UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2011~~2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number: 000-53451

ALTERNATE ENERGY HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

	Nevada	20-5689191
	(State or other jurisdiction of	(I.R.S. Employer
	incorporation or organization)	Identification No.)

	911 E. Winding Creek Dr., Suite 150, Eagle, Idaho	83616
	(Address of principal executive offices)	(Zip Code)

(208) 939-9311

(Registrant’s telephone number, including area code)

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 ý No o

Indicate by check mark whether the registrant has submitted electronically and where posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large Accelerated Filer o Accelerated Filer o

Non- Accelerated Filer o Smaller reporting company ý

(Do not check if a smaller reporting company)

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yeso No ý

As of ~~November~~May 2115, ~~2011~~2012, there were ~~325~~326,~~962~~562,791 shares of common stock, $0.001 par value per share, outstanding.

ALTERNATE ENERGY HOLDINGS, INC.

TABLE OF CONTENTS

		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition And Results of Operations.	1819
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2223
Item 4.	Controls And Procedures.	2324
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	2324
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	2325
Item 3.	Defaults Upon Senior Securities.	2425
Item 4.	~~[Removed~~Mine ~~and~~Safety ~~Reserved]~~Disclosures - Not Applicable	2425
Item 5.	Other Information.	2425
Item 6.	Exhibits.	2425
SIGNATURES		2426

the terms “we”, “us”, “our”, “Company” , “AEHI” and “Alternate Energy Holdings” refer to Alternate Energy Holdings, Inc. and our wholly owned subsidiaries.

- 2 -

PART I - FINANCIAL INFORMATION

ALTERNATE ENERGY HOLDINGS, INC. ~~(A Development Stage Company) CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2011 (Unaudited) AND 2010~~

ASSETS
	September 30
	2011			December 31
	Unaudited			2010
CURRENT ASSETS:
Cash and Cash Equivalents	$	1,026,473		$	234,426
Accounts Receivable		101,400			0
Short-Term Investments		3,866,686			6,916,498
Total Current Assets		4,994,559			7,150,924
PROPERTY AND EQUIPMENT - Net		64,330			70,595
OTHER ASSET
Assets Held for Sale - Energy Neutral Model Home		-			278,000
Construction in Progress - Energy Neutral Homes		184,132			298,657
Security Deposit		-			3,000
Total Other Assets		184,132			579,657
TOTAL ASSETS	$	5,243,021		$	7,801,176
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable	$	87,944		$	166,577
Due to Employee		-			60,000
Accrued Payroll		-			25,000
Total Current Liabilities		87,944			251,577
STOCKHOLDERS' EQUITY:
Common Stock, par value $.001, 500,000,000 shares authorized; 325,962,791 issued and 325,562,791 outstanding and 325,087,791 issued and 324,687,791 outstanding, respectively		325,963			325,086
Additional Paid in Capital		27,255,903			27,063,780
Accumulated Other Comprehensive Income(Loss)		(138,520	)		(243,773	)
Treasury Stock (400,000 shares at cost)		(20,000	)		(20,000	)
Deficit Accumulated During Development Stage		(22,268,269	)		(19,575,494	)
Total Stockholders' Equity		5,155,077			7,549,599
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,243,021		$	7,801,176

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

MARCH 31, 2012 (Unaudited) AND DECEMBER 31, 2011

ASSETS	March 31, 2012 Unaudited			December 31 2011
CURRENT ASSETS:
Cash and Cash Equivalents	$	571,078		$	268,691
Cash - Escrow		2,565,000			2,018,500
Prepaid Expenses		-			5,604
Short-Term Investments		-			1,540,655

Total Current Assets		3,136,078			3,833,450

PROPERTY AND EQUIPMENT - Net		57,789			61,099

OTHER ASSET
Payette County - Site Work		8,718			-

Total Other Asset		8,718			-


TOTAL ASSETS	$	3,202,585		$	3,894,549


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts Payable	$	78,333		$	102,782
Due to Related Party		46,000			-

Total Current Liabilities		124,333			102,782

STOCKHOLDERS' EQUITY:
Common Stock, par value $.001, 500,000,000 shares authorized; 326,562,791 issued and 326,162,791 outstanding and 325,962,791 issued and 325,562,791 outstanding, respectively		326,563			325,963
Additional Paid in Capital		27,285,303			27,255,903
Accumulated Other Comprehensive Income(Loss)		1,303			(102,439	)
Treasury Stock (400,000 shares at cost)		(20,000	)		(20,000	)
Deficit Accumulated During Development Stage		(24,514,917	)		(23,667,660	)

Total Stockholders' Equity		3,078,252			3,791,767

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,202,585		$	3,894,549

The accompanying notes are an integral part of these consolidated financial statements.

- 3 -

ALTERNATE ENERGY HOLDINGS, INC. (A Development Stage Company) CONSOLIDATED INCOME STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010 AND THE PERIOD FROM INCEPTION (AUGUST 29, 2005) THROUGH SEPTEMBER 30, 2011 (Unaudited)

	Three Months			Three Months			Nine Months			Nine Months			Inception to
	September 30			September 30			September 30			September 30			September 30
	2011			2010			2011			2010			2011
REVENUES	$	160,000		$	-		$	702,900		$	-		$	702,900
COST OF SALES		160,891			-			682,698			-			682,698
GROSS PROFIT		(891	)		-			20,202			-			20,202
OPERATING EXPENSES:
General and Administrative Expenses		1,060,909			1,860,245			2,693,993			6,224,818			23,451,984
NET LOSS FROM OPERATIONS		(1,061,800	)		(1,860,245	)		(2,673,791	)		(6,224,818	)		(23,431,782	)
OTHER INCOME (EXPENSE)
Investment Income		61,653			75,042			206,717			87,344			371,671
Miscellaneous Income		-			-			-			3,707			9,186
(Loss) Gain on Sales of Investments		(106,933	)		149,136			(225,653	)		149,136			(74,891	)
Impairment on Deposit		-			-						-			(100,000	)
Impairment on Asset Held for Sale		-			-			-			-			(38,419	)
Interest Expense		-			(392	)		(48	)		(474	)		(4,034	)
Total Other Income (Expense)		(45,280	)		223,786			(18,984	)		239,713			163,513
LOSS BEFORE NON-CONTROLLING INTEREST IN VARIABLE INTEREST ENTITY		(1,107,080	)		(1,636,459	)		(2,692,775	)		(5,985,105	)		(23,268,269	)
Non-Controlling Interest in Variable Interest Entity		-			-			-			-			1,000,000
Net Loss	$	(1,107,080	)	$	(1,636,459	)	$	(2,692,775	)	$	(5,985,105	)	$	(22,268,269	)
BASIC AND DILUTED
NET LOSS PER COMMON STOCK	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
WEIGHTED AVERAGE SHARES OUTSTANDING		325,941,958			320,823,389			325,636,402			264,348,882

(A Development Stage Company)

CONSOLIDATED COMPREHENSIVE LOSS STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

AND THE PERIOD FROM INCEPTION (AUGUST 29, 2005) THROUGH MARCH 31, 2012 (Unaudited)

	Three Months March 31 2012			Three Months March 31 2011			Inception to March 31 2012

REVENUES	$	-		$	169,000		$	923,650

COST OF SALES		-			161,588			929,237

GROSS PROFIT		-			7,412			(5,587	)

OPERATING EXPENSES:
General and Administrative Expenses		665,788			660,656			25,342,026

NET LOSS FROM OPERATIONS		(665,788	)		(653,244	)		(25,347,613	)

OTHER INCOME (EXPENSE)
Investment Income		24,844			77,249			466,461
Miscellaneous Income		-			-			9,186
Loss on Sales of Investments		(206,313	)		(90,985	)		(500,498	)
Impairment on Deposit		-			-			(100,000	)
Impairment on Asset Held for Sale		-			-			(38,419	)
Interest Expense		-			(41	)		(4,034	)
Total Other Income (Expense)		(181,469	)		(13,777	)		(167,304	)

Loss before Non-Controlling Interest in Variable Interest Entity		(847,257	)		(667,021	)		(25,514,917	)

Non-Controlling Interest in Variable Interest Entity		-			-			1,000,000

Net Loss Before Income Tax		(847,257	)		(667,021	)		(24,514,917	)

Income Tax Expense		-			-			-

NET LOSS	$	(847,257	)	$	(667,021	)	$	(24,514,917	)

OTHER COMPREHENSIVE INCOME, NET OF TAX
Unrealized Holding Gain Arising During the Period		103,742			44,743

COMPREHENSIVE LOSS	$	(743,515	)	$	(622,278	)



Earning Per Share:
Basic and Diluted Net Loss per Common Stock	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE SHARES OUTSTANDING		326,436,791			325,087,791

The accompanying notes are an integral part of these consolidated financial statements.

