-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WT54RpqfhCD9ud5UVRRiNzMTaeRPqCUFwNGushKiwQo00I8MGbFZe37pe6yy9f8Y uEu/VcBMgWz6m6WXnV4UOA== 0001144204-05-024927.txt : 20050812 0001144204-05-024927.hdr.sgml : 20050812 20050812145324 ACCESSION NUMBER: 0001144204-05-024927 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050812 DATE AS OF CHANGE: 20050812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALTERNATE ENERGY CORP CENTRAL INDEX KEY: 0001075773 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 860884116 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-28015 FILM NUMBER: 051020999 BUSINESS ADDRESS: STREET 1: 3325 NORTH SERVICE ROAD STREET 2: UNIT 105 CITY: BURLINGTON STATE: A6 ZIP: L7N 2G2 BUSINESS PHONE: 9053323110 MAIL ADDRESS: STREET 1: 3325 NORTH SERVICE ROAD STREET 2: UNIT 105 CITY: BURLINGTON STATE: A6 ZIP: L7N 3G2 FORMER COMPANY: FORMER CONFORMED NAME: COI SOLUTIONS INC DATE OF NAME CHANGE: 19991109 10QSB 1 v023681.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ending June 30, 2005 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 0-28015 ALTERNATE ENERGY CORP. (Exact name of registrant as specified in its charter) Nevada 86-0884116 ------ ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3325 North Service Rd, Suite 105 Burlington, Ontario Canada L7N 3G2 (Address of principal executive offices) Registrant's telephone number including area code: 905.332.3110 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common shares, $0.001 par value 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 preceding 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. Yes [X] No [ ] The number of common shares without par value outstanding on June 30, 2005 was 106,669,798 shares.
ALTERNATE ENERGY CORP. CONDENSED BALANCE SHEET UNAUDITED June, 30 December, 31 Three Months ending June, 30 2005 2004 ------------ ------------ ASSETS Current Cash 77,528 418,253 Deferred consulting costs 73,646 373,333 Prepaid expense and sundry assets 226,679 232,979 Marketable security 160,000 360,000 Other Property & equipment 331,148 313,317 Technology & patent assets 2,124,373 2,124,373 ------------ ------------ $ 2,993,375 $ 3,822,255 ============ ============ LIABILITIES Current Accounts payable & accrued liabilities 90,942 36,384 Loans payable 500,000 0 Due to director 282,582 350,381 ------------ ------------ $ 873,524 $ 386,765 ============ ============ SHAREHOLDERS' EQUITY Capital stock 107,247 104,815 Additional paid in capital 23,492,915 23,168,880 Accumulated other comprehensive income (208,898) 81,086 Deficit (21,271,413) (19,919,291) ------------ ------------ 2,119,851 3,435,490 ------------ ------------ ------------ ------------ $ 2,993,375 $ 3,822,255 ============ ============
See accompanying notes to the financial statements. 2 ALTERNATE ENERGY CORP. CONDENSED STATEMENT OF OPERATIONS UNAUDITED
Three Months Three Months Six Months Six Months Ending June 30 Ending June 30 Ending June 30 Ending June 30 ------------- ------------- ------------- ------------- 2005 2004 2005 2004 ------------- ------------- ------------- ------------- REVENUE $ -- $ -- $ -- $ -- ------------- ------------- ------------- ------------- EXPENSES Stock option benefit 0 0 0 0 Management fees 0 24,697 0 92,197 Professional fees 122,121 19,475 267,170 349,764 Consulting 416,716 2,914,571 878,304 3,008,668 Administration 121,728 237,586 255,121 437,686 Amortization 20,324 0 38,113 0 ------------- ------------- ------------- ------------- $ 680,889 $ 3,196,329 $ 1,438,708 $ 3,888,315 ------------- ------------- ------------- ------------- NET EARNINGS (loss) ($ 680,889) ($ 3,196,329) ($ 1,438,708) ($ 3,888,315) ------------- ------------- ------------- ------------- WEIGHTED BASIC AVERAGE SHARES 106,803,219 130,847,668 106,388,219 130,847,668 ============= ============= ============= =============
See accompanying notes to the financial statements 3 ALTERNATE ENERGY CORP. CONDENSED STATEMENT OF CASH FLOWS UNAUDITED
Six Months Ending June 30 2005 2004 ----------- ----------- Cash flows from (applied to) OPERATING ACTIVITIES Net earnings (loss) ($1,432,822) ($3,888,315) Services for stock $ 629,469 $ 227,000 Amortization $ 38,113 $ -- ----------- ----------- ($ 765,240) ($3,661,315) =========== =========== CHANGES IN Accounts payable & accrued liabilities $ 54,558 $ 169,465 Prepaid expense ($ 6,300) $ 2,073,744 $ - ----------- ----------- ($ 716,982) ($1,418,106) =========== =========== FINANCING ACTIVITIES Share subscription -- 2,753,200 Advances from director ($ 67,799) ($ 15,780) LOAN PAYABLE $ 500,000 $ -- ----------- ----------- $ 432,201 $ 2,737,420 =========== =========== INVESTING ACTIVITIES Purchase of intangible assets ($ 55,944) ($ 1,012) ----------- ----------- NET INCREASE (decrease) IN CASH DURING YEAR ($ 340,725) $ 1,318,302 ----------- ----------- CASH, BEGINNING OF PERIOD $ 418,253 $ 411,727 ----------- ----------- CASH, END OF PERIOD $ 77,528 $ 1,730,029 ----------- -----------
