UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM 8-K
---------
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2006
---------
ALTERNATIVE ENERGY SOURCES, INC.
(Exact name of registrant as specified in its charter)
---------
Delaware 000-51762 74-3038728
- ----------------------------- ------------------------- ----------------------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
310 West 20th Street
2nd Floor
Kansas City, Missouri 64108-2005
(Address of principal executive offices) (Zip Code)
(816) 842-3835
(Registrant's telephone number, including area code)
---------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
---------
Item 4.01 Changes in Registrant's Certifying Accountant.
On June 19, 2006, Alternative Energy Sources, Inc. (the "Registrant"),
Beemer Acquisition Corp., a wholly owned subsidiary of the Registrant
("Acquisition Sub"), and Beemer Energy, Inc. ("Beemer") entered into a Merger
Agreement and Plan of Reorganization and consummated the merger of Acquisition
Sub with and into Beemer (the "Merger"). The Merger resulted in Beemer becoming
a wholly owned subsidiary of the Registrant. Following the Merger, the
management and business operations of the Registrant became substantially the
management and business operations of Beemer before the Merger. For a
description of the merger and the offering, and the material agreements entered
into in connection therewith, please refer to Current Report on Form 8-K filed
on June 23, 2006.
Before the Merger, the independent registered public accounting firm for
the Registrant was Stark Winter Schenkein & Co. ("Stark Winter"). Because the
Merger was treated as a reverse acquisition for accounting purposes, future
historical financial reports filed by the Registrant will be those of Beemer,
the accounting acquiror. Accordingly, the Registrant's board of directors
changed its independent registered public accounting firm from Stark Winter to
Bagell, Josephs, Levine & Company, LLC ("Bagell Josephs"). Stark Winter was
dismissed as the independent registered public accounting firm of the Registrant
on August 10, 2006, and Bagell Josephs was engaged as the independent registered
public accounting firm of the Registrant on the same date.
The reports of Stark Winter on the Registrant's financial statements for
the past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles, but did include an explanatory paragraph relating to the
Registrant's ability to continue as a "going concern."
In connection with the audit of the Registrant's financial statements for
the past two fiscal years ended December 31, 2005 and 2004, and through the date
of the dismissal, there were no disagreements with Stark Winter on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the satisfaction of Stark Winter,
would have caused Stark Winter to make reference to the matter in its reports.
During the most recent fiscal year and through the date of the dismissal of
Stark Winter, no information is required to be reported under Item
304(a)(1)(iv)(B) or Regulation S-B.
The Registrant provided Stark Winter with a copy of this Current Report on
Form 8-K before it was filed and requested that they furnish us a letter,
addressed to the Securities and Exchange Commission, stating whether they agree
with the information disclosed in the Current Report. Such letter is attached
hereto as Exhibit 16.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
----------- -----------
16.1 Letter from Stark Winter Schenkein & Co.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Alternative Energy Sources, Inc.
By: /s/Mark Beemer
---------------
Name: Mark Beemer
Title: Chief Executive Officer
Date: August 14, 2006
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
16.1 Letter from Stark Winter Schenkein & Co.