- 4 -

ALTERNATE ENERGY HOLDINGS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
AND THE PERIOD FROM INCEPTION (AUGUST 29, 2005) THROUGH SEPTEMBER 30, 2011 (Unaudited)
	Price per Share		Number of Common Shares Issued		Common Stock		Additional Paid in Capital			Treasury Stock			Accumulated Other Comprehensive Income		Net Loss			Total
Founder Shares issued August 29, 2005		-		14,800,000	$	14,800	$	(14,800	)	$	-		$	-	$	-		$	-
Issuance of Common Stock for Services
October		0.0176		3,249,999		3,250		54,250			-			-		-			57,500
Amortization of common stock for services
October				-		-		8,750			-			-		-			8,750
November				-		-		8,750			-			-		-			8,750
December				-		-		8,750			-			-		-			8,750
Issuance of Common Stock for Payables:
September		0.0417		600,000		600		24,400			-			-		-			25,000
November		0.0500		300,000		300		14,700			-			-		-			15,000
Net Loss				-		-		-			-			-		(100,692	)		(100,692	)
Balances, December 31, 2005				18,949,999		18,950		104,800			-			-		(100,692	)		23,058
Nussential Holdings Inc. shareholders prior to merger		-		4,252,088		4,252		(4,252	)		-			-		-			-
Issuance of Common Stock for Services
September		1.0077		1,149,999		1,150		1,157,599			-			-		-			1,158,749
November		0.9000		100,000		100		89,900			-			-		-			90,000
Amortization of common stock for services
January				-		-		8,750			-			-		-			8,750
February				-		-		8,750			-			-		-			8,750
March				-		-		8,750			-			-		-			8,750
April				-		-		8,750			-			-		-			8,750
May				-		-		8,750			-			-		-			8,750
June				-		-		8,750			-			-		-			8,750
July				-		-		8,750			-			-		-			8,750
August				-		-		8,750			-			-		-			8,750
Issuance of Common Stock for Cash
March		0.0500		1,000,000		1,000		49,000			-			-		-			50,000
May		0.0500		400,000		400		19,600			-			-		-			20,000
June		0.0500		100,000		100		4,900			-			-		-			5,000
October		0.6465		273,000		273		176,227			-			-		-			176,500
November		0.3333		116,000		116		38,550			-			-		-			38,666
December		0.4244		75,000		75		31,758			-			-		-			31,833
Purchase of Treasury Stock				-		-		-			(20,000	)		-		-			(20,000	)
Net Loss				-		-		-			-			-		(1,394,711	)		(1,394,711	)
Balances, December 31, 2006				26,416,086		26,416		1,738,082			(20,000	)		-		(1,495,403	)		249,095
Issuance of Common Stock for Services
February		0.5000		920,000		920		459,080			-			-		-			460,000
March		0.5000		300,000		300		149,700			-			-		-			150,000
April		0.2500		100,000		100		24,900			-			-		-			25,000
June		0.2500		550,000		550		136,950			-			-		-			137,500
August		0.4000		531,552		532		212,089			-			-		-			212,621
September		0.1055		4,583,200		4,583		478,697			-			-		-			483,280
October		0.4000		366,400		366		146,194			-			-		-			146,560
November		0.1453		457,000		457		65,943			-			-		-			66,400
December		0.1000		57,500		58		5,692			-			-		-			5,750
Issuance of Common Stock for Cash
January		0.5300		23,000		23		12,227			-			-		-			12,250
February		0.5000		55,000		55		27,445			-			-		-			27,500
March		0.5000		10,000		10		4,990			-			-		-			5,000
April		0.4000		25,000		25		9,975			-			-		-			10,000
May		0.2500		206,000		206		51,294			-			-		-			51,500
June		0.2389		180,000		180		42,820			-			-		-			43,000
July		0.2500		2,591,000		2,591		645,159			-			-		-			647,750
August		0.2494		2,521,036		2,521		626,238			-			-		-			628,759
September		0.2500		64,000		64		15,936			-			-		-			16,000
October		0.2500		20,000		20		4,980			-			-		-			5,000
November		0.2000		287,500		287		57,213			-			-		-			57,500
December		0.1000		2,451,000		2,451		242,649			-			-		-			245,100
Net Loss				-		-		-			-			-		(3,394,200	)		(3,394,200	)
Balances, December 31, 2007				42,715,274	$	42,715	$	5,158,253		$	(20,000	)	$	-	$	(4,889,603	)	$	291,365

ALTERNATE ENERGY HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

AND THE PERIOD FROM INCEPTION (AUGUST 29, 2005) THROUGH MARCH 31, 2012 (Unaudited)

2005	Price per Share		Number of Common Shares Issued		Common Stock		Additional Paid in Capital			Treasury Stock			Accumulated Other Comprehensive Income		Net Loss			Total
Founder Shares issued August 29, 2005		-		14,800,000	$	14,800	$	(14,800	)	$	-		$	-	$	-		$	-
Issuance of Common Stock for Services
October		0.0176		3,249,999		3,250		54,250			-			-		-			57,500
Amortization of common stock for services
October				-		-		8,750			-			-		-			8,750
November				-		-		8,750			-			-		-			8,750
December				-		-		8,750			-			-		-			8,750
Issuance of Common Stock for Payables:
September		0.0417		600,000		600		24,400			-			-		-			25,000
November		0.0500		300,000		300		14,700			-			-		-			15,000
Net Loss				-		-		-			-			-		(100,692	)		(100,692	)
Balances, December 31, 2005				18,949,999		18,950		104,800			-			-		(100,692	)		23,058
2006
Nussential Holdings Inc. shareholders prior to merger		-		4,252,088		4,252		(4,252	)		-			-		-			-
Issuance of Common Stock for Services
September		1.0077		1,149,999		1,150		1,157,599			-			-		-			1,158,749
November		0.9000		100,000		100		89,900			-			-		-			90,000
Amortization of common stock for services
January				-		-		8,750			-			-		-			8,750
February				-		-		8,750			-			-		-			8,750
March				-		-		8,750			-			-		-			8,750
April				-		-		8,750			-			-		-			8,750
May				-		-		8,750			-			-		-			8,750
June				-		-		8,750			-			-		-			8,750
July				-		-		8,750			-			-		-			8,750
August				-		-		8,750			-			-		-			8,750
Issuance of Common Stock for Cash
March		0.0500		1,000,000		1,000		49,000			-			-		-			50,000
May		0.0500		400,000		400		19,600			-			-		-			20,000
June		0.0500		100,000		100		4,900			-			-		-			5,000
October		0.6465		273,000		273		176,227			-			-		-			176,500
November		0.3333		116,000		116		38,550			-			-		-			38,666
December		0.4244		75,000		75		31,758			-			-		-			31,833
Purchase of Treasury Stock				-		-		-			(20,000	)		-		-			(20,000	)
Net Loss				-		-		-			-			-		(1,394,711	)		(1,394,711	)
Balances, December 31, 2006				26,416,086		26,416		1,738,082			(20,000	)		-		(1,495,403	)		249,095
2007
Issuance of Common Stock for Services
February		0.5000		920,000		920		459,080			-			-		-			460,000
March		0.5000		300,000		300		149,700			-			-		-			150,000
April		0.2500		100,000		100		24,900			-			-		-			25,000
June		0.2500		550,000		550		136,950			-			-		-			137,500
August		0.4000		531,552		532		212,089			-			-		-			212,621
September		0.1055		4,583,200		4,583		478,697			-			-		-			483,280
October		0.4000		366,400		366		146,194			-			-		-			146,560
November		0.1453		457,000		457		65,943			-			-		-			66,400
December		0.1000		57,500		58		5,692			-			-		-			5,750
Issuance of Common Stock for Cash
January		0.5300		23,000		23		12,227			-			-		-			12,250
February		0.5000		55,000		55		27,445			-			-		-			27,500
March		0.5000		10,000		10		4,990			-			-		-			5,000
April		0.4000		25,000		25		9,975			-			-		-			10,000
May		0.2500		206,000		206		51,294			-			-		-			51,500
June		0.2389		180,000		180		42,820			-			-		-			43,000
July		0.2500		2,591,000		2,591		645,159			-			-		-			647,750
August		0.2494		2,521,036		2,521		626,238			-			-		-			628,759
September		0.2500		64,000		64		15,936			-			-		-			16,000
October		0.2500		20,000		20		4,980			-			-		-			5,000
November		0.2000		287,500		287		57,213			-			-		-			57,500
December		0.1000		2,451,000		2,451		242,649			-			-		-			245,100
Net Loss				-		-		-			-			-		(3,394,200	)		(3,394,200	)
Balances, December 31, 2007				42,715,274	$	42,715	$	5,158,253		$	(20,000	)	$	-	$	(4,889,603	)	$	291,365

The accompanying notes are an integral part of these consolidated financial statements.

