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): June 19, 2006

                        ALTERNATIVE ENERGY SOURCES, INC.

            (Exact name of registrant as specified in its charter)



         Delaware                   000-51762                74-3038728
-------------------------------------------------------------------------------
      (State or other       (Commission File Number)      (I.R.S. Employer
       jurisdiction                                    Identification Number)
     of incorporation)

    310 West 20th Street, 2nd Floor
         Kansas City, Missouri                        64108-2005

    (Address of principal executive                   (Zip Code)
               offices)

                                 (816) 842-3835
              (Registrant's telephone number, including area code)


      88 West 44th Avenue, Vancouver, British Columbia, V5Y 2V1, Canada
        (Former Name or Former Address, if Changed Since Last Report)


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))


<PAGE>



                           FORWARD LOOKING STATEMENTS

      This Current Report on Form 8-K contains forward-looking statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the  Securities  Exchange Act of 1934,  as amended.  This Current
Report  includes  statements  regarding our plans,  goals,  strategies,  intent,
beliefs or current  expectations.  These  statements are expressed in good faith
and based upon a reasonable  basis when made, but there can be no assurance that
these  expectations  will be achieved or  accomplished.  These  forward  looking
statements  can be identified by the use of terms and phrases such as "believe,"
"plan," "intend,"  "anticipate,"  "target,"  "estimate," "expect," and the like,
and/or  future-tense  or  conditional  constructions  ("will,"  "may,"  "could,"
"should," etc.).  Items  contemplating or making  assumptions  about,  actual or
potential  future sales,  market size,  collaborations,  and trends or operating
results also constitute such forward-looking statements.

      Although forward-looking  statements in this report reflect the good faith
judgment of management,  forward-looking  statements  are inherently  subject to
known and unknown risks,  business,  economic and other risks and  uncertainties
that may cause actual results to be materially different from those discussed in
these forward-looking statements.  Readers are urged not to place undue reliance
on these  forward-looking  statements,  which  speak only as of the date of this
report.  We assume no  obligation  to update any  forward-looking  statements in
order to reflect any event or circumstance that may arise after the date of this
report,  other than as may be required by applicable law or regulation.  Readers
are urged to carefully review and consider the various disclosures made by us in
our reports filed with the Securities and Exchange  Commission  which attempt to
advise interested parties of the risks and factors that may affect our business,
financial  condition,  results of  operation  and cash flows.  If one or more of
these risks or uncertainties materialize, or if the underlying assumptions prove
incorrect,  our  actual  results  may vary  materially  from those  expected  or
projected.

Item 1.01       Entry into a Material Definitive Agreement.

        On June 19, 2006,  Alternative  Energy Sources,  Inc. (the "Company"),
Beemer   Acquisition   Corp.,  a  wholly  owned   subsidiary  of  the  Company
("Acquisition   Sub"),  and  Beemer  Energy,   Inc.,  a  Delaware  corporation
("Beemer")  entered into an Agreement  and Plan of Merger and  Reorganization,
whereby  Acquisition  Sub.  merged with and into Beemer (the  "Merger"),  with
Beemer  remaining  as the  surviving  corporation.  Upon  consummation  of the
Merger, the Company became the parent company and sole stockholder of Beemer.

      Concurrently  with the closing of the Merger,  the  Company  entered  into
Subscription  Agreements for the sale of 12,000,000  Units consisting of a share
of the  Company's  Common  Stock  and a  warrant  to  purchase  one share of the
Company's  Common  Stock.  The Company also entered into a  Registration  Rights
Agreement with the investors purchasing the Company's Units.

      In connection with the Merger, the former officers of Beemer Energy, Inc.,
Mark A. Beemer and Lee L. Blank,  entered into  employment  agreements  with the
Company for a term of four years. In addition,  Messrs. Beemer and Blank entered
into Lock-Up  Agreements  with  Tompkins  Capital  Group for a term of 24 months
whereby they agreed to certain  restrictions  on the sale or  disposition of the
Company's shares acquired by them in connection with the Merger.

      For a  description  of the  Merger  and the  Offering,  and  the  material
agreements  entered into in connection  therewith,  please see Item 2.01 of this
Current Report, which disclosure is herein incorporated by reference.

                                       1
<PAGE>

      Description of Business

      The  Company is a  development  stage  company  and plans to engage in the
business of  constructing,  owning and operating fuel grade ethanol plants.  The
ethanol  expected  to be  produced  by the  plants  is  intended  to be  used by
refineries  and  ultimately  blended with gasoline fuel for internal  combustion
engines.  Additionally, the Company anticipates that the plants will be designed
to produce dried distilled grains,  which are used in the manufacture of various
animal feeds. The Company's  operations will  substantially be the operations of
Beemer, its wholly-owned subsidiary.

      By  Fall,  2006  the  Company  intends  to  complete  permitting  for  two
corn-based  ethanol  plants in Iowa and  anticipates  opening  these  plants for
commercial production by Summer, 2008. The Company expects each plant to produce
nearly 200 ethanol freight cars per week, acting as a consistent pipeline to the
end  blender or  refinery,  and 140  freight  cars per week of dried  distillers
grains. The Company is led by a seasoned  management team who will call on their
experience in grain trading,  railroad  negotiations,  logistical  economics and
acquisitions to ensure the success and growth of this venture.

      The Company's business strategy and anticipated  competitive  advantage is
to produce  ethanol at the lowest cost by:

o           Coal fired plants for distillation energy as compared to natural gas
            fired plants.

o           Significant  economies of scale with identical plants each producing
            250 million gallons of ethanol per year.

o           Unit train  economics  whereby  products  are shipped in unit trains
            with dedicated power compared to single car shipments.

o           Lowest cost  producer  status by way of  spreading  more fixed costs
            over more gallons,  using coal, and operating the plant with similar
            labor requirements as a 40 million gallon plant.

Item 2.01       Completion of Acquisition or Disposition of Assets.

