Alternative Energy Partners Inc (AEGY)

[cuball43]

here is the reason the stock is going down they raised the shares to 2500000000 shares may 9 2013

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For the approval of an amendment to the articles of incorporation of the Company to approve the number of common shares of the Company authorized to be issued to 2,500,000,000 shares of common stock and the number of preferred shares of the Company to be 5 million shares (no change).



What vote is required to approve the Action?




In order to amend the articles of incorporation of the Company, the affirmative vote of a majority of the voting capital stock is required. On May 9, 2013, 1 stockholder of the Company holding in excess of 50 percent of the outstanding vote, voted in favor of the Action. Under the General Corporation Law, as amended, of the State of Florida, and in accordance with the Bylaws of the Company, all activities requiring stockholder approval may be taken by obtaining the written consent and approval of holders of














voting stock of the Company having a majority of the total vote of shares authorized to vote on the matter, in lieu of a meeting of the stockholders. Because one sole shareholder entitled to cast a vote representing 40,000,000 shares of Common Stock (which shares are equal to 13.4% of the total outstanding votes of the Company on the Record Date) and 5,000,000 shares of Series A Preferred Stock(which shares are equal to 51% of the total outstanding votes of the Company on the Record Date), no action by the minority stockholders in connection with the Action is required.




SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




The following table sets forth certain information, as of the Record Date, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five percent, (ii) each of the Company’s executive officers, directors and director designees, and (iii) the Company’s executive officers, directors and director designees as a group.





Name of Beneficial Owner (1)


Number Of Shares


Percent Ownership

Michael Gelmon (2)



0



--%











All Directors, Officers and Principal Stockholders as a Group



--



--%











Novation Holdings, Inc. (3)



40,000,000



13.4%


















(1)
The address of each shareholder is care of Alternative Energy Partners at the address of record unless otherwise stated.




(2)
Michael Gelmon, is the sole Director and officer of Alternative Energy Partners, Inc.





(3) Novation Holdings, Inc. also holds 5,000,000 shares of convertible preferred stock which votes with the common stock, and holds a total of 51% of the total voting of all classes entitled to vote, or a total of 64.4% of the total votes of all outstanding stock.



































ACTION




AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE

THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK




On May 9, 2013, the Company’s sole member of the board of directors adopted a resolution declaring it advisable to amend the Company’s articles of incorporation to increase the number of common shares of the Company authorized to be issued to 2,500,000,000 common shares. On May 9, 2013, the Company received a written consent in lieu of a meeting of stockholders from 1 holder of 40,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, having a combined vote of 64.4% of the total shares entitled to vote, approving the Action. A copy of the Articles of Amendment is attached as Appendix A hereto.




Purpose of the Action




Over the course of the last several months, the Board of Directors has discussed the availability of authorized common shares to be issued by the Company in light of the current market price and trading activity of the common shares of the Company on the OTC Markets QB tier and the rights of certain holders of convertible promissory notes to convert at a price pegged to market price. As such, the Board of Directors has determined that it is in the best interest of the Company to increase the authorized number of common shares in order to meet the obligations of the Company under the terms of those certain convertible promissory notes.




In consideration of the new direction of the Company, the Board of Directors recommended that the Company increase the number of common shares that the Company is authorized to issue to 2,500,000,000.




Effective Date of the Amendment




The Articles of Amendment of the Company will become effective upon the filing of the certificate of amendment to the Company’s articles of incorporation with Secretary of State of the State of Florida. Pursuant to Rule 14c-2 under the Exchange Act, the foregoing Action may not become effective until a date that is at least 20 days after the date on which this Information Statement has been mailed to the stockholders of the Company.



Dissenters’ Right of Appraisal




Under Florida law and the Company’s articles of incorporation and bylaws, no stockholder has any right to dissent to the proposed amendment to increase the number of common shares that the Company is authorized to issue and to change the par value, and no stockholder is entitled to appraisal of or payment for their shares of Common Stock pursuant to the Action.




No Meeting of Stockholders Required




The Company is not soliciting any votes with regard to the Action. The principal stockholders that have consented to the Action hold a majority of the total issued and outstanding shares of voting capital stock and, accordingly, such principal stockholders have sufficient shares to approve the Action.




TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

















For the fiscal year ending on July 31, 2012, there were no transactions with related persons required to be disclosed in this Information Statement other than items already disclosed in our Annual Report on Form 10-K for the year ended July 31, 2012.




PROPOSALS BY SECURITY HOLDERS




No security holder has requested the Company to include any additional proposals in this Information Statement.




INTEREST OF CERTAIN PERSONS IN OR IN OPPOSITION TO MATTERS TO BE ACTED UPON




No officer, director or director nominee of the Company has any substantial interest in the matters to be acted upon, other than his role as an officer, director or director nominee of the Company. No director of the Company has informed the Company that he intends to oppose the proposed actions to be taken by the Company as set forth in this Information Statement.




ADDITIONAL INFORMATION




The Company files reports with the Securities and Exchange Commission (the “SEC”). These reports include annual and quarterly reports, as well as other information the Company is required to file pursuant to securities laws. You may read and copy materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.














DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS




Only one Information Statement is being delivered to multiple security holders sharing an address unless the Company received contrary instructions from one or more of the security holders. The Company shall deliver promptly, upon written or oral request, a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the document was delivered. A security holder can notify the Company that the security holder wishes to receive a separate copy of the Information Statement by sending a written request to the Company at 1365 N. Courtenay Parkway, Suite A, Merritt Island, Florida 32953, 321-452-9091. A security holder may utilize the same address and telephone number to request either separate copies or a single copy for a single address for all future information statements, proxy statements and annual reports.

.







BY ORDER OF THE BOARD OF DIRECTORS




/s/ Michael Gelmon

Michael Gelmon

President and Chief Executive Officer

May 9, 2013














APPENDIX A




STATE OF FLORIDA CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION




The corporation organized and existing under and by virtue of the laws of the State of Florida does hereby certify:




FIRST : That at a meeting of the Board of Directors of Alternative Energy Partners, Inc. held on May 9, 2013, the following Resolution was duly adopted:




RESOLVED , that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "IV" so that, as amended, said Article shall be and read as follows:




The number of shares the corporation is authorized to issue is 2,505,000,000 shares, made up of 2,500,000,000 shares of $0.001 par value common stock and 5,000,000 shares of $0.001 preferred stock, with the series, rights, preferences and benefits of the preferred shares to be set from time to time by the Board of Directors.




IN WITNESS WHEREOF , said corporation has caused this certificate to be signed this 9th day of May, 2013.




By:_______________________________________

Title: Chief Executive Officer/President

Name: Michael Gelmon