- 5 -

ALTERNATE ENERGY HOLDINGS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
AND THE PERIOD FROM INCEPTION (AUGUST 29, 2005) THROUGH SEPTEMBER 30, 2011 (Unaudited)
												Accumulated
			Number of				Additional					Other
	Price per		Common		Common		Paid in		Treasury			Comprehensive		Net
	Share		Shares Issued		Stock		Capital		Stock			Income		Loss			Total
Issuance of Common Stock for Services
January		0.1000		1,312,250		1,312		129,913		-			-		-			131,225
February		0.1000		70,000		70		6,930		-			-		-			7,000
March		0.1000		183,250		183		18,142		-			-		-			18,325
April		0.1000		20,000		20		1,980		-			-		-			2,000
May		0.1000		14,556,875		14,557		1,441,131		-			-		-			1,455,688
June		0.1000		4,365,342		4,365		432,169		-			-		-			436,534
July		0.2000		798,625		798		158,927		-			-		-			159,725
August		0.2000		71,500		72		14,228		-			-		-			14,300
September		0.2000		25,430		25		5,061		-			-		-			5,086
October		0.2000		207,147		207		41,222		-			-		-			41,429
November		0.2000		10,853		11		2,160		-			-					2,171
December		0.1000		3,140,777		3,141		310,934		-			-					314,075
Issuance of Common Stock for Cash
January		0.1000		7,720,000		7,720		764,280		-			-		-			772,000
February		0.1000		1,120,750		1,121		110,954		-			-		-			112,075
March		0.1000		225,000		225		22,275		-			-		-			22,500
April		0.1000		250,000		250		24,750		-			-		-			25,000
May		0.1000		50,000		50		4,950		-			-		-			5,000
June		0.1000		576,000		576		57,024		-			-		-			57,600
July		0.1021		307,301		308		31,072		-			-		-			31,380
August		0.1549		182,000		182		28,018		-			-		-			28,200
September		0.2609		153,666		154		39,946		-			-		-			40,100
December		0.1000		125,000		125		12,375		-			-		-			12,500
Net Loss				-		-		-		-			-		(3,820,601	)		(3,820,601	)
Balances, December 31, 2008				78,187,040		78,187		8,816,694		(20,000	)		-		(8,710,204	)		164,677
Issuance of Common Stock for Services
January		0.1000		395,290		395		39,134		-			-		-			39,529
March		0.0500		138,065		138		6,765		-			-		-			6,903
April		0.0500		18,425,000		18,425		902,825		-			-		-			921,250
May		0.0500		945,400		945		46,325		-			-		-			47,270
June		0.0500		718,500		719		35,206		-			-		-			35,925
July		0.0500		755,000		755		36,995		-			-		-			37,750
August		0.0500		1,567,957		1,568		76,830		-			-		-			78,398
September		0.0500		1,431,340		1,431		70,136		-			-		-			71,567
October		0.0500		50,000		50		2,450		-			-		-			2,500
November		0.0500		441,580		442		21,637		-			-		-			22,079
December		0.0500		3,914,400		3,915		191,805		-			-		-			195,720
Issuance of Common Stock for Contract Option Fee
December		0.0500		500,000		500		24,500		-			-		-			25,000
Issuance of Common Stock for Cash
January		0.1000		25,000		25		2,475		-			-		-			2,500
February		0.0500		800,000		800		39,200		-			-		-			40,000
March		0.0500		330,600		330		16,200		-			-		-			16,530
April		0.0500		1,745,000		1,745		85,505		-			-		-			87,250
May		0.0500		700,000		700		34,300		-			-		-			35,000
June		0.0500		4,345,000		4,345		212,905		-			-		-			217,250
August		0.0500		440,000		440		21,560		-			-		-			22,000
September		0.0500		2,470,000		2,470		121,030		-			-		-			123,500
October		0.0500		3,509,000		3,509		171,941		-			-		-			175,450
November		0.0500		5,338,700		5,339		261,596		-			-		-			266,935
December		0.0500		8,977,236		8,977		439,933		-			-		-			448,910
Net Loss				-		-		-		-			-		(2,377,568	)		(2,377,568	)
Balances, December 31, 2009				136,150,108		136,150		11,677,947		(20,000	)		-		(11,087,772	)		706,325

ALTERNATE ENERGY HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

AND THE PERIOD FROM INCEPTION (AUGUST 29, 2005) THROUGH MARCH 31, 2012 (Unaudited)

2008	Price per Share		Number of Common Shares Issued		Common Stock		Additional Paid in Capital		Treasury Stock			Accumulated Other Comprehensive Income		Net Loss			Total
Issuance of Common Stock for Services
January		0.1000		1,312,250		1,312		129,913		-			-		-			131,225
February		0.1000		70,000		70		6,930		-			-		-			7,000
March		0.1000		183,250		183		18,142		-			-		-			18,325
April		0.1000		20,000		20		1,980		-			-		-			2,000
May		0.1000		14,556,875		14,557		1,441,131		-			-		-			1,455,688
June		0.1000		4,365,342		4,365		432,169		-			-		-			436,534
July		0.2000		798,625		798		158,927		-			-		-			159,725
August		0.2000		71,500		72		14,228		-			-		-			14,300
September		0.2000		25,430		25		5,061		-			-		-			5,086
October		0.2000		207,147		207		41,222		-			-		-			41,429
November		0.2000		10,853		11		2,160		-			-					2,171
December		0.1000		3,140,777		3,141		310,934		-			-					314,075
Issuance of Common Stock for Cash
January		0.1000		7,720,000		7,720		764,280		-			-		-			772,000
February		0.1000		1,120,750		1,121		110,954		-			-		-			112,075
March		0.1000		225,000		225		22,275		-			-		-			22,500
April		0.1000		250,000		250		24,750		-			-		-			25,000
May		0.1000		50,000		50		4,950		-			-		-			5,000
June		0.1000		576,000		576		57,024		-			-		-			57,600
July		0.1021		307,301		308		31,072		-			-		-			31,380
August		0.1549		182,000		182		28,018		-			-		-			28,200
September		0.2609		153,666		154		39,946		-			-		-			40,100
December		0.1000		125,000		125		12,375		-			-		-			12,500
Net Loss				-		-		-		-			-		(3,820,601	)		(3,820,601	)
Balances, December 31, 2008				78,187,040		78,187		8,816,694		(20,000	)		-		(8,710,204	)		164,677
2009
Issuance of Common Stock for Services
January		0.1000		395,290		395		39,134		-			-		-			39,529
March		0.0500		138,065		138		6,765		-			-		-			6,903
April		0.0500		18,425,000		18,425		902,825		-			-		-			921,250
May		0.0500		945,400		945		46,325		-			-		-			47,270
June		0.0500		718,500		719		35,206		-			-		-			35,925
July		0.0500		755,000		755		36,995		-			-		-			37,750
August		0.0500		1,567,957		1,568		76,830		-			-		-			78,398
September		0.0500		1,431,340		1,431		70,136		-			-		-			71,567
October		0.0500		50,000		50		2,450		-			-		-			2,500
November		0.0500		441,580		442		21,637		-			-		-			22,079
December		0.0500		3,914,400		3,915		191,805		-			-		-			195,720
Issuance of Common Stock for Contract Option Fee
December		0.0500		500,000		500		24,500		-			-		-			25,000
Issuance of Common Stock for Cash
January		0.1000		25,000		25		2,475		-			-		-			2,500
February		0.0500		800,000		800		39,200		-			-		-			40,000
March		0.0500		330,600		330		16,200		-			-		-			16,530
April		0.0500		1,745,000		1,745		85,505		-			-		-			87,250
May		0.0500		700,000		700		34,300		-			-		-			35,000
June		0.0500		4,345,000		4,345		212,905		-			-		-			217,250
August		0.0500		440,000		440		21,560		-			-		-			22,000
September		0.0500		2,470,000		2,470		121,030		-			-		-			123,500
October		0.0500		3,509,000		3,509		171,941		-			-		-			175,450
November		0.0500		5,338,700		5,339		261,596		-			-		-			266,935
December		0.0500		8,977,236		8,977		439,933		-			-		-			448,910
Net Loss				-		-		-		-			-		(2,377,568	)		(2,377,568	)
Balances, December 31, 2009				136,150,108		136,150		11,677,947		(20,000	)		-		(11,087,772	)		706,325

The accompanying notes are an integral part of these consolidated financial statements.