See accompanying notes to the financial statements 4 ALTERNATE ENERGY CORP. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) June 30, 2005 [GRAPHIC OMITTED] 1. GENERAL The unaudited condensed statements have been prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation for each of the periods presented. The results of operations for interim statements are not necessarily indicative of results to be achieved for full fiscal years. As contemplated by the Securities and Exchange Commission (SEC) under Rule 10-01 of Regulation S-X, the accompanying financial statements and related footnotes have been condensed and do not contain certain information that will be included in THE COMPANY'S annual financial statements and footnotes thereto. For further information, refer to the financial statements and related footnotes for the year ended December 31, 2004 included in THE COMPANY'S Annual Report on Form 10-KSB. INCOME TAXES The Company accounts for its income taxes under the liability method specified by Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. Deferred tax expense is the result of changes in deferred tax assets and liabilities. In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. The ultimate realization of future 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 future tax liabilities, projected future taxable income and tax planning strategies in making this assessment. LOSS PER SHARE THE COMPANY reports earnings per share in accordance with the provisions of SFAS No. 128, EARNING PER SHARE. SFAS No 128 requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common shares by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if the securities or other CONTRACTS to issue stock were exercised and converted to common stock. There were stock options outstanding at June 30, 2005 to purchase 8,480,000 of common stock, December 31, 2004 - 8,580,000. Basic weighted average shares outstanding March 31, 2005 were 106,803,219, December 31, 2004 - 128,185,299. 2. CAPITAL STOCK There were 1,024,857 common stock issued during this period. 5 ITEM. 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The following discussion and analysis should be read in conjunction with the financial statements, and the notes thereto included herein. The information contained below includes statements of AEC's or management's beliefs, expectations, hopes, goals and plans that, if not historical, are forward-looking statements subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Information included or incorporated by reference in this Quarterly Report may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative of these words or other variations on these words or comparable terminology. CRITICAL ACCOUNTING POLICIES, ESTIMATES AND NEW ACCOUNTING PRONOUNCEMENTS Management's discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. At each balance sheet date, management evaluates its estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The estimates and critical accounting policies that are most important in fully understanding and evaluating our financial condition and results of operations include those listed below: DEFERRED CONSULTING COSTS Shares have been issued to service providers and consultants over the term of contracts ranging from 1 to 2 years. Shares have been issued at the fair market value price at date of contract signing and the expense will be amortized over the term of the contract. IMPAIRMENT OF INTANGIBLE ASSETS WITH INDEFINITE LIVES On May 22, 2003, the Company adopted SFAS No 142, "Goodwill and Other Intangible Assets." Under the new statement, the Company no longer amortizes intangible assets with indefinite lives, but instead tests for impairment on at least an annual basis. In accordance with SFAS No. 142, the Company evaluates the carrying value of other intangible assets annually as of December 31 and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to, (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether the other intangible asset is impaired, the Company compares the fair value of the reporting unit to which the other intangible asset is assigned to its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of reporting unit to its carrying amount. In calculating the implied fair value of the other intangible assets, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a 6 reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of its intangibles. The initial evaluation of the intangible assets completed as of October 1, 2003 in accordance with SFAS No. 142 resulted in no impairment losses. Additionally, the Company performed its periodic review of its intangible assets for impairment as of December 31, 2004, and did not identify any asset impairment as a result of the review. STOCK OPTION PLANS The Company applies the fair value based method of accounting prescribed by SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION in accounting for its stock options granted to both employees and non-employees. As such, compensation expense is recorded on the date of grant based on the fair market value of the stock and expensed in the period which the option was granted. RESULTS OF OPERATIONS FOR FISCAL QUARTER ENDED JUNE 30, 2005, COMPARED TO THE FISCAL QUARTER ENDED JUNE 30, 2004 REVENUES For the fiscal quarter ended June 30, 2005 and June 30, 2004, AEC had no revenues. AEC continues its efforts to develop its hydrogen production systems as well as its sales and marketing strategies. EXPENSES AEC had total expenses of $680,889 and $3,196,329 in