      The Merger

      On June 19, 2006 (the "Closing  Date"),  the Company,  Acquisition  Sub, a
wholly owned subsidiary of the Company, and Beemer entered into an Agreement and
Plan of Merger and Reorganization  (the "Merger Agreement") by which Acquisition
Sub  merged  with  and into  Beemer,  with  Beemer  remaining  as the  surviving
corporation and a wholly-owned  subsidiary of the Company.  Prior to their entry
into the Merger Agreement, no material relationship existed among the parties to
the Merger  Agreement.  The form of Merger Agreement has been attached hereto as
Exhibit 10.1 and is incorporated herein by reference.

      On the  Closing  Date,  the  holders of  Beemer's  issued and  outstanding
capital stock before the Merger ("Beemer Stockholders") surrendered all of their
issued and outstanding capital stock of Beemer and received 12,900,000 shares of
common stock of the Company,  par value $0.0001 per share ("Common Stock").  The
stockholders   of  the   Company   before   the  Merger   ("Alternative   Energy
Stockholders")  retained  15,000,000  shares of Common Stock. As a result of the
Merger and the Offering  (described below), the Alternative Energy  Stockholders
now own  approximately  37.04% of the  issued and  outstanding  shares of Common
Stock and the Beemer  Stockholders,  investors in the Offering and a finder that
received  shares of Common Stock in connection  with the Merger and the Offering
own approximately 63.96% of the Company's issued and outstanding Common Stock.

                                       2
<PAGE>

      The Merger Agreement  contains customary  representations,  warranties and
covenants of Beemer,  the Company and, as applicable,  Acquisition Sub, for like
transactions.   Breaches  of  representations  and  warranties  are  secured  by
customary   indemnification   provisions.   The  Merger  Agreement   contains  a
post-closing  adjustment  to the number of shares of Common  Stock issued to the
Beemer  Stockholders in an amount up to 2,000,000  shares of Common Stock issued
on a pro rata  basis  for any  breach of the  Merger  Agreement  by the  Company
discovered during the two year period following the Closing Date.

      The Merger will be treated as a reverse  merger for  financial  accounting
purposes. Accordingly, the historical financial statements of the Company before
the Merger will be replaced with the historical  statements of Beemer before the
Merger in all future filings with the Securities and Exchange Commission.

      On the Closing Date, the then-current sole officer of the Company resigned
and the new executive  officers  designated by the Company's  board of directors
(the "Board) were appointed. In addition, the sole member of the Company's Board
appointed  one new  member to the Board and  resigned,  effective  July 4, 2006.
Following  the  Merger,  the Board  consists  of two  members and is expected to
increase to five members. The Alternative Energy Stockholders received the right
to designate one member of the Board.

      Prior to the Closing Date,  the Board  approved and adopted a stock option
plan (the "Plan"), which is expected to be ratified and adopted by the Company's
stockholders  soon  after  the  consummation  of the  Merger.  Under  the  Plan,
4,000,000  shares of Common Stock are reserved for issuance as incentive  awards
granted to executive  officers,  key employees  and directors  after the Closing
Date.

      The Private Placement Offering

      Concurrently  with the consummation of the Merger on the Closing Date, the
Company  closed a private  offering of  12,000,000  units  ("Units"),  each Unit
consisting of one share of the  Company's  Common Stock and a warrant to acquire
one share of Common Stock for five years at an exercise price of $2.00 per share
(the   "Offering").   On  the  Closing  Date,  the  investors  in  the  Offering
collectively  purchased 12,000,000 Units for total consideration of $12,000,000,
pursuant  to  Subscription  Agreements  entered  into by the  Company  and  each
investor  in  the  Offering  dated  as  of  the  Closing  Date,  which  form  of
Subscription  Agreement is attached  hereto as Exhibit 10.2. The form of warrant
issued to investors in the Offering is attached hereto as Exhibit 4.1.

      Broadmoor Capital Partners,  LLC was issued 600,000 shares of Common Stock
as a finder's  fee in  connection  with the Merger and the  Offering.  Canaccord
Capital  Corporation  received  $350,000 as a fee for fiscal  advisory  services
rendered in connection with the Offering.

      The sale of Units in the  Offering  was  exempt  from  registration  under
Section 4(2) of the  Securities Act of 1933, as amended (the  "Securities  Act")
and Rule 506 of Regulation D as  promulgated  by the SEC. The Units were offered
and sold only to "accredited  investors," as that term is defined under Rule 501
of Regulation D.

      All  securities  issued in  connection  with the Offering  are  restricted
securities and will be subject to all applicable resale  restrictions  specified
by federal and state securities laws.

                                       3
<PAGE>

      Pursuant  to a  Registration  Rights  Agreement  among the Company and the
investors  in the  Offering  dated  as of the  Closing  Date,  the  Company  has
committed to file a registration  statement  covering the Common Stock issued in
connection  with  the  Offering,  including  the  Common  Stock  underlying  the
warrants, within 120 days from the Closing Date and shall use reasonable efforts
to cause such registration  statement to become effective no later than 120 days
after the date filed.  The Company  shall  maintain  the  effectiveness  of this
registration  statement  through the first  anniversary  of the Closing Date and
shall use its best  efforts to  maintain  the  effectiveness  through the second
anniversary of the date the registration  statement is declared effective by the
SEC or until the holding  period of Rule 144(k) of the  Securities  Act has been
satisfied  for the  investors  in this  Offering  with  respect  to all of their
shares,  whichever is earlier.  The Registration  Rights Agreement provides that
the Company will be liable for customary penalties if the registration statement
is not  effective  on the date by which the  Company is  required to cause it to
become effective.  The form of Registration  Rights Agreement is attached hereto
as Exhibit 10.3 and is incorporated herein by reference.

      Prior to their entry into the Subscription Agreements and the Registration
Rights Agreement,  no material  relationship existed among the investors and the
Company, except that two of the investors, Mark A. Beemer and Lee L. Blank, were
the former stockholders, officers and directors of Beemer Energy, Inc.

      Executive Officers

      On the Closing Date, the then-current officer of the Company resigned and,
simultaneously,  new officers  were  appointed by the Board.  Mark A. Beemer was
appointed  as  President  and  Chief  Executive  Officer,  and Lee L.  Blank was
appointed  as  Executive  Vice  President  and Chief  Operating  Officer  of the
Company.