- 6 -

ALTERNATE ENERGY HOLDINGS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
AND THE PERIOD FROM INCEPTION (AUGUST 29, 2005) THROUGH SEPTEMBER 30, 2011 (Unaudited)
														Accumulated
			Number of						Additional					Other
	Price per		Common			Common			Paid in		Treasury			Comprehensive			Net
	Share		Shares Issued			Stock			Capital		Stock			Income			Loss			Total
Issuance of Common Stock for Services
January		0.0500		17,500,000			17,500			857,500		-			-			-			875,000
February		0.0500		20,475,200			20,475			1,003,285		-			-			-			1,023,760
March		0.0500		1,307,546			1,308			64,069		-			-			-			65,377
April		0.0500		735,800			735			36,055		-			-			-			36,790
May		0.1000		100,000			100			9,900		-			-			-			10,000
June		0.1000		5,500,000			5,500			544,500		-			-			-			550,000
July		0.1500		5,854,465			5,854			872,316		-			-			-			878,170
August		0.5000		462,000			462			230,538		-			-			-			231,000
October		0.7000		145,000			145			101,355		-			-			-			101,500
November		0.7365		2,056,030			2,056			1,512,124		-			-			-			1,514,180
Issuance of Common Stock for Contract Option Fee
August		0.4000		500,000			500			199,500		-			-			-			200,000
September		0.7000		250,000			250			174,750		-			-			-			175,000
Issuance of Common Stock for Cash
January		0.0500		4,691,240			4,691			229,871		-			-			-			234,562
February		0.0500		42,188,960			42,189			2,067,259		-			-			-			2,109,448
March		0.0500		30,048,710			30,049			1,472,387		-			-			-			1,502,436
April		0.0500		4,610,000			4,610			225,890		-			-			-			230,500
May		0.1000		44,028,600			44,029			4,358,831		-			-			-			4,402,860
June		0.1000		7,348,580			7,349			727,509		-			-			-			734,858
July		0.4000		65,000			65			25,935		-			-			-			26,000
August		0.5000		425,000			425			212,075		-			-			-			212,500
September		0.7400		223,547			224			165,200		-			-			-			165,424
October		0.7000		279,145			279			195,123		-			-			-			195,402
November		0.7000		142,860			143			99,859		-			-			-			100,002
Comprehensive Loss:
Unrealized Loss on Short-Term Investments				-			-			-		-			(243,773	)		-			(243,773	)
Net Loss				-			-			-		-			-			(8,487,722	)		(8,487,722	)
Total Comprehensive Loss				-			-			-		-			-			-			(8,731,495	)
Balance - December 31, 2010				325,087,791		$	325,088		$	27,063,778	$	(20,000	)	$	(243,773	)	$	(19,575,494	)	$	7,549,599
Issuance of Common Stock for Services
April		0.1000		100,000			100			9,900		-			-			-			10,000
May		0.1031		1,750,000			1,750			178,750		-			-			-			180,500
September		0.1000		25,000			25			2,475		-			-			-			2,500
Cancellation of Common Stock for Services
June		0.7300		(1,000,000	)		(1,000	)		1,000		-			-			-			-
Comprehensive Loss:
Unrealized Gain on Short-Term Investments				-			-			-		-			105,253			-			105,253
Net Loss				-			-			-		-			-			(2,692,775	)		(2,692,775	)
Total Comprehensive Loss				-			-			-		-			-			-			(2,587,522
Balance - September 30, 2011				325,952,791		$	325,963		$	27,255,903	$	(20,000	)	$	(138,520	)	$	(22,268,269	)	$	5,155,077

ALTERNATE ENERGY HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

AND THE PERIOD FROM INCEPTION (AUGUST 29, 2005) THROUGH MARCH 31, 2012 (Unaudited)

2010	Price per Share		Number of Common Shares Issued			Common Stock			Additional Paid in Capital		Treasury Stock			Accumulated Other Comprehensive Income			Net Loss			Total
Issuance of Common Stock for Services
January		0.0500		17,500,000			17,500			857,500		-			-			-			875,000
February		0.0500		20,475,200			20,475			1,003,285		-			-			-			1,023,760
March		0.0500		1,307,546			1,308			64,069		-			-			-			65,377
April		0.0500		735,800			735			36,055		-			-			-			36,790
May		0.1000		100,000			100			9,900		-			-			-			10,000
June		0.1000		5,500,000			5,500			544,500		-			-			-			550,000
July		0.1500		5,854,465			5,854			872,316		-			-			-			878,170
August		0.5000		462,000			462			230,538		-			-			-			231,000
October		0.7000		145,000			145			101,355		-			-			-			101,500
November		0.7365		2,056,030			2,056			1,512,124		-			-			-			1,514,180
Issuance of Common Stock for Contract Option Fee
August		0.4000		500,000			500			199,500		-			-			-			200,000
September		0.7000		250,000			250			174,750		-			-			-			175,000
Issuance of Common Stock for Cash
January		0.0500		4,691,240			4,691			229,871		-			-			-			234,562
February		0.0500		42,188,960			42,189			2,067,259		-			-			-			2,109,448
March		0.0500		30,048,710			30,049			1,472,387		-			-			-			1,502,436
April		0.0500		4,610,000			4,610			225,890		-			-			-			230,500
May		0.1000		44,028,600			44,029			4,358,831		-			-			-			4,402,860
June		0.1000		7,348,580			7,349			727,509		-			-			-			734,858
July		0.4000		65,000			65			25,935		-			-			-			26,000
August		0.5000		425,000			425			212,075		-			-			-			212,500
September		0.7400		223,547			224			165,200		-			-			-			165,424
October		0.7000		279,145			279			195,123		-			-			-			195,402
November		0.7000		142,860			143			99,859		-			-			-			100,002
Net Loss				-			-			-		-			-			(8,487,722	)		(8,487,722	)
Other Comprehensive Loss				-			-			-		-			(243,773	)		-			(243,773	)
Balance - December 31, 2010				325,087,791		$	325,088		$	27,063,778	$	(20,000	)	$	(243,773	)	$	(19,575,494	)	$	7,549,599
2011
Issuance of Common Stock for Services
April		0.1000		100,000			100			9,900		-			-			-			10,000
May		0.1031		1,750,000			1,750			178,750		-			-			-			180,500
September		0.1000		25,000			25			2,475		-			-			-			2,500
Cancellation of Common Stock for Services
June		0.7300		(1,000,000	)		(1,000	)		1,000		-			-			-			-
Net Loss				-			-			-		-			-			(4,092,166	)		(4,092,166	)
Other Comprehensive Income				-			-			-		-			141,334			-			141,334
Balance - December 31, 2011				325,962,791			325,963			27,255,903		(20,000	)		(102,439	)		(23,667,660	)		3,791,767
2012
Issuance of Common Stock for Services
March		0.0500		600,000			600			29,400		-			-			-			30,000
Net Loss				-			-			-		-			-			(847,257	)		(847,257	)
Other Comprehensive Income				-			-			-		-			103,742			-			103,742
Balance - March 31, 2012				326,562,791			326,563			27,285,303		(20,000	)		1,303			(24,514,917	)		3,078,252

The accompanying notes are an integral part of these consolidated financial statements.

- 7 -

ALTERNATE ENERGY HOLDINGS, INC. (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010 AND THE PERIOD FROM INCEPTION (AUGUST 29, 2005) THROUGH SEPTEMBER 30, 2011 (Unaudited)

	Nine Months			Nine Months			Inception to
	September 30			September 30			September 30
	2011			2010			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(2,692,775	)	$	(5,985,105	)	$	(22,268,269	)
Adjustments to reconcile Net Loss to Net Cash Used by Operating Activities -
Common Stock Issued for Services		193,000			3,829,114			12,629,836
Common Stock Issued for Contract Option Fee		-			375,000			400,000
Loss from Variable Interest Entity		-			-			(1,000,000	)
Impairment on Asset Held for Sale		-			-			38,419
Depreciation		10,999			11,793			19,893
Loss (Gain) on Sales of Investments		225,653			(149,136	)		74,891
Change in operating Assets and Liabilities -
Accounts Receivable		(101,400	)		0			(101,400	)
Security Deposits		3,000			-			-
Prepaid Expenses		-			(42,780	)		-
Construction in Progress - Energy Neutral Homes		114,525			-			(184,132	)
Accounts Payable		(78,633	)		42,995			87,944
Accrued Payroll		(25,000	)		-			-
Total Adjustments		342,144			4,066,986			11,965,451
Net Cash Used by Operating Activities		(2,350,631	)		(1,918,119	)		(10,302,818	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets		(4,734	)		(78,617	)		(84,223	)
Purchase of Short-Term Investments		(978,386	)		(6,749,099	)		(15,075,312	)
Proceeds from Sale of Short-Term Investments		3,907,798			6,898,235			10,956,796
Proceeds from Sale of Energy Neutral Model Home		278,000			-			278,000
Purchase of Energy Neutral Model Home		-			(312,666	)		(278,000	)
Net Cash Provided (Used) by Investing Activities		3,202,678			(242,147	)		(4,202,739	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Receipt of Cash for Common Stock		-			9,618,564			14,552,030
Proceeds from Short-Term Borrowings		-			50,582			50,582
Payments on Short-Term Borrowings					(50,582	)		(50,582	)
Cash Received from Non-Controlling Members		-			-			1,000,000
Purchase of Treasury Stock		-			-			(20,000	)
Advance from Related Party		106,914			-			106,914
Payment to Related Party		(106,914	)		-			(106,914	)
Payment to Employee		(60,000	)		-			(60,000	)
Advance from Employee		-			-			60,000
Net Cash (Used) Provided by Financing Activities		(60,000	)		9,618,564			15,532,030
NET INCREASE IN CASH		893,447			7,458,298			1,127,873
CASH - BEGINNING		234,426			597,577			-
CASH - ENDING	$	1,026,473		$	8,055,875		$	1,026,473
Supplemental Disclosures:
Cash paid for Income Taxes	$	-		$	-		$	-
Cash paid for Interest	$	48		$	392		$	4,034

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

AND THE PERIOD FROM INCEPTION (AUGUST 29, 2005) THROUGH MARCH 31, 2012 (Unaudited)

