, at this point on May 17, 2013 that the total authorized shares of AEGY is 250,000,000. There is also no question that the authorized shares will be raised to 2.5 billion, perhaps as early as May 29, 2013 (which is 20 days from filing of the pre 14C, which was filed on May 9, 2013, notifying of the intent to raise the authorized shares), but in any case not any earlier, and perhaps later, than May 29, 2013 - AND PROBABLY LATER AS THE DEFINITIVE 14C MUST BE MAILED TO SHAREHOLDERS BEFORE THE RAISE CAN HAPPEN.

So, we know that Asher cannot hold at any given time more than ~ 24 million shares of AEGY because if he were to do so he would hold more than 10% of the Company's stock and thus be classified as an "affiliate" pursuant to Rule 144 and thus be restricted in the amount and number of shares he is able to sell, which is obviously the reason why he reports pursuant to the SC 13G that he hold "9.99%" of the "total outstanding shares" of the Company.

We further know that Asher is the only toxic financier holding convertible notes as all other notes have not yet reached maturity (See 10Q/A, below).

So, the conclusion is Asher is: (1) only able to hold 24 million shares at any given time to stay under the 10% threshold of becoming an "affiliate" pursuant to Rule 144; (2) thus, Asher is selling 24 million shares of converted stock, and then converting a new tranche of 24 million shares; (3) over the past three trading days, we have seen T-Trades printed for a total of approximately 24 million shares each of the 3 days for a total of approximately 72 million shares dumped, presumably by Asher; (4) but we know that Asher had already converted 32,867,351 shares previously as noted in the 10Q/A Filing (per above) and that only an additional approximately 40 million shares were converted brining the total O/S to approximately 249,000,000, which would equal approximately, drumroll please, approximately 72 million shares - and maxed out to the current 249 million O/S!


Thus, the conclusion is that Asher is out or almost out of shares that he is able to sell, at least until the A/S is increased, which as noted above, won't and can't happen until May 29, 2013, at the earliest. So, Asher must sit on his hands now not being able to lawfully any more shares!

The only other conclusion is that Asher's market makers are illegally naked shorting AEGY stock on the presumption that Asher will be able to deliver the naked shorted shares upon his conversion of the rest of his shares. But I highly doubt any market maker would take on such a supremely high-risk maneuver by shorting a stock with intense public interest to the tune of hundreds of millions of shares, for several weeks, until they can cover. That would be illegal and suicidal. That is not simply performing the function of "making a market", which market makers are supposed to do, but actively naked shorting a stock for profit on behalf of a customer until said customer can deliver the shares and cover the short. Moreover, this would put Asher over the 10% "affiliate" rule which means the market makers would be selling restricted insider shares, which is patently illegal.

Thus, final bottom line conclusion is that: (a) Asher is done dumping stock for the time being until the A/S is officially raised; (b) the market makers could be naked shorting; (c) if they are naked shorting, they are doing so ILLEGALLY and a SHORT SQUEEZE would be in order; (d) we'll find out early next week because the numbers just simply won't add up more massive dumping occurs - THE NUMBERS SIMPLY WON'T ADD UP AS REPORTED IN THE SEC FIINGS, ~249,000,000 O/S, and MASSIVE DUMPING = DOESN'T ADD UP.

Link to AEGY's 10Q/A filed in March 2013: http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9185968

Note 7 Stockholders ’ Equity (Deficit)




During the six months ended January 31, 2013, the Company converted $8,200 in notes into 32,867,351 shares of common stock.




As a result of these transactions, there were 209,619,640 common shares issued and outstanding and 5,000,000 preferred shares issued and outstanding at January 31, 2013.







12














Alternative Energy Partners, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

January 31, 2013

(Unaudited)







Note 8 Notes Payable




The following details the significant terms and balances of convertible notes payable, net of debt discounts:












Short term liabilities:

January 31, 2013




July 31, 2012









Asher Enterprises, Inc.



On February 9, 2012, the Company issued a promissory note in the amount of $32,500 to Asher Enterprises for additional working capital. The note was due November 9, 2012, but has been extended, and carries interest at 8 percent per annum, payable at maturity. The note is convertible into common stock of the Company after six months, at the election of the Holder, at 55 percent of the average of the six lowest closing bid prices of the common stock for the ten trading days prior to the date of the election to convert. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “ Derivatives and Hedging ” and determined that the instrument should be classified as liabilities once the conversion option became effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. There have been 4 conversions on this note, totaling $8,200, through October, 2012, leaving a balance due of $24,300. As of January 31, 2013, a derivative liability associated with the note totaled $42,026. The carrying amount of the debt discount was $2,031 and $0, respectively.











































22,269











































32,500











On March 8, 2012, the Company issued a promissory note in the amount of $32,500 to Asher Enterprises for additional working capital. The note was due December 12, 2012, but has been extended, and carries interest at 8 percent per annum, payable at maturity. The note is convertible into common stock of the Company after six months, at the election of the Holder, at 55 percent of the average of the six lowest closing bid prices of the common stock for the ten trading days prior to the date of the election to convert. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “ Derivatives and Hedging ” and determined that the instrument should be classified as liabilities once the conversion option became effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. As of January 31, 2013, a derivative liability associated with the note totaled $42,026. The carrying amount of the debt discount was $9,010 and $0, respectively.





