the fiscal quarter ended June 30, 2005 and June 30, 2004, respectively. AEC's expenses for the fiscal quarter ended June 30, 2005 consisted of $121,728 in administrative expenses, $416,716 in consulting fees, $122,121 in professional fees and $20,324 in amortization. During the fiscal quarter ended June 30, 2005, AEC's expenses decreased significantly comparative to the fiscal quarter ended June 30, 2004, mostly due to consulting fees, which were $2,914,571 in the 2004 period. The decrease is attributed to the utilization of core consultants relative to the focus on research and development pertaining to its hydrogen production system, its demonstration units and its marketing and operation strategy. Over the next 12 months, AEC anticipates that its expenses will not increase substantially over its expenses in fiscal year 2004. AEC will continue as planned in the goals set for the continued development, sales and marketing of its hydrogen production system. NET LOSS AEC had a net loss of $680,889 for the fiscal quarter ended June 30, 2005, compared with a net loss of $3,196,329 for the fiscal quarter ended June 30, 2004. The decrease of $2,515,440 in the net loss for the 2005 fiscal quarter compared to the 2004 fiscal quarter relates mainly to consulting fees in the 2005 period. Management believes that, for the fiscal year ending December 31, 2005, AEC will only be able to reduce its net loss if AEC can create and sustain significant revenues from its hydrogen production system. 7 LIQUIDITY AND CAPITAL RESOURCES AEC's financial statements have been prepared on a going concern basis that contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. AEC incurred a net loss of $680,889 and $3,196,329 for the quarters ended June 30, 2005 and June 30, 2004, respectively, and has an accumulated deficit of $21,271,413 at June 30, 2005. AEC had $77,528 in cash on hand as of June 30, 2005. Management may obtain additional capital principally through the sale of equity securities. The realization of assets and satisfaction of liabilities in the normal course of business is dependent upon AEC ultimately obtaining profitable operations. However, no assurances can be given that AEC will be successful in these activities. Should any of these events not occur, the accompanying financial statements will be materially affected. AEC is at present meeting its current obligations from financing activities. However, due to no cash generated from operations, AEC currently does not internally generated cash sufficient to pay all of its incurred expenses and other liabilities. As a result, AEC is dependent on investor capital and loans to meet its expenses and obligations. Although investor funds have allowed AEC to meet its obligations in the recent past, there can be no assurances that AEC's present methods of generating cash flow will be sufficient to meet future obligations. Historically, AEC has, from time to time, been able to raise additional capital, but there can be no assurances that AEC will be able to raise additional capital in this manner. Net cash used in operating activities was $765,240 for the three month period ended June 30, 2005. Net cash obtained from financing activities was $0 for the three month period ended June 30, 2005, compared with $0 for the three month period ended June 30, 2004. In the 2005 period, the Company issued 1,024,857shares of common stock On March 2, 2005, the company entered into a private placement with certain accredited investors whereby these investors have purchased $1,500,000 in convertible notes, with Class A Warrants to purchase a number of shares equal to the number of shares to which the Notes are convertible at a price of $.40 per share expiring in 3 years and with Class B Warrants to purchase up to an additional $1.5 million in the Company's common shares at 70% of the average closing bid price for the 5 days preceding the notice to exercise and expiring 90 days after the registration statement registering the shares has been declared effective. The note carries an interest rate of 6%. Interest is payable quarterly in arrears in either cash or stock of the Company, at the Company's discretion. The Notes are convertible into shares of the Company at 70% of the average closing bid price for the 5 days preceding the notice to convert with a floor of $.15 and a ceiling of $.35 per share. The Company has received $500,000 in cash from the investors and will receive an additional $1,000,000 upon its registration statement filed with the SEC being declared effective. Class C Warrants are being issued to Westor Online, Inc., the placement agent for the transaction. The warrant allows for the purchase of 400,000 shares at $.40 per share and 400,000 shares at $1.00 per share, exercisable for 3 years from the date of the closing. The investors are additionally getting 200,000 Class C Warrants. In January 2004, AEC entered into a Securities Purchase Agreement with Palisades Master Fund LP, Crescent International Ltd., Alpha Capital AG, Bristol Investment Fund, Ltd., Ellis International Limited, Inc., Vertical Ventures, LLC, Platinum Partners, Abraham Schwartz, Colbart Birnet, Chana Braun, Ronald Nash, Marketwise Trading, West End Convertible Fund, and a trust account pursuant to which AEC sold a total of 5,500,000 shares of common stock at a price of $0.50 per share and warrants to purchase a total of 2,750,000 shares of common stock at an exercise price of $0.85 per share. The warrants have a three year term. AEC received gross proceeds of $2,750,000 from this transaction. 