	Three Months March 31 2012			Three Months March 31 2011			Inception to March 31 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(847,257	)	$	(667,021	)	$	(24,514,917	)
Adjustments to reconcile Net Loss to Net Cash
Used by Operating Activities -
Common Stock Issued for Services		30,000			-			12,659,836
Common Stock Issued for Contract Option Fee		-			-			400,000
Loss from Variable Interest Entity		-			-			(1,000,000	)
Impairment on Asset Held for Sale		-			-			38,419
Depreciation		4,015			3,611			27,809
Loss (Gain) on Sales of Investments		206,313			90,985			500,498
Change in operating Assets and Liabilities -
Prepaid Expenses		5,604			-			-
Construction in Progress - Energy Neutral Homes		-			(204,658	)		-
Accounts Payable		(24,449	)		35,089			78,333
Accrued Payroll		-			25,500			-
Total Adjustments		221,483			(49,473	)		12,704,895
Net Cash Used by Operating Activities		(625,774	)		(716,494	)		(11,810,022	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets		(705	)		-			(85,598	)
Payette County Site work		(8,718	)		-			(8,718	)
Purchase of Short-Term Investments		(2,809,284	)		(645,756	)		(18,521,514	)
Proceeds from Sale of Short-Term Investments		4,247,368			1,406,997			17,983,900
Proceeds from Sale of Energy Neutral Model Home		-			278,000			278,000
Purchase of Energy Neutral Model Home		-			-			(278,000	)
Net Cash Provided (Used) by Investing Activities		1,428,661			1,039,241			(631,930	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Receipt of Cash for Common Stock		-			-			14,552,030
Proceeds from Short-Term Borrowings		-			-			50,582
Payments on Short-Term Borrowings		-			-			(50,582	)
Transfer to Escrow account		(2,565,000	)		-0-			4,583,500
Transfer from Escrow account		2,018,500			-0-			2,018,500
Cash Received from Non-Controlling Members		-			-			1,000,000
Purchase of Treasury Stock		-			-			(20,000	)
Due to Related Party		46,000			106,914			152,914
Payment to Related Party		-			(106,914	)		(106,914	)
Payment to Employee		-			(60,000	)		(60,000	)
Due to Employee		-			-			60,000
Net Cash (Used) Provided by Financing Activities		(500,500	)		(60,000	)		13,013,030

NET INCREASE IN CASH		302,387			262,747			571,078

CASH - BEGINNING		268,691			234,426			-

CASH - ENDING	$	571,078		$	497,173		$	571,078



Supplemental Disclosures:
Cash paid for Income Taxes	$	-		$	-		$	-
Cash paid for Interest	$	-		$	41		$	4,034

The accompanying notes are an integral part of these consolidated financial statements.

- 8 -

ALTERNATE ENERGY HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Alternate Energy Holdings, Inc., (and its subsidiaries Idaho Energy Complex, LLC, Green World Water, LLC, Energy Neutral, LLC and Reactor Development, LLC) formerly Nussentials Holdings Inc., is a development stage enterprise focused on the purchase, optimization and construction of green energy sources – primarily nuclear power plants. During 2011 and 2010, Energy Neutral LLC has completed the construction of a model “energy neutral” and five additional “energy neutral” homes in Boise, Idaho, which feature unique design elements as well as standard “energy neutral” elements, including the Energy Star Certification and solar power generation. The homes are designed and built with the goal of consuming less energy than they produce.

Sunbelt Energy Resources Inc. was formed on August 29, 2005 to operate in the alternate energy industry and has limited operational activity. In September 2006, Sunbelt acquired Nussential Holdings, Inc. by exchanging 17,900,000 shares of Sunbelt which represented 100% of the outstanding shares for 21,399,998 shares of common stock of Nussential Holdings Inc. As a result of the acquisition, the shareholders of Sunbelt owned a majority of the voting stock of Nussentials Holdings, Inc. which changed its name to Alternate Energy Holdings, Inc. The merger has been accounted for as a reverse merger whereby Alternate Energy Holdings, Inc. is the accounting acquirer resulting in a recapitalization of Alternate Energy Holdings, Inc.’s equity. In connection with and simultaneous to the reverse merger, Nussentials Corporation, a wholly owned subsidiary of Nussentials Holdings Inc. was transferred to Nussential Holdings, Inc. majority shareholder through issuance of 4,252,088 shares of common stock.

~~Use~~Our ~~of Estimates~~Company

~~The~~We ~~preparation~~are ofa ~~the~~holding ~~consolidated~~company ~~financial~~comprised ~~statements~~of infive ~~conformity~~operating ~~with~~corporate ~~accounting~~entities: ~~principles~~Idaho ~~generally~~Energy ~~accepted~~Complex, inLLC, ~~the~~Reactor ~~United~~Land ~~States~~Development, ofLLC, ~~America~~Energy ~~requires~~Neutral, ~~management~~LLC, toEnergy ~~make~~Neutral ~~estimates~~Development, LLC and ~~assumptions~~Green ~~that~~World ~~affect~~Water, ~~reported~~LLC ~~amounts~~(which ofwas ~~assets,~~formed ~~liabilities~~in 2010, ~~revenues~~ and ~~expenses~~has ~~and~~succeeded to the ~~disclosures~~business offormerly ~~contingent~~conducted ~~assets~~by ~~and~~a ~~liabilities. Accordingly~~fifth, ~~actual~~inactive ~~results~~subsidiary, ~~could~~International ~~differ~~Reactors ~~from those estimates~~Incorporated).

~~Cash~~Idaho ~~and~~Energy ~~Cash~~Complex, ~~Equivalents~~LLC

~~Alternate~~Idaho Energy, ~~Holdings~~an Idaho limited liability company and 100% wholly-owned subsidiary of the Company that was formed in March 2007, ~~Inc.~~is ~~considers~~the ~~all~~operating ~~highly~~entity ~~liquid~~for ~~investments~~our ~~with~~proposed an$10 ~~original~~billion ~~maturity~~nuclear complex near Payette, Idaho. Idaho Energy is the manager of ~~three~~Reactor ~~months~~Land orDevelopment ~~less~~LLC, a Delaware limited liability company that is attempting to beobtain ~~cash~~funding ~~equivalents~~for the nuclear facility land, water rights and the NRC operating license. ~~Cash~~Five ~~equivalents~~thousand ~~are~~acres ~~stated~~have atbeen ~~cost~~dedicated to the Project, which ~~approximates~~will ~~fair~~provide ~~value.~~enough ~~The~~electricity ~~Federal~~to ~~Deposit~~power ~~Insurance~~Idaho’s ~~Corporation~~growth, ~~insures~~as ~~balances~~well as generate income through the sale of uppower to ~~$250,000~~out-of-state ~~per~~markets. The ~~institution~~Payette atfacility ~~September~~will ~~30,~~feature ~~2011~~a ~~and~~new ~~December~~advanced ~~31,~~nuclear ~~2010~~reactor design that does not require large amounts of water for cooling. The ~~uninsured~~Company ~~balances~~plans atto ~~September~~build ~~30,~~up ~~2011~~to ~~and~~six ~~December~~advanced ~~31,~~reactors ~~2010~~at ~~were~~Idaho ~~$526,473~~Energy and ~~$-0-,~~operate ~~respectively~~as an Independent Power Product (“IPP”).

- 9 -

ALTERNATE ENERGY HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Reactor Land Development, LLC

Reactor Land Development, LLC, a 99% owned subsidiary of Idaho Energy, is a Delaware limited liability company. Reactor Land Development, LLC began operations in September 2007, with Idaho Energy as its manager. Its purpose is to acquire funding for land and water rights, permits and licenses, development rights and such other properties and services necessary to develop approved sites in Idaho for one or more nuclear reactors.

Energy Neutral, LLC

Energy Neutral™, a 100% wholly-owned subsidiary of the Company, was formed to assist homeowners, businesses and farmers to operate with minimal or no reliance on the electrical grid. Energy Neutral’s primary services are: design and construction of residential “energy neutral” homes, evaluating existing homes, businesses and farms for conservation and renewable energy potential; drafting plans to attain or approach energy neutrality; and working with wind, conservation and solar suppliers and installers to install products in the marketplace. During 2010 and early 2011, Energy Neutral completed construction of six “energy neutral” homes in Boise, Idaho, which feature unique design elements as well as standard “energy neutral” elements, including the Energy Star certification and solar power generation. All five homes and our model home were sold during the year of 2011, representing our first revenues, for gross sales proceeds of $923,650. We plan to begin franchising the concept to developers and builders in a few select markets starting during fiscal year 2012 through Energy Neutral Development, LLC, a wholly owned subsidiary of Energy Neutral, LLC.

Green World Water, LLC

Green World Water,™ a 100% wholly-owned subsidiary of the Company was formed in 2010 to assist developing countries with power generation, as well as the production of potable water. Green World Water has succeeded to the business of another Company subsidiary, International Reactors Incorporated, a Nevada corporation, which was formed in November 2007 but now is inactive. Green World Water seeks to construct, in conjunction with other third parties, commercial nuclear reactors on oceanfront sites, particularly in Africa and western-friendly Middle Eastern countries to co-generate clean energy and desalinate water. Green World Water believes that advanced nuclear technology can be used to address electrical energy needs while simultaneously producing fresh water from ocean intake. The Company has an agreement with China National Nuclear Corporation (CNNC) to produce desalinization reactors in China to market on a worldwide basis. The Company is currently marketing these reactors in the Middle East and Africa.