      Mark A. Beemer-  President & Chief  Executive  Officer.  Mr. Beemer has 18
years  experience  in the grain and feed  processing  industry.  He started  his
career  in  commodity  trading  with  Louis  Dreyfus  Corporation,   in  Wilton,
Connecticut.  In 1993, Mr. Beemer joined Archer Daniels  Midland Company ("ADM")
as manager of corn  trading for 14 western  facilities  through a joint  venture
with Louis  Dreyfus  Corporation.  During his 12 years with ADM, Mr. Beemer also
served  Assistant  Vice  President  of  Corporate  Transportation,  where he was
involved  in  negotiating  rail  contracts.  In 2001,  Mr.  Beemer  became  Vice
President of Strategic Planning, Transportation, Origination, and Operations for
the bankrupt Farmland Industries joint venture with ADM where he was responsible
for eliminating  Farmland's  unprofitable food corn business,  and merging ADM's
shuttle  train  facility  with  Farmland  Industries'  to a create a large  corn
trading deck. Mr. Beemer was also  responsible  for developing and  implementing
all trading  strategies for ADM's Hard Red Wheat trading on the delivery  market
contracts on the Kansas City Board of Trade.  In 2005, Mr. Beemer joined Penford
Products  Company  located  in  Cedar  Rapids,  Iowa,  where he  served  as Vice
President of Commodities  and assumed  responsibility  for trading corn futures,
corn basis, natural gas, and other by-products of corn wet mills and oversaw all
risk management utilizing futures, options, and cash contracts.

      Lee L. Blank-  Executive Vice  President & Chief  Operating  Officer.  Mr.
Blank brings 19 years of management  experience with ADM to Alternative  Energy.
Early in his career with ADM, Mr.  Blank served as manager for soybean  crushing
plants  located in three  states and was  responsible  for soybean  procurement,
by-product   trading,   risk  management,   collaborating  with  operations  and
commercial desks and overseeing sales of $150,000,000.  Mr. Blank also served as
Director of Rates for ADM Corporate Transportation where he negotiated more than
$700,000,000 in total freight rates with major railroads. In addition, Mr. Blank
served  as  Western  Sales  Manager  of  Bio-Products   Division  where  he  had
approximately  $50,000,000  in annual sales.  Most  recently,  Mr. Blank was the
Sales Manager and Director of Exports for ADM Milling  where he had  $90,000,000
domestic sales and $80,000,000 export sales under management.

                                       4
<PAGE>

        Employment Agreements. On the Closing Date of the Merger, Messrs. Beemer
and Blank  entered into  employment  agreements  with the Company,  the forms of
which have been attached hereto as Exhibits 10.4 and 10.5, respectively, and are
incorporated  herein by  reference.  Prior to their  entry  into the  employment
agreements,  no material  relationship  existed  between the Company and Messrs.
Beemer and Blank.

        Mr. Beemer's employment agreement is for a four year term, providing for
an annual base salary of  $190,000,  with an  opportunity  to increase  the base
salary up to $240,000 upon the occurrence of certain events, and an annual bonus
subject to the Company  achieving its target  performance  levels as approved by
the Compensation  Committee of the Board. Mr. Beemer is also entitled to receive
an option grant of 300,000 shares from the Company's Plan, 33.3% of which option
shall be exercisable on the first  anniversary of the grant, an additional 33.3%
of the option shall be vested and become  exercisable on the second  anniversary
of the grant,  and the remaining  33.4% of the option shall be vested and become
exercisable  on the  third  anniversary  of the grant of the  option.  Under the
agreement,  Mr.  Beemer  will be  subject  to  traditional  non-competition  and
employee  non-solicitation  restrictions while he is employed by the Company and
for one year  thereafter.  Mr.  Beemer and his  dependents  will be  entitled to
participate in the Company's benefit plans at the Company's expense.  Subject to
certain notice  requirements,  either Mr. Beemer or the Company will be entitled
to terminate the employment agreement at any time. If the Company terminates the
employment  agreement  without  Cause (as  defined in the  agreement)  or if Mr.
Beemer terminates the employment  agreement for a Good Reason (as defined in the
agreement),  then  Mr.  Beemer  is  entitled  to  receive  his base  salary  and
guaranteed bonus during the then-remaining term of the agreement plus a one time
severance  payment  equal to his  then-current  annual base  salary,  as well as
continuation  at the  Company's  expense of Mr.  Beemer's  participation  in the
benefit programs described above.

        Mr. Blank's employment  agreement is for a four year term, providing for
an annual base salary of  $160,000,  with an  opportunity  to increase  the base
salary up to $210,000 upon the occurrence of certain events, and an annual bonus
subject to the Company  achieving its target  performance  levels as approved by
the  Compensation  Committee of the Board. Mr. Blank is also entitled to receive
an option grant of 200,000 shares from the Company's Plan, 33.3% of which option
shall be exercisable on the first  anniversary of the grant, an additional 33.3%
of the option shall be vested and become  exercisable on the second  anniversary
of the grant,  and the remaining  33.4% of the option shall be vested and become
exercisable  on the  third  anniversary  of the grant of the  option.  Under the
agreement, Mr. Blank will be subject to traditional non-competition and employee
non-solicitation  restrictions  while he is  employed by the Company and for one
year thereafter. Mr. Blank and his dependents will be entitled to participate in
the Company's benefit plans at the Company's expense.  Subject to certain notice
requirements,  either Mr. Blank or the Company will be entitled to terminate the
employment  agreement  at any time.  If the Company  terminates  the  employment
agreement without Cause (as defined in the agreement) or if Mr. Blank terminates
the employment  agreement for a Good Reason (as defined in the agreement),  then
Mr. Blank is entitled to receive his base salary and guaranteed bonus during the
then-remaining  term of the agreement plus a one time severance payment equal to
his  then-current  annual base salary,  as well as continuation at the Company's
expense of Mr. Blank's participation in the benefit programs described above.