23,490





































32,500



13











Alternative Energy Partners, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

January 31, 2013

(Unaudited)




Note 8 Notes Payable (continued)









January 31, 2013




July 31, 2012











On April 26, 2012, the Company issued a promissory note in the amount of $32,500 to Asher Enterprises for additional working capital. The note is due January 30, 2013 and carries interest at 8 percent per annum, payable at maturity, but has been extended. The note is convertible into common stock of the Company after six months, at the election of the Holder, at 55 percent of the average of the six lowest closing bid prices of the common stock for the ten trading days prior to the date of the election to convert. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “ Derivatives and Hedging ” and determined that the instrument should be classified as liabilities once the conversion option became effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. As of January 31, 2013, a derivative liability associated with the note totaled $42,026. The carrying amount of the debt discount was $19,915 and $0, respectively.





































12,585





































32,500





On November 14, 2012, the Company issued a promissory note in the amount of $18,250 to Asher Enterprises for additional working capital. The note is due August 14, 2013 and carries interest at 8 percent per annum, payable at maturity, but has been extended. The note is convertible into common stock of the Company after six months, at the election of the Holder, at 55 percent of the average of the six lowest closing bid prices of the common stock for the ten trading days prior to the date of the election to convert. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “ Derivatives and Hedging ” and determined that the instrument should be classified as liabilities once the conversion option became effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. As of January 31, 2013, no derivative liability associated with the note has been calculated.





































18,250





































--





Indian River Financial Services, LLC:






Prior to December 10, 2012, the Company had issued a total of six convertible promissory notes totaling $206,780 in principal amount, to Crystal Falls Investments, LLC, in return for conversion of accounts payable for services rendered by Crystal Falls under a consulting agreement, and for cash investments in the Company. By an Assignment and Modification Agreement dated December 10, 2012, Crystal Falls assigned all of the notes to CF Consulting, LLC, in the amount of $39,030 in principal, and to Indian River Financial Services, LLC, in the principal amount of $167,750, in payment of unrelated debts owed to them by Crystal Falls. As part of the assignment, the parties agreed to modify the conversion terms to a fixed conversion rate of $0.005 per share, the market price at the time of the re-statement of the notes. Accordingly, no debt discount has been calculated for these notes. In addition, the maturity date was extended to December 31, 2013.































167,750































--






14














Alternative Energy Partners, Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

January 31, 2013

(Unaudited)




Note 8 Notes Payable (continued)









January 31, 2013




July 31, 2012









CF Consulting, LLC



In connection with the Assignment and Modification Agreement dated December 10, 2012, CF Consulting, LLC was issued a modified note in the principal amount of $30,030, in replacement of two of the convertible notes previously issued to Crystal Falls Investments, LLC. No debt discount was recorded on the replacement note.










39,030










--








Total short-term notes payable, net of debt discounts

$ 283,374

$ 206,839






Long-term notes:






By agreement dated December 31, 2012, Novation Holdings, Inc., the controlling parent of the Company, acquired a portion of the administration, financial and legal consulting business formerly operated by CFOs to Go, Inc., so that Novation could thereafter manage and control its own administrative, financial and legal consulting business, and provide similar services to other companies. As part of that agreement, to which the Company was not a party, Novation acquired all of the outstanding receivables of CFOs owed by certain of its clients, including the Company, which owed CFOs to Go a total of $164,546.50. The payable amount was then converted to a promissory note in the same principal amount dated January 15, 2013, payable at 5 percent interest at maturity on December 31, 2104 and convertible at $0.005 per share, the market price at the time. No debt discount was calculated on the issuance of the note. The previous consulting agreement with CFOs to Go, Inc. also was cancelled effective December 31, 2012.



















164,547



















--








On November 1, 2012, the Company consolidated an existing $30,000 promissory note payable to Lin-Han Century Corp. with several other obligations, and reissued a new note for $11,754, including interest accrued on the old note of $1,381, with no beneficial conversion features, The new note is due December 31, 2014.










11,754










30,000








Total long-term notes outstanding

176,301

30,000


Total notes outstanding, net of debt discounts

$ 459,675

$ 236,839