- 10 -

ALTERNATE ENERGY HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses and the disclosures of contingent assets and liabilities. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

Alternate Energy Holdings, Inc. considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. The Federal Deposit Insurance Corporation insures balances of up to $250,000 per institution at March 31, 2012 and December 31, 2011. The uninsured balances at March 31, 2012 and December 31, 2011 were $71,078 and $-0-, respectively.

Basic and Diluted Net Loss per Share

Basic and diluted net loss per share calculations are presented in accordance with FASB ASC 260-10, and are calculated on the basis of the weighted average number of common shares outstanding during the year. They include the dilutive effect of common stock equivalents in years with net income. Basic and diluted net loss per share are the same due to the absence of common stock equivalents.

Stock Based Compensation

Alternate Energy Holdings, Inc.’s non-employees, share-based expenses are recorded in accordance with FASB ASC 505-50. Alternate Energy Holdings, Inc. has not issued any stock options or stock warrants since its inception through ~~September~~March 3031, ~~2011~~2012. For the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011, 1600,~~500,~~000 ~~and~~valued 36at $30,000~~,000~~ and -0- shares of restricted stock were issued for officer/board services, respectively.

Fair Value Measurements

The Company considers fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company utilizes the following three-level fair value hierarchy to establish the priorities of the inputs used to measure fair value:

- ~~Level~~11 ~~1 – Quoted prices in active market for identical assets or liabilities.~~-

- Level 2 – Observable inputs other than quoted market prices included in Level 1, such as

quoted prices for similar assets and liabilities in active markets; quoted prices for identical or

similar assets and liabilities in markets that are not active; or other inputs that are observable or

can be corroborated by observable market data.

- Level 3 – Unobservable inputs that are supported by little or no market activity and that are

significant to the fair value of the assets or liabilities. This includes certain pricing models,

discounted cash flow methodologies and similar techniques that use significant unobservable

inputs.

ALTERNATE ENERGY HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

~~Comprehensive~~Fair ~~Income~~Value ~~(Loss)~~Measurements - continued

~~Comprehensive~~- ~~income~~Level ~~(loss)~~1 is– ~~comprised~~Quoted ofprices ~~net~~in ~~income~~active ~~(loss)~~market ~~and~~for ~~other~~identical ~~comprehensive~~assets ~~income~~or ~~(loss)~~liabilities. ~~Other Comprehensive income (loss) is primarily the result of unrealized gains and losses on Short-Term investments. The following table set forth the components of comprehensive income (loss):~~

	Three Months Ended						Nine Months Ended
	September 30,						September 30
	2011			2010			2011			2010
Net Loss	$	(1,107,080	)	$	(1,636,459	)	$	(2,692,775	)	$	(5,985,105	)
Unrealized Gain on Short-Term Investments		42,648			-0-			105,253			-0-
Comprehensive Income	$	(1,064,432	)	$	(1,636,459	)	$	(2,587,822	)	$	(5,985,105	)

Level 2 – Observable inputs other than quoted market prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Recently Issued Accounting Pronouncements

In June 2011, the FASB issued Accounting Standards Update (“ASU” 2011-05, Presentation of Comprehensive Income.) This ASU is intended to increase the prominence of other comprehensive income to financial statements by presenting components of net income and other comprehensive income in financial statements by presenting the components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or two separate, but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and it components in the statement of changes in stockholders’ equity. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance: therefore, adoption of the new guidance in the first quarter fiscal 2012 will not have any impact on the Company’s consolidated financial position, results of operations or cash flows.

While the new guidance changes the presentation of comprehensive income, there are changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. The adoption of the new guidance was effective for the first quarter 2012.

In May 2011, the FASB issued ASU 2011-04, (Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRSs”), which amends ACS 820, Fair Value Measurement. ASU 2011-04 does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within U.S. GAAP or IFRSs. ASU 2011-14 changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements.

11- 12 -

ALTERNATE ENERGY HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Recently Issued Accounting Pronouncements - continued

Additionally, ASU 2011-14 clarifies the FASB’s intent about the application of existing fair value measurements. ASU 2011-14 is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively; therefore, the Company ~~will~~has ~~adopt~~adopted ASU 2011-04 in its first quarter of fiscal 2012. ~~The Company does not expect the adoption of ASU 2011-04 to have a material impact on its consolidated financial statements.~~

Alternate Energy Holdings, Inc. does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on their financial position, results of operations, or cash flow.

Revenue Recognition on Sale of Real Estate

Sales and the associated gains and losses of real estate assets are recognized in accordance with the provisions of ASC Topic 360-20., “Property, Plant and Equipment – Real Estate Sale”. The specific timing of a sale is measured against various criteria in ASC Topic 360-20 related to the transaction and any continuing involvement in the form of management of financial assistance associated with the properties.

The Company utilizes the full accrual method and if the criteria are not met, the Company defers some or all of the gain recognition and account for the continued operations of the property by applying the finance, leasing, deposit, installment or cost recovery methods, as appropriate, until the sale criteria are met.

~~Accounts~~Payette ~~Receivable~~County - Site Work

~~Accounts~~Amounts ~~Receivable~~ represent ~~receivables~~land ~~from~~improvements ~~the~~made ~~builder~~to of the ~~Energy~~entrance ~~Neutral~~road ~~Homes. The~~of ~~Company uses~~ the ~~specific~~future ~~charge-off~~site ~~method~~ of ~~accounting for bad debts. Uncollectible accounts are charged directly against earnings in~~ the ~~same~~Idaho ~~period~~Energy ~~they are determined o be uncollectible. The Company's bad debt expense for the nine months ending September 30~~Complex, ~~2011 and 2010 was $-0-~~LLC.

NOTE 2 - INCOME TAXES

Alternate Energy Holdings, Inc. uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Alternate Energy Holdings, Inc. incurred net losses in the ~~nine~~three months ending ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011 and therefore, has no tax liability. The deferred tax asset generated by the carry-forward is approximately $ 1417,~~475~~414,~~205~~407 at ~~September~~March 3031, ~~2011~~2012 and will expire in 2029.

12- 13 -

ALTERNATE ENERGY HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - INCOME TAXES - continued

Components of deferred tax assets at ~~September~~March 3031, ~~2011~~2012 are as follows:

Deferred tax asset – net operating loss Carry-forwards	$	14,475,205
Deferred tax asset – net operating loss
Valuation allowance		(14,475,205	)
Carry-forwards	$	17,414,407
Valuation allowance		(17,414,407	)
Net deferred tax asset	$	-0-

The Company has adopted ASC 740-10 “Income Taxes”. As a result of the assessment the Company has recognized no material tax adjustments to the unrecognized tax benefits. At the adoption date of January 1, 2008 and as of ~~September~~March 3031, ~~2011~~2012, the Company has no unrecognized tax benefits. By statute, tax years ending December 31, ~~2010~~2011 through ~~2008~~2009 remain open to examination by the major taxing jurisdictions to which the Company is subject.

The reconciliation of the effective income tax rate of the Company to the statutory income tax rate for the fiscal year ended on December 31, ~~2010~~2011 and ~~2009~~2010 is as follows:

	2010			2009
	2011			2010
Federal Income Tax Rate		34	%		34	%
State Income Tax Rate		0	%		0	%
Increase in Valuation Allowance		(34	%)		(34	%)
Effective Tax Rate		0	%		0	%

NOTE 3 - COMMON STOCK

During 2006, Alternate Energy Holdings, Inc.

-	Issued 4,252,088 shares of common stock to the Nussential Holdings shareholders in the reverse merger – See Note 1 for the details.

-	Issued 1,249,999 shares of common stock valued at $1,318,749 for services.

-	Issued 1,964,000 shares of common stock for cash received in the amount of $321,999.

-	Purchase 400,000 shares of treasury stock for cash in the amount of $20,000.

During 2007, Alternate Energy Holdings, Inc.

-	Issued 7,865,652 shares of common stock valued at $1,687,111 for services.

-	Issued 8,433,536 shares of common stock for cash received in the amount of $1,749,359.

During 2008, Alternate Energy Holdings, Inc.

-	Issued 24,762,049 shares of common stock valued at $2,587,558 for services.

-	Issued 10,709,717 shares of common stock for cash received in the amount of $1,106,355.

13- 14 -

ALTERNATE ENERGY HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - COMMON STOCK -continued

During 2009, Alternate Energy Holdings, Inc.

Issued 28,282,532 shares of common stock valued at $1,433,891 for services.

Issued 500,000 shares of common stock valued at $25,000 for a contract option fee.

Issued 29,180,536 shares of common stock for cash received in the amount of $1,460,325.

During 2010, Alternate Energy Holdings, Inc.

Issued 54,136,041 shares of common stock valued at $5,094,064 for services.

Issued 750,000 shares of common stock valued at $375,000 for two contract option fees.

Issued 134,051,642 shares of common stock for cash received in the amount of $9,913,992.

During 2011, Alternate Energy Holdings, Inc.

Issued 1,875,000 shares of common stock valued at $193,000 for services.

Cancelled 1,000,000 shares of common stock.

- In June 2011, the Company and a consultant entered into an agreement to rescind 1,000,000 shares of common stock previously awarded to them.

During 2012, Alternate Energy Holdings, Inc.