                                       5
<PAGE>

      Board of Directors

      On the Closing  Date,  Stephen  Jackson,  the sole director of the Company
prior to the Merger,  appointed  Mark A. Beemer to fill one of the  vacancies on
the Board.  The  appointment  of Mr.  Beemer as director was not pursuant to any
agreement or understanding between Mr. Beemer and any third party. Mr. Beemer is
not  expected  to be named to a committee  of the Board at this time.  As of the
Closing Date,  Mr. Beemer is the President and Chief  Executive  Officer,  and a
stockholder of the Company.

      Also  on the  Closing  Date,  Mr.  Jackson  resigned  from  the  Board  of
Directors,  effective July 4, 2006.  The  resignation of Mr. Jackson was not the
result of any  disagreement  with the  Company  on any  matter  relating  to the
Company's operations, policies or practices.

      On July 4, 2006,  Mark A.  Beemer is  expected  to appoint Lee L. Blank to
fill one of the  vacancies on the Board  following  the  resignation  of Stephen
Jackson.  The  remaining  vacancies  will be filled upon the  identification  of
suitable candidates. For more information regarding the changes in the Company's
Board,  please see our  Information  Statement  pursuant to Section 14(f) of the
Securities  Exchange  Act of  1934,  filed  with  the SEC on June  23,  2006 and
incorporated herein by reference.

      Lock-Up Agreements

      Incident to the  consummation  of the Merger and as of the  Closing  Date,
Mark A. Beemer and Lee L. Blank  entered into Lock-Up  Agreements  with Tompkins
Capital  Group  pursuant  to which  Messrs.  Beemer and Blank have agreed not to
offer,  sell or  otherwise  dispose  of all or a portion of the shares of Common
Stock acquired in connection with the Merger  Agreement,  without the consent of
Tompkins  Capital  Group,  during the period  commencing on the Closing Date and
ending on the 24-month  anniversary  of the Closing  Date.  Prior to their entry
into the Lock-Up Agreements, there was no material relationship between Tompkins
Capital Group and Messrs.  Beemer and. Blank.  The form of Lock-Up  Agreement is
attached hereto as Exhibit 10.6 and is herein incorporated by reference.


Item 3.02      Unregistered Sales of Equity Securities.

        Reference  is made to the  disclosure  set forth under Item 2.01 of this
Current  Report  on  Form  8-K,  which  disclosure  is  incorporated  herein  by
reference.

Item 5.01       Changes in Control of Registrant.

        Reference  is made to the  disclosure  set forth under Item 2.01 of this
Current  Report  on  Form  8-K,  which  disclosure  is  incorporated  herein  by
reference.

Item 5.02      Departure  of Directors  or  Principal  Officers;  Election of
          Directors; Appointment of Principal Officers.

        Reference  is made to the  disclosure  set forth under Item 2.01 of this
Current  Report  on  Form  8-K,  which  disclosure  is  incorporated  herein  by
reference.

Item 8.01       Other Events.

        The Company  announced  the closing of the Merger and the  Offering in a
press  release  issued on June 20,  2006,  a copy of which is filed  herewith as
Exhibit 99.1.

                                       6
<PAGE>

Item 9.01.  Financial Statements and Exhibits.

      (a) Financial Statements of Businesses Acquired.

        The financial  statements  required by this Section will be filed within
71 calendar days after the date that this initial  Current Report on Form 8-K is
required to be filed.

      (d)  Exhibits.


   Exhibit No.   Description

   4.1           Form of Warrant issued to investors in the private offering
                 on June 19, 2006.

   10.1          Form of Agreement and Plan of Merger and Reorganization
                 dated June 19, 2006 among Alternative Energy Sources, Inc.,
                 Beemer Acquisition Corp. and Beemer Energy, Inc.

   10.2          Form of Subscription Agreement dated June 19, 2006 among
                 Alternative Energy Sources, Inc., Beemer Energy, Inc. and
                 investors in the private offering.

   10.3          Form of Registration Rights Agreement dated June 19, 2006
                 among Alternative Energy Sources, Inc. and investors in the
                 private offering.

   10.4          Form of Employment Agreement dated June 19, 2006 between
                 Alternative Energy Sources, Inc. and Mark A. Beemer.

   10.5          Form of Employment Agreement dated June 19, 2006 between
                 Alternative Energy Sources, Inc. and Lee L. Blank.

   10.6          Form of Lock-Up Agreement dated June 19, 2006 between
                 Tompkins Capital Group and each of Mark A. Beemer and Lee L.
                 Blank.

   99.1          Press Release dated June 20, 2006.

                                       7
<PAGE>



                                    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 A. Beemer
                                              ---------------------------------
                                          Name: Mark A. Beemer
                                          Title: Chief Executive Officer

                                          Date: June 23, 2006

                                       8
<PAGE>


                                  EXHIBIT INDEX


   Exhibit No.   Description

   4.1           Form of Warrant issued to investors in the private offering
                 on June 19, 2006.

   10.1          Form of Agreement and Plan of Merger and Reorganization
                 dated June 19, 2006 among Alternative Energy Sources, Inc.,
                 Beemer Acquisition Corp. and Beemer Energy, Inc.

   10.2          Form of Subscription Agreement dated June 19, 2006 among
                 Alternative Energy Sources, Inc., Beemer Energy, Inc. and
                 investors in the private offering.

   10.3          Form of Registration Rights Agreement dated June 19, 2006
                 among Alternative Energy Sources, Inc. and investors in the
                 private offering.

   10.4          Form of Employment Agreement dated June 19, 2006 between
                 Alternative Energy Sources, Inc. and Mark A. Beemer.

   10.5          Form of Employment Agreement dated June 19, 2006 between
                 Alternative Energy Sources, Inc. and Lee L. Blank

   10.6          Form of Lock-Up Agreement dated June 19, 2006 between
                 Tompkins Capital Group and each of Mark A. Beemer and Lee L.
                 Blank.