8 In December 2003, AEC entered into a Securities Purchase Agreement with LRG Holdings Inc., Professional Traders Fund LLC, Generation Capital Associates, First Mirage Inc., Truk Opportunity Fund LLC, pursuant to which AEC sold a total of 1,060,000 shares of common stock at a price of $0.50 per share and warrants to purchase a total of 471,112 shares of common stock and an exercise price of $1.20 per share. The warrants have a three year term. AEC received gross proceeds of $530,000 from this transaction. May 22, 2003, AEC issued 104,870,715 shares of common stock to AEC1, Inc. in exchange for technology, products and licenses. In November 2004, the Company cancelled 30,000,000 shares that were returned to the Company by AEC 1 as part of an agreement to divest the Company of certain non-core technology. AEC expects to have sufficient cash to meet its short-term capital requirements. However, there are no assurances that AEC will be able to raise sufficient funds to meet long-term capital needs. AEC may also seek alternative sources of financing, including from more conventional sources such as bank loans and credit lines. Again, no assurances can be given that AEC will be able to meet its needs through the sale of securities or otherwise. Further, the availability of any future financing may not be on terms that are satisfactory to AEC. From time to time, AEC may evaluate potential acquisitions involving complementary businesses, content, products or technologies. AEC has no present agreements or understanding with respect to any such acquisition. AEC's future capital requirements will depend on many factors, including growth of AEC's business, the success of its operations, economic conditions and other factors including the results of future operations. PLAN OF OPERATION Over the next twelve months, AEC will continue to focus on the development of the ICE (internal combustion engine) and fuel cell generator sets for demonstration to investors and potential customers of AEC's hydrogen fuel production capability. The ICE generators will use our hydrogen as fuel throughout the demonstration, produced on the spot by AEC's hydrogen production unit the H2 1500-A1. Our first alpha-stage unit, the H2 1500-A1, was recently demonstrated before two separate multinational engine companies in the U.S. This mobile "road show" was set up on-site with each organization, to review AEC's small scale, on-demand Hydrogen Production technology and discuss business opportunities. The company is on schedule with an accelerated product development timetable to take advantage of several opportunities with targeted organizations. These meetings are the beginning of a series of such meetings, whereby Alternate Energy Corporation will be showcasing its hydrogen production technology to a list of prospective commercial customers, potential licensees, select government and institutional contacts and other interested commercial parties. These groups have been pre-qualified as having a demonstrated need for clean, alternative power. These developments parallel AEC's recent work on its hydrogen production unit for use with the Astris E8 alkaline fuel cell. The fuel cell and ICE platforms are expected to provide AEC with multiple market opportunities and greater revenue potential. We have and will also continue to refine our hydrogen production process. Due to the strict purity and volume requirements of a fuel cell, our technical team has worked and continues to work in conjunction with a number of recognized independent laboratories to ensure that outputs meet acceptable levels. 9 In order to accomplish and continue with these steps management estimates that the Company we will require several million dollars towards the end of Fiscal year ended 2005. As the Company does not have any current revenue, such funds will come from loans from officers and private placements of the Company's common stock. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no changes in accountants or any disagreements with our accountants on accounting and financial disclosures. ITEM 3. CONTROLS AND PROCEDURES. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company's disclosure control objectives. The Company's Principal Executive Officer and Principal Accounting Officer have concluded that the Company's disclosure controls and procedures are, in fact, effective at this reasonable assurance level. In addition, we reviewed our internal controls, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last valuation or from the end of the reporting period to the date of this Form 10-QSB. PART II ITEM 1. LEGAL PROCEEDINGS On August 15, 2002 the Securities and Exchange Commission filed a civil lawsuit against the Company, its former CEO and other individuals. SEC v. COI Solutions, et al. Case No. 02-80766-CIV-Hurley. The SEC alleged in its complaint that COI Solutions, while under prior management, engaged in a scheme to pay illegal kickbacks