Issued 600,000 shares of common stock valued at $30,000 for services.

NOTE 4 - COMMITMENTS

Alternate Energy Holdings, Inc leases its office space under a two year lease and a home/office on a month-to-month basis under another lease. The two year lease is dated April 1, 2010 and expires April 30, 2012 and requires monthly payments of $2,000. The lease that expired on April 30, 2012 is currently be negotiated to extend the term for one year. Rent expense for the ~~nine~~three months ending ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011 was $316,000 and $4210,~~660~~000, respectively. The following is a schedule of future minimum payments under the operating lease at ~~September~~March 3031, ~~2011~~2012:

For the year Ended December 31
For the year Ended
2011	$	6,000
December 31
2012	$	82,000
Total	$	142,000

Alternate Energy Holdings, Inc. has entered into three contracts dated February 23, 2011, August 10, 2010 and September 10, 2010 to purchase land in Idaho. This option holds the contract open until December 11, 2011, January 10, 2012 and September 10, 2011, respectively. The option dated September 30, 2011 was extended for six months at a cost of a $500,000 nonrefundable deposit. The expenses of the other contracts are shown as Issuance of Common Stock for Option Fee on the Stockholder’s Equity statement.

14- 15 -

ALTERNATE ENERGY HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - VARIABLE INTEREST ENTITY

FASB ASC 810 requires consolidation of certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Reactor Development, LLC was formed for the purpose of developing and managing an energy complex power plant site. Alternate Energy Holdings, Inc. invested $1,000,000 which represents approximately 50% of Reactor Development LLC’s capital structure as of December 31, 2007. Furthermore, the daily operating decisions of Reactor Development, LLC are made by the members of Alternate Energy Holdings, Inc.’s management.

Under FASB ASC 810 Reactor Development, LLC is deemed a Variable Interest Entity to Alternate Energy Holdings, Inc. and as such Reactor Development, LLC’s financial information has been consolidated with Alternate Energy Holdings, Inc.

The consolidated financial statements include the full operating activities of Reactor Development, LLC, with amounts allocated to Reactor Development, LLC disclosed under “Non-Controlling Interest in Variable Interest Entity” in the accompanying consolidated income statement. Assets and liabilities of Reactor Development, LLC were $ -0- and $ -0-, respectively, at ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010~~2011, respectively.

NOTE 6 – ASSET HELD FOR SALE

Alternate Energy Holdings, Inc constructed a model home to demonstrate that a competitively priced and energy cost efficient home can be constructed using energy-efficient techniques. The home creates more power than it uses on a month-to-month basis. The home was to be used to market the Energy Neutral brand name, however it was sold in March 2011.

NOTE 7 – AVAILABLE-FOR-SALE-SECURITIES

The Company’s short-term investments consist of mutual funds that are professionally managed by an investment company. The Company’s investments are classified as available-for sale and are recorded on the consolidated balance sheet at fair value based on Level 1 inputs. Unrealized gains and losses on the investments are included as a separate component of other comprehensive income. The Company will recognize an impairment charge if a decline in the fair value of its investments below cost basis is judged to be other-than-temporary. Unrealized gains, included in other comprehensive income at ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011 were $~~105~~103,~~253~~742 and $~~-0-~~44,743, respectively.

15- 16 -

ALTERNATE ENERGY HOLDINGS, INC.+

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE 8 – DUE TO EMPLOYEE~~.

InNOTE ~~December,~~8 ~~2010~~– anDUE ~~employee~~TO ~~advanced~~RELATED ~~the Company $60,000 to cover working capital expenses. There were no formal repayment terms or interest charged on this advance. The monies were repaid in full in March 2011.~~PARTY

~~NOTE~~At 9March –31, ~~CONSTRUCTION~~2012 INand ~~PROGRESS~~2011 the Company owed a consulting company owned by the CEO $46,000 and $-0-, respectively for CEO compensation. The balance owed was paid in full in April 2012.

Energy Neutral, LLC is in the process of developing five low cost, energy efficient homes in the Panther Creek subdivision in Boise, Idaho that are being constructed by a local builder. Four of these homes have been completed and sold as of September 30, 2011. As of September 30, 2011 and December 31, 2010, $184,132 and $298,657 has been spent on the unsold homes, respectively.

NOTE 10 – DUE TO RELATED PARTY

In January, 2011 the CEO advanced the Company $106,914 to cover working capital expenses. There were no formal repayment terms or interest charged on this advance. The monies were repaid in full in March 2011.

NOTE 119 – ~~LEGAL PROCEEDINGS~~ESCROW

~~Currently,~~Cash anin ~~action~~escrow ~~initiated~~represents bymonies ~~the~~held ~~U.S. Securities and Exchange Commission (“SEC”) is pending~~ in ~~the~~escrow ~~U.S. District Court~~ for ~~the~~a ~~District~~potential offunding Idaho, alleging, among other things, that our Company, and certain of our officers and directors, violated federal securities laws by, among other things, issuing materially false and misleading statements, artificially inflating the Company’s stock price, and subsequently liquidating the stock through secret sales (the “SEC” action). The Company’s accounts were restrained on December 18, 2010 following the filing of the civil complaint by the SEC in connection with the SEC action; however, after oral argument and the submission of lengthy papers, the Court ordered the restraint be lifted but also requested that the parties reach agreement ~~to provide the SEC some form of relief in so doing. The parties reached an agreement~~ that ~~Company~~did ~~shall report on a monthly basis all of its expenses of $2,500 and above during the pendency of the litigation and further agreed~~ not ~~to violate any federal securities laws~~materialize. The ~~Company~~deposit ~~and~~was ~~the~~returned ~~SEC held a settlement conference on September 26, 2011 and the Company is otherwise vigorously defending itself~~ in ~~this~~April ~~matter which is scheduled to go to trial in October~~ 2012.

16NOTE 10 – LEGAL PROCEEDINGS

Currently, a civil action initiated by the U.S. Securities and Exchange Commission (“SEC”) is pending in the U.S. District Court for the District of Idaho, alleging, among other things, that our Company, a officer and another person employed with the Company, violated federal securities laws, among other things making false and misleading statements, artificially inflating the Company’s stock price, and subsequently liquidating the stock through secret sales (the “SEC” action). The Company’s accounts were frozen on December 18, 2010 following the filing of the SEC action. However, a federal judge subsequently dropped the freeze on all of the Company’s assets February 4, 2011, that imposed certain relief pending a final adjudication on the merits of the SEC allegations. The action is currently in the discovery phase and management is unable to determine the likelihood of an unfavorable outcome. The trial is scheduled for October 2012.

On January 11, 2011, a class action lawsuit was filed in the U.S. District Court of the District of Idaho by Lance Teague on behalf of purchasers of the common stock of the Company between September 20, 2006 through December 14, 2010, against the Company, an officer and director and another person employed by the Company. On June 17, 2011, an amended compliant was filed listing Perry Pehike, Jr. as lead plaintiff. The complaint alleges claims against the Company and certain senior officers and directors for violation of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 there under and claims against certain of its senior officers and directors for violations of Section 20A and Section 20(a) of the Exchange Act.

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ALTERNATE ENERGY HOLDINGS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 ~~– LEGAL PROCEEDINGS~~ - ~~continued~~GOING CONCERN

OnAlternate ~~January~~Energy ~~11,~~Holdings ~~2011,~~Inc’s ~~shortly~~financial ~~after~~statements ~~the~~have ~~SEC~~been ~~commenced~~prepared ~~its~~on ~~litigation against~~ the ~~Company,~~basis athat ~~class~~it ~~action~~is ~~lawsuit~~a ~~was~~going ~~filed~~concern, inwhich ~~the~~contemplates ~~U.S. District Court of~~ the ~~District~~realization of ~~Idaho~~assets byand ~~Lance Teague on behalf of purchasers of~~ the ~~common~~satisfaction ~~stock~~in of the ~~Company~~normal ~~between~~course ~~September 20, 2006 through December 14, 2010, against the Company and certain officers. The allegations~~ of ~~the lawsuit mirror the SEC allegations~~business. On ~~March 7, 2011, plaintiff moved to appoint John O’Brien as Lead Plaintiff.~~ The ~~complaint alleges claims against the~~ Company ~~and~~has ~~certain~~accumulated ~~senior~~a ~~officers~~deficit ~~and directors for violation~~ of ~~Section~~$24,514,917 ~~10(b)~~at ofMarch ~~the~~31, Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 there under and claims against certain of its senior officers and directors for violations of Section 20A and Section 20(a) of the Exchange Act2012.

The ~~complaint~~Company’s ~~seeks~~continued ~~compensatory~~existence ~~damages~~is ~~for~~dependent ~~all~~upon ~~damages~~its ~~sustained~~ability asto araise ~~result~~capital ofor ~~the~~to ~~defendants’~~successfully ~~alleged~~market ~~actions, including reasonable costs~~ and ~~expenses,~~sell ~~rescission,~~its ~~and other relief the Court deems just and proper~~products. The ~~Company believes the lawsuit is without merit and intends to vigorously defend itself. No amounts have been recorded in the consolidated~~ financial statements ~~for~~do ~~this~~not ~~matter~~include asany ~~the~~adjustments ~~Company~~that ~~believes~~might itbe isnecessary ~~too~~should ~~early in~~ the ~~proceedings~~Company tobe ~~determine an outcome. The parties are currently in the discovery phase and management is~~ unable to ~~evaluate~~continue ~~the~~as ~~likelihood~~a ofgoing ~~an unfavorable outcome~~concern.