   99.1          Press Release dated June 20, 2006.

                                       9
{"company-data": {"conformed-name": "ALTERNATIVE ENERGY SOURCES INC", "cik": "0001175867", "assigned-sic": "8742", "irs-number": "000000000"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-51762", "film-number": "06922939"}, "business-address": {"street1": "310 WEST 20TH STREET", "street2": "2ND FLOOR", "city": "KANSAS CITY", "state": "MO", "zip": "64108-2005", "phone": "816-842-3835"}, "mail-address": {"street1": "310 WEST 20TH STREET", "street2": "2ND FLOOR", "city": "KANSAS CITY", "state": "MO", "zip": "64108-2005"}}
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): June 19, 2006

                        ALTERNATIVE ENERGY SOURCES, INC.

            (Exact name of registrant as specified in its charter)

         Delaware                   000-51762                74-3038728
-------------------------------------------------------------------------------
      (State or other       (Commission File Number)      (I.R.S. Employer
       jurisdiction                                    Identification Number)
     of incorporation)

    310 West 20th Street, 2nd Floor
         Kansas City, Missouri                        64108-2005

    (Address of principal executive                   (Zip Code)
               offices)

                                 (816) 842-3835
              (Registrant's telephone number, including area code)

      88 West 44th Avenue, Vancouver, British Columbia, V5Y 2V1, Canada
        (Former Name or Former Address, if Changed Since Last Report)

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))
FORWARD LOOKING STATEMENTS

      This Current Report on Form 8-K contains forward-looking statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the  Securities  Exchange Act of 1934,  as amended.  This Current
Report  includes  statements  regarding our plans,  goals,  strategies,  intent,
beliefs or current  expectations.  These  statements are expressed in good faith
and based upon a reasonable  basis when made, but there can be no assurance that
these  expectations  will be achieved or  accomplished.  These  forward  looking
statements  can be identified by the use of terms and phrases such as "believe,"
"plan," "intend,"  "anticipate,"  "target,"  "estimate," "expect," and the like,
and/or  future-tense  or  conditional  constructions  ("will,"  "may,"  "could,"
"should," etc.).  Items  contemplating or making  assumptions  about,  actual or
potential  future sales,  market size,  collaborations,  and trends or operating
results also constitute such forward-looking statements.

      Although forward-looking  statements in this report reflect the good faith
judgment of management,  forward-looking  statements  are inherently  subject to
known and unknown risks,  business,  economic and other risks and  uncertainties
that may cause actual results to be materially different from those discussed in
these forward-looking statements.  Readers are urged not to place undue reliance
on these  forward-looking  statements,  which  speak only as of the date of this
report.  We assume no  obligation  to update any  forward-looking  statements in
order to reflect any event or circumstance that may arise after the date of this
report,  other than as may be required by applicable law or regulation.  Readers
are urged to carefully review and consider the various disclosures made by us in
our reports filed with the Securities and Exchange  Commission  which attempt to
advise interested parties of the risks and factors that may affect our business,
financial  condition,  results of  operation  and cash flows.  If one or more of
these risks or uncertainties materialize, or if the underlying assumptions prove
incorrect,  our  actual  results  may vary  materially  from those  expected  or
projected.

Item 1.01       Entry into a Material Definitive Agreement.

        On June 19, 2006,  Alternative  Energy Sources,  Inc. (the "Company"),
Beemer   Acquisition   Corp.,  a  wholly  owned   subsidiary  of  the  Company
("Acquisition   Sub"),  and  Beemer  Energy,   Inc.,  a  Delaware  corporation
("Beemer")  entered into an Agreement  and Plan of Merger and  Reorganization,
whereby  Acquisition  Sub.  merged with and into Beemer (the  "Merger"),  with
Beemer  remaining  as the  surviving  corporation.  Upon  consummation  of the
Merger, the Company became the parent company and sole stockholder of Beemer.

      Concurrently  with the closing of the Merger,  the  Company  entered  into
Subscription  Agreements for the sale of 12,000,000  Units consisting of a share
of the  Company's  Common  Stock  and a  warrant  to  purchase  one share of the
Company's  Common  Stock.  The Company also entered into a  Registration  Rights
Agreement with the investors purchasing the Company's Units.

      In connection with the Merger, the former officers of Beemer Energy, Inc.,
Mark A. Beemer and Lee L. Blank,  entered into  employment  agreements  with the
Company for a term of four years. In addition,  Messrs. Beemer and Blank entered
into Lock-Up  Agreements  with  Tompkins  Capital  Group for a term of 24 months
whereby they agreed to certain  restrictions  on the sale or  disposition of the
Company's shares acquired by them in connection with the Merger.

      For a  description  of the  Merger  and the  Offering,  and  the  material
agreements  entered into in connection  therewith,  please see Item 2.01 of this
Current Report, which disclosure is herein incorporated by reference.

                                       1
Description of Business

      The  Company is a  development  stage  company  and plans to engage in the
business of  constructing,  owning and operating fuel grade ethanol plants.  The
ethanol  expected  to be  produced  by the  plants  is  intended  to be  used by
refineries  and  ultimately  blended with gasoline fuel for internal  combustion
engines.  Additionally, the Company anticipates that the plants will be designed
to produce dried distilled grains,  which are used in the manufacture of various
animal feeds. The Company's  operations will  substantially be the operations of
Beemer, its wholly-owned subsidiary.

      By  Fall,  2006  the  Company  intends  to  complete  permitting  for  two
corn-based  ethanol  plants in Iowa and  anticipates  opening  these  plants for
commercial production by Summer, 2008. The Company expects each plant to produce
nearly 200 ethanol freight cars per week, acting as a consistent pipeline to the
end  blender or  refinery,  and 140  freight  cars per week of dried  distillers
grains. The Company is led by a seasoned  management team who will call on their
experience in grain trading,  railroad  negotiations,  logistical  economics and
acquisitions to ensure the success and growth of this venture.

      The Company's business strategy and anticipated  competitive  advantage is
to produce  ethanol at the lowest cost by:

o           Coal fired plants for distillation energy as compared to natural gas
            fired plants.

o           Significant  economies of scale with identical plants each producing
            250 million gallons of ethanol per year.

o           Unit train  economics  whereby  products  are shipped in unit trains
            with dedicated power compared to single car shipments.

o           Lowest cost  producer  status by way of  spreading  more fixed costs
            over more gallons,  using coal, and operating the plant with similar
            labor requirements as a 40 million gallon plant.