to representatives of a European fund contrived by the FBI and made false and misleading statements in filing on Form S-8. This litigation has been settled. We neither admitted nor denied liability and agreed to not violate the Federal securities laws in the future. There was no penalty or other money paid by us to settle this matter. On October 22, 2004 we sued Russell Rothman in the Ontario Superior Court of Justice (Case No. 04-CV-277760CM2). We are seeking the rescission of agreements between us and Rothman, return of shares paid to him, and return of money paid. We had entered into an agreement with Rothman for the purchase of certain technology related to the production of hydrogen gas. Rothman represented to us that he had all right title and interest in the technology and had the ability to sell the technology. We alleged in our lawsuit that Rothman had in fact sold the technology to other companies, and on more than one occasion, prior to entering into the agreement with us. We additionally allege that the technology he purported to sell did not work. We do not rely on the Rothman technology for the production of hydrogen. We have developed our own proprietary processes for producing hydrogen. Rothman has counterclaimed against us for breach of contract in the amount of $2 billion and is asking for punitive damages in the amount of $10 million. We believe that the counterclaim is completely without merit. Mr. Rothman's attorney has withdrawn from the case and the Court has ordered Mr. Rothman to obtain new counsel by July 28, 2005. 10 ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS In March 2005, the company entered into a private placement with certain accredited investors whereby these investors have purchased $1,500,000 in convertible notes, with Class A Warrants to purchase a number of shares equal to the number of shares to which the Notes are convertible at a price of $.40 per share expiring in 3 years and with Class B Warrants to purchase up to an additional $1.5 million in the Company's common shares at 70% of the average closing bid price for the 5 days preceding the notice to exercise and expiring 90 days after the registration statement registering the shares has been declared effective. The note carries an interest rate of 6%. Interest is payable quarterly in arrears in either cash or stock of the Company, at the Company's discretion. The Company has received $500,000 in cash from the investors and will receive an additional $1,000,000 upon its registration statement filed with the SEC being declared effective. ITEM 3. DEFAULT UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (b) An 8-K has been filed on March 2, 2005. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, THE REGISTRANT has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. DATED THIS 9TH DAY OF AUGUST, 2005 ALTERNATE ENERGY CORP. BY: /S/ BLAINE FROATS ------------------------- BLAINE FROATS, CHAIRMAN/CEO AND A MEMBER OF THE BOARD OF DIRECTORS BY: /S/ SEAN FROATS ------------------------- SEAN FROATS, SECRETARY AND A MEMBER OF THE BOARD OF DIRECTORS 12 EX-31.1 2 ex-31_1.txt CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, SEAN FROATS, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Alternate Energy Corp. (the "REGISTRANT"); 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "EVALUATION DATE"); and (c) Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our required evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. BY: /S/ SEAN FROATS ---------------------------------- SEAN FROATS SECRETARY Date: August 9, 2005 EX-31.2 3 ex-31_2.txt CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Blaine Froats, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Alternate Energy Corp. (the "REGISTRANT"); 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have; (a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "EVALUATION DATE"); (c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our required evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. BY: /S/ BLAINE FROATS ---------------------------------- BLAINE FROATS CHAIRMAN OF THE BOARD OF DIRECTORS Date: August 9, 2005 EX-32.1 4 ex-32_1.txt EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Alternate Energy Corp. (the "Company") on Form 10-QSB for the three month period ended June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Blaine Froats, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. The Report fully complies with the requirement of Section 13(a) or 15(d) of the Securities Exchange Act of 1934: and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. By: /s/ Blaine Froats - ----------------------- Chief Executive Officer August 9, 2005 EX-32.2 5 ex-32_2.txt EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Alternate Energy Corp. (the "Company") on Form 10-QSB for the three month period ended June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Sean Froats, Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. The Report fully complies with the requirement of Section 13(a) or 15(d) of the Securities Exchange Act of 1934: and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. By: /s/ Sean Froats - ----------------------- Secretary August 9, 2005 -----END PRIVACY-ENHANCED MESSAGE-----