Item 2.01       Completion of Acquisition or Disposition of Assets.

      The Merger

      On June 19, 2006 (the "Closing  Date"),  the Company,  Acquisition  Sub, a
wholly owned subsidiary of the Company, and Beemer entered into an Agreement and
Plan of Merger and Reorganization  (the "Merger Agreement") by which Acquisition
Sub  merged  with  and into  Beemer,  with  Beemer  remaining  as the  surviving
corporation and a wholly-owned  subsidiary of the Company.  Prior to their entry
into the Merger Agreement, no material relationship existed among the parties to
the Merger  Agreement.  The form of Merger Agreement has been attached hereto as
Exhibit 10.1 and is incorporated herein by reference.

      On the  Closing  Date,  the  holders of  Beemer's  issued and  outstanding
capital stock before the Merger ("Beemer Stockholders") surrendered all of their
issued and outstanding capital stock of Beemer and received 12,900,000 shares of
common stock of the Company,  par value $0.0001 per share ("Common Stock").  The
stockholders   of  the   Company   before   the  Merger   ("Alternative   Energy
Stockholders")  retained  15,000,000  shares of Common Stock. As a result of the
Merger and the Offering  (described below), the Alternative Energy  Stockholders
now own  approximately  37.04% of the  issued and  outstanding  shares of Common
Stock and the Beemer  Stockholders,  investors in the Offering and a finder that
received  shares of Common Stock in connection  with the Merger and the Offering
own approximately 63.96% of the Company's issued and outstanding Common Stock.

                                       2
The Merger Agreement  contains customary  representations,  warranties and
covenants of Beemer,  the Company and, as applicable,  Acquisition Sub, for like
transactions.   Breaches  of  representations  and  warranties  are  secured  by
customary   indemnification   provisions.   The  Merger  Agreement   contains  a
post-closing  adjustment  to the number of shares of Common  Stock issued to the
Beemer  Stockholders in an amount up to 2,000,000  shares of Common Stock issued
on a pro rata  basis  for any  breach of the  Merger  Agreement  by the  Company
discovered during the two year period following the Closing Date.

      The Merger will be treated as a reverse  merger for  financial  accounting
purposes. Accordingly, the historical financial statements of the Company before
the Merger will be replaced with the historical  statements of Beemer before the
Merger in all future filings with the Securities and Exchange Commission.

      On the Closing Date, the then-current sole officer of the Company resigned
and the new executive  officers  designated by the Company's  board of directors
(the "Board) were appointed. In addition, the sole member of the Company's Board
appointed  one new  member to the Board and  resigned,  effective  July 4, 2006.
Following  the  Merger,  the Board  consists  of two  members and is expected to
increase to five members. The Alternative Energy Stockholders received the right
to designate one member of the Board.

      Prior to the Closing Date,  the Board  approved and adopted a stock option
plan (the "Plan"), which is expected to be ratified and adopted by the Company's
stockholders  soon  after  the  consummation  of the  Merger.  Under  the  Plan,
4,000,000  shares of Common Stock are reserved for issuance as incentive  awards
granted to executive  officers,  key employees  and directors  after the Closing
Date.

      The Private Placement Offering

      Concurrently  with the consummation of the Merger on the Closing Date, the
Company  closed a private  offering of  12,000,000  units  ("Units"),  each Unit
consisting of one share of the  Company's  Common Stock and a warrant to acquire
one share of Common Stock for five years at an exercise price of $2.00 per share
(the   "Offering").   On  the  Closing  Date,  the  investors  in  the  Offering
collectively  purchased 12,000,000 Units for total consideration of $12,000,000,
pursuant  to  Subscription  Agreements  entered  into by the  Company  and  each
investor  in  the  Offering  dated  as  of  the  Closing  Date,  which  form  of
Subscription  Agreement is attached  hereto as Exhibit 10.2. The form of warrant
issued to investors in the Offering is attached hereto as Exhibit 4.1.

      Broadmoor Capital Partners,  LLC was issued 600,000 shares of Common Stock
as a finder's  fee in  connection  with the Merger and the  Offering.  Canaccord
Capital  Corporation  received  $350,000 as a fee for fiscal  advisory  services
rendered in connection with the Offering.

      The sale of Units in the  Offering  was  exempt  from  registration  under
Section 4(2) of the  Securities Act of 1933, as amended (the  "Securities  Act")
and Rule 506 of Regulation D as  promulgated  by the SEC. The Units were offered
and sold only to "accredited  investors," as that term is defined under Rule 501
of Regulation D.

      All  securities  issued in  connection  with the Offering  are  restricted
securities and will be subject to all applicable resale  restrictions  specified
by federal and state securities laws.

                                       3
Pursuant  to a  Registration  Rights  Agreement  among the Company and the
investors  in the  Offering  dated  as of the  Closing  Date,  the  Company  has
committed to file a registration  statement  covering the Common Stock issued in
connection  with  the  Offering,  including  the  Common  Stock  underlying  the
warrants, within 120 days from the Closing Date and shall use reasonable efforts
to cause such registration  statement to become effective no later than 120 days
after the date filed.  The Company  shall  maintain  the  effectiveness  of this
registration  statement  through the first  anniversary  of the Closing Date and
shall use its best  efforts to  maintain  the  effectiveness  through the second
anniversary of the date the registration  statement is declared effective by the
SEC or until the holding  period of Rule 144(k) of the  Securities  Act has been
satisfied  for the  investors  in this  Offering  with  respect  to all of their
shares,  whichever is earlier.  The Registration  Rights Agreement provides that
the Company will be liable for customary penalties if the registration statement
is not  effective  on the date by which the  Company is  required to cause it to
become effective.  The form of Registration  Rights Agreement is attached hereto
as Exhibit 10.3 and is incorporated herein by reference.

      Prior to their entry into the Subscription Agreements and the Registration
Rights Agreement,  no material  relationship existed among the investors and the
Company, except that two of the investors, Mark A. Beemer and Lee L. Blank, were
the former stockholders, officers and directors of Beemer Energy, Inc.

      Executive Officers

      On the Closing Date, the then-current officer of the Company resigned and,
simultaneously,  new officers  were  appointed by the Board.  Mark A. Beemer was
appointed  as  President  and  Chief  Executive  Officer,  and Lee L.  Blank was
appointed  as  Executive  Vice  President  and Chief  Operating  Officer  of the
Company.

      Mark A. Beemer-  President & Chief  Executive  Officer.  Mr. Beemer has 18
years  experience  in the grain and feed  processing  industry.  He started  his
career  in  commodity  trading  with  Louis  Dreyfus  Corporation,   in  Wilton,
Connecticut.  In 1993, Mr. Beemer joined Archer Daniels  Midland Company ("ADM")
as manager of corn  trading for 14 western  facilities  through a joint  venture
with Louis  Dreyfus  Corporation.  During his 12 years with ADM, Mr. Beemer also
served  Assistant  Vice  President  of  Corporate  Transportation,  where he was
involved  in  negotiating  rail  contracts.  In 2001,  Mr.  Beemer  became  Vice
President of Strategic Planning, Transportation, Origination, and Operations for
the bankrupt Farmland Industries joint venture with ADM where he was responsible
for eliminating  Farmland's  unprofitable food corn business,  and merging ADM's
shuttle  train  facility  with  Farmland  Industries'  to a create a large  corn
trading deck. Mr. Beemer was also  responsible  for developing and  implementing
all trading  strategies for ADM's Hard Red Wheat trading on the delivery  market
contracts on the Kansas City Board of Trade.  In 2005, Mr. Beemer joined Penford
Products  Company  located  in  Cedar  Rapids,  Iowa,  where he  served  as Vice
President of Commodities  and assumed  responsibility  for trading corn futures,
corn basis, natural gas, and other by-products of corn wet mills and oversaw all
risk management utilizing futures, options, and cash contracts.

      Lee L. Blank-  Executive Vice  President & Chief  Operating  Officer.  Mr.
Blank brings 19 years of management  experience with ADM to Alternative  Energy.
Early in his career with ADM, Mr.  Blank served as manager for soybean  crushing
plants  located in three  states and was  responsible  for soybean  procurement,
by-product   trading,   risk  management,   collaborating  with  operations  and
commercial desks and overseeing sales of $150,000,000.  Mr. Blank also served as
Director of Rates for ADM Corporate Transportation where he negotiated more than
$700,000,000 in total freight rates with major railroads. In addition, Mr. Blank
served  as  Western  Sales  Manager  of  Bio-Products   Division  where  he  had
approximately  $50,000,000  in annual sales.  Most  recently,  Mr. Blank was the
Sales Manager and Director of Exports for ADM Milling  where he had  $90,000,000
domestic sales and $80,000,000 export sales under management.

                                       4
Employment Agreements. On the Closing Date of the Merger, Messrs. Beemer
and Blank  entered into  employment  agreements  with the Company,  the forms of
which have been attached hereto as Exhibits 10.4 and 10.5, respectively, and are
incorporated  herein by  reference.  Prior to their  entry  into the  employment
agreements,  no material  relationship  existed  between the Company and Messrs.
Beemer and Blank.

        Mr. Beemer's employment agreement is for a four year term, providing for
an annual base salary of  $190,000,  with an  opportunity  to increase  the base
salary up to $240,000 upon the occurrence of certain events, and an annual bonus
subject to the Company  achieving its target  performance  levels as approved by
the Compensation  Committee of the Board. Mr. Beemer is also entitled to receive
an option grant of 300,000 shares from the Company's Plan, 33.3% of which option
shall be exercisable on the first  anniversary of the grant, an additional 33.3%
of the option shall be vested and become  exercisable on the second  anniversary
of the grant,  and the remaining  33.4% of the option shall be vested and become
exercisable  on the  third  anniversary  of the grant of the  option.  Under the
agreement,  Mr.  Beemer  will be  subject  to  traditional  non-competition  and
employee  non-solicitation  restrictions while he is employed by the Company and
for one year  thereafter.  Mr.  Beemer and his  dependents  will be  entitled to
participate in the Company's benefit plans at the Company's expense.  Subject to
certain notice  requirements,  either Mr. Beemer or the Company will be entitled
to terminate the employment agreement at any time. If the Company terminates the
employment  agreement  without  Cause (as  defined in the  agreement)  or if Mr.
Beemer terminates the employment  agreement for a Good Reason (as defined in the
agreement),  then  Mr.  Beemer  is  entitled  to  receive  his base  salary  and
guaranteed bonus during the then-remaining term of the agreement plus a one time
severance  payment  equal to his  then-current  annual base  salary,  as well as
continuation  at the  Company's  expense of Mr.  Beemer's  participation  in the
benefit programs described above.

        Mr. Blank's employment  agreement is for a four year term, providing for
an annual base salary of  $160,000,  with an  opportunity  to increase  the base
salary up to $210,000 upon the occurrence of certain events, and an annual bonus
subject to the Company  achieving its target  performance  levels as approved by
the  Compensation  Committee of the Board. Mr. Blank is also entitled to receive
an option grant of 200,000 shares from the Company's Plan, 33.3% of which option
shall be exercisable on the first  anniversary of the grant, an additional 33.3%
of the option shall be vested and become  exercisable on the second  anniversary
of the grant,  and the remaining  33.4% of the option shall be vested and become
exercisable  on the  third  anniversary  of the grant of the  option.  Under the
agreement, Mr. Blank will be subject to traditional non-competition and employee
non-solicitation  restrictions  while he is  employed by the Company and for one
year thereafter. Mr. Blank and his dependents will be entitled to participate in
the Company's benefit plans at the Company's expense.  Subject to certain notice
requirements,  either Mr. Blank or the Company will be entitled to terminate the
employment  agreement  at any time.  If the Company  terminates  the  employment
agreement without Cause (as defined in the agreement) or if Mr. Blank terminates
the employment  agreement for a Good Reason (as defined in the agreement),  then
Mr. Blank is entitled to receive his base salary and guaranteed bonus during the
then-remaining  term of the agreement plus a one time severance payment equal to
his  then-current  annual base salary,  as well as continuation at the Company's
expense of Mr. Blank's participation in the benefit programs described above.

                                       5
Board of Directors

      On the Closing  Date,  Stephen  Jackson,  the sole director of the Company
prior to the Merger,  appointed  Mark A. Beemer to fill one of the  vacancies on
the Board.  The  appointment  of Mr.  Beemer as director was not pursuant to any
agreement or understanding between Mr. Beemer and any third party. Mr. Beemer is
not  expected  to be named to a committee  of the Board at this time.  As of the
Closing Date,  Mr. Beemer is the President and Chief  Executive  Officer,  and a
stockholder of the Company.

      Also  on the  Closing  Date,  Mr.  Jackson  resigned  from  the  Board  of
Directors,  effective July 4, 2006.  The  resignation of Mr. Jackson was not the
result of any  disagreement  with the  Company  on any  matter  relating  to the
Company's operations, policies or practices.

      On July 4, 2006,  Mark A.  Beemer is  expected  to appoint Lee L. Blank to
fill one of the  vacancies on the Board  following  the  resignation  of Stephen
Jackson.  The  remaining  vacancies  will be filled upon the  identification  of
suitable candidates. For more information regarding the changes in the Company's
Board,  please see our  Information  Statement  pursuant to Section 14(f) of the
Securities  Exchange  Act of  1934,  filed  with  the SEC on June  23,  2006 and
incorporated herein by reference.

      Lock-Up Agreements

      Incident to the  consummation  of the Merger and as of the  Closing  Date,
Mark A. Beemer and Lee L. Blank  entered into Lock-Up  Agreements  with Tompkins
Capital  Group  pursuant  to which  Messrs.  Beemer and Blank have agreed not to
offer,  sell or  otherwise  dispose  of all or a portion of the shares of Common
Stock acquired in connection with the Merger  Agreement,  without the consent of
Tompkins  Capital  Group,  during the period  commencing on the Closing Date and
ending on the 24-month  anniversary  of the Closing  Date.  Prior to their entry
into the Lock-Up Agreements, there was no material relationship between Tompkins
Capital Group and Messrs.  Beemer and. Blank.  The form of Lock-Up  Agreement is
attached hereto as Exhibit 10.6 and is herein incorporated by reference.

Item 3.02      Unregistered Sales of Equity Securities.

        Reference  is made to the  disclosure  set forth under Item 2.01 of this
Current  Report  on  Form  8-K,  which  disclosure  is  incorporated  herein  by
reference.

Item 5.01       Changes in Control of Registrant.

        Reference  is made to the  disclosure  set forth under Item 2.01 of this
Current  Report  on  Form  8-K,  which  disclosure  is  incorporated  herein  by
reference.

Item 5.02      Departure  of Directors  or  Principal  Officers;  Election of
          Directors; Appointment of Principal Officers.

        Reference  is made to the  disclosure  set forth under Item 2.01 of this
Current  Report  on  Form  8-K,  which  disclosure  is  incorporated  herein  by
reference.

Item 8.01       Other Events.

        The Company  announced  the closing of the Merger and the  Offering in a
press  release  issued on June 20,  2006,  a copy of which is filed  herewith as
Exhibit 99.1.

                                       6
Item 9.01.  Financial Statements and Exhibits.

      (a) Financial Statements of Businesses Acquired.

        The financial  statements  required by this Section will be filed within
71 calendar days after the date that this initial  Current Report on Form 8-K is
required to be filed.

      (d)  Exhibits.

   Exhibit No.   Description

   4.1           Form of Warrant issued to investors in the private offering
                 on June 19, 2006.

   10.1          Form of Agreement and Plan of Merger and Reorganization
                 dated June 19, 2006 among Alternative Energy Sources, Inc.,
                 Beemer Acquisition Corp. and Beemer Energy, Inc.

   10.2          Form of Subscription Agreement dated June 19, 2006 among
                 Alternative Energy Sources, Inc., Beemer Energy, Inc. and
                 investors in the private offering.

   10.3          Form of Registration Rights Agreement dated June 19, 2006
                 among Alternative Energy Sources, Inc. and investors in the
                 private offering.

   10.4          Form of Employment Agreement dated June 19, 2006 between
                 Alternative Energy Sources, Inc. and Mark A. Beemer.

   10.5          Form of Employment Agreement dated June 19, 2006 between
                 Alternative Energy Sources, Inc. and Lee L. Blank.

   10.6          Form of Lock-Up Agreement dated June 19, 2006 between
                 Tompkins Capital Group and each of Mark A. Beemer and Lee L.
                 Blank.

   99.1          Press Release dated June 20, 2006.

                                       7
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 A. Beemer
                                              ---------------------------------
                                          Name: Mark A. Beemer
                                          Title: Chief Executive Officer

                                          Date: June 23, 2006

                                       8
EXHIBIT INDEX

   Exhibit No.   Description

   4.1           Form of Warrant issued to investors in the private offering
                 on June 19, 2006.

   10.1          Form of Agreement and Plan of Merger and Reorganization
                 dated June 19, 2006 among Alternative Energy Sources, Inc.,
                 Beemer Acquisition Corp. and Beemer Energy, Inc.

   10.2          Form of Subscription Agreement dated June 19, 2006 among
                 Alternative Energy Sources, Inc., Beemer Energy, Inc. and
                 investors in the private offering.

   10.3          Form of Registration Rights Agreement dated June 19, 2006
                 among Alternative Energy Sources, Inc. and investors in the
                 private offering.

   10.4          Form of Employment Agreement dated June 19, 2006 between
                 Alternative Energy Sources, Inc. and Mark A. Beemer.

   10.5          Form of Employment Agreement dated June 19, 2006 between
                 Alternative Energy Sources, Inc. and Lee L. Blank

   10.6          Form of Lock-Up Agreement dated June 19, 2006 between
                 Tompkins Capital Group and each of Mark A. Beemer and Lee L.
                 Blank.

   99.1          Press Release dated June 20, 2006.

                                       9