17NOTE 12 - SUBSEQUENT EVENTS

Burlile et al v AEHI Litigation – Lawsuit filed in April 2012 that attempts to overturn the County of Payette rezoning of the Payette County site. The Company plans to vigorously defend the case as it references many of the same complaints of the SEC litigation.

Monies held in escrow at March 31, 2012 were returned to the Company in April 2012.

In accordance with a Short-Form settlement Agreement (“Agreement”) entered into on April 2, 2012, the Company, Donald Gillispie and Jennifer Ransom have agreed to settle the previously-disclosed securities class action litigation, Case No. 1:10-cv-00634-BLW pending in the U.S. District Court, District of Idaho.

As set forth in the agreement, if the settlement becomes final, among other things, (i) the claims against the Defendants will be dismissed with prejudice and released, such that every member of the settlement class will be forever barred from asserting claims against the Defendants any claims alleged in the compliant or arising from the complaint, and (ii) a payment of $450,000 will be made by the Company no later than June 30, 2012 or a judgment shall be entered by the U.S. district Court, District of Idaho, against the Company in the amount of $2,000,000. The Defendants have denied and continue to deny each and all claims alleged by the plaintiffs in the Class Action Litigation. Nonetheless, the defendants have agreed to the agreement to eliminate the uncertainty, distraction, burden and expense of further litigation. The payment of the $450,000 will be paid out of insurance proceeds under the Company’s Director’s and Liability insurance policy.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the provisions of the Private Securities Litigation Reform Act of 1995 which represent our projections, estimates, expectations or beliefs concerning among other things, financial items that relate to management’s future plans or objectives or to our future economic and financial performance. In some cases, you can identify these statements by terminology such as “may”, “should”, “plans”, “believe”, “will”, “anticipate”, “estimate”, “expect” “project”, or “intend”, including their opposites or similar phrases or expressions. You should be aware that these statements are projections or estimates as to future events and are subject to a number of factors that may tend to influence the accuracy of the statements. These forward-looking statements should not be regarded as a representation by the Company or any other person that the events or plans of the Company will be achieved. You should not unduly rely on these forward-looking statements, which speak only as of the date of this Quarterly Report. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Quarterly Report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we file from time to time with the Securities and Exchange Commission (“SEC”) after the date of this Quarterly Report. Actual results may differ materially from any forward looking statement.

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Overview

~~The~~Description ~~Company is in the business~~ of serving the electric power generation industry by acquiring and developing nuclear plant sites and obtaining licenses for their construction and operation through its operating subsidiaries. The Company’s management has experience in the nuclear industry, power generation, and facility development. The Company formed Idaho Energy Complex, LLC, and Reactor Land Development, LLC, as its subsidiaries to manage and finance its business plan to develop a proposed site in Idaho for a reactor. Reactor Land began operations in September 2007, with the purpose of acquiring land and water rights, permits and licenses, development, rights and such other property and services necessary to develop an energy complex in Idaho, located in Payette County, including one or more nuclear reactors (referred to as the “Project”). On June 20, 2011, the Payette County Commissioners unanimously approved the Company’s request to rezone land in rural Payette County, Idaho, to allow for the construction of a nuclear power plant. This represented the final approval required by the State of Idaho to build such a plant on this site. Following receipt of the rezone approval, the Company commenced the steps necessary to begin the National Regulatory Commission’s combined construction and operating license application process by contracting with Enercon, a major nuclear site engineering firm.Business

InAlternate ~~October 2009, the Company’s~~ Energy ~~Neutral~~Holdings, ~~LLC subsidiary began construction on a model home to demonstrate that a competitively-priced and energy cost efficient home can be constructed using renewables~~Inc. ~~Construction of the first model home was completed in 2009~~, ~~with construction of five additional homes completed during 2010~~ (and ~~early~~its ~~2011.~~subsidiaries ~~Through~~Idaho ~~September~~Energy 30Complex, ~~2011~~LLC, weGreen ~~have~~World ~~sold~~Water, ~~the~~LLC, ~~model home and four these homes. These homes serve to introduce~~ Energy Neutral’s, ~~unique~~LLC ~~energy producing~~ and ~~saving~~Reactor ~~features~~Development, toLLC) aformerly ~~range~~Nussentials ofHoldings ~~potential users~~Inc., ~~The Company~~ is ~~using~~a ~~these~~development ~~homes~~stage toenterprise ~~market~~focused ~~its~~on ~~Energy~~the ~~Neutral~~purchase, ~~packages~~optimization and aconstruction ~~new energy neutral subdivision in Idaho (in which 5~~ of ~~these~~green ~~homes~~energy ~~have~~sources ~~been~~– ~~constructed). We~~primarily ~~hope~~nuclear topower ~~expand the Energy Neutral concept through licensing arrangements with third-parties~~plants.

InSunbelt ~~November~~Energy ~~2007,~~Resources weInc. was formed ~~our~~on ~~wholly~~August ~~owned subsidiary~~29, ~~International~~2005 ~~Reactors,~~ to ~~assist~~operate ~~developing~~in ~~countries~~the ~~with~~alternate ~~power~~energy ~~generation,~~industry asand ~~well~~has aslimited ~~the~~operational ~~production of potable water~~activity. ~~This~~In ~~line~~September of2006, ~~business~~Sunbelt isacquired ~~now~~Nussential ~~being~~Holdings, ~~conducted~~Inc. by ~~our~~exchanging ~~wholly-owned subsidiary~~17,900,000 ~~Green~~shares ~~World~~of ~~Water,~~Sunbelt ~~LLC,~~which anrepresented ~~Idaho~~100% ~~limited~~of ~~liability~~the ~~corporation~~outstanding ~~founded~~shares infor ~~2010~~21,399,998 ~~and~~shares ~~International~~of ~~Reactors~~common isstock ~~inactive.~~of ~~Green~~Nussential ~~World~~Holdings ~~Water,~~Inc. As ~~LLC seeks~~a toresult ~~construct~~of ~~commercial~~the ~~nuclear reactors on oceanfront sites~~acquisition, ~~particularly~~the inshareholders ~~Latin~~of ~~America~~Sunbelt ~~and~~owned ~~western-friendly~~a ~~Middle~~majority ~~Eastern~~of ~~countries~~the tovoting ~~co-generate~~stock ~~clean~~of ~~energy~~Nussentials ~~and~~Holdings, ~~desalinate water~~Inc. ~~Green~~ ~~World~~which ~~Water, LLC believes~~changed ~~that~~its ~~advanced~~name ~~nuclear technology can be used~~ to ~~address~~Alternate ~~electrical~~Energy ~~energy~~Holdings, ~~needs while simultaneously producing fresh water from ocean intake~~Inc. The ~~Company~~merger has anbeen ~~agreement~~accounted ~~with~~for as a ~~third~~reverse ~~party~~merger ~~consulting~~whereby ~~firm~~Alternate inEnergy ~~China~~Holdings, ~~which~~Inc. inis ~~turn~~the ~~has~~accounting anacquirer ~~agreement~~resulting ~~with~~in a ~~wholly~~recapitalization ~~owned subsidiary~~ of ~~China~~Alternate ~~National~~Energy ~~Nuclear~~Holdings, ~~Corporation (CNNC)~~Inc. ~~Pursuant to the consulting firm~~’s ~~agreement~~equity. In connection with ~~the~~and ~~CNNC~~simultaneous ~~subsidiary,~~to the ~~consulting~~reverse ~~firm~~merger, ~~along~~Nussentials ~~with Green World Water~~Corporation, ~~LLC™ is marketing on~~ a ~~worldwide~~wholly ~~basis~~owned ~~and~~subsidiary ~~providing other significant services in connection with the sale~~ of ~~desalinization~~Nussentials ~~reactors~~Holdings ~~manufactured~~Inc. bywas ~~CNNC~~transferred ~~and~~to ~~its~~Nussential ~~subsidiary~~Holdings, Inc. ~~Commissions~~majority ~~received~~shareholder ~~on sales made~~ through ~~the~~issuance ~~efforts~~ of ~~Green World Water~~4,252,088 ~~LLC and~~shares ~~the~~of ~~consulting~~common ~~firm will be split 60%/40%, respectively~~stock.

Our Company

We are a holding company comprised of five operating corporate entities: Idaho Energy Complex, LLC, Reactor Land Development, LLC, Energy Neutral, LLC, Energy Neutral Development, LLC and Green World Water, LLC (which was formed in 2010, and has succeeded to the business formerly conducted by a fifth, inactive subsidiary, International Reactors Incorporated).

Idaho Energy Complex, LLC

Idaho Energy, an Idaho limited liability company and 100% wholly-owned subsidiary of the Company that was formed in March 2007, is the operating entity for our proposed $10 billion nuclear complex near Payette, Idaho. Idaho Energy is the manager of Reactor Land Development, LLC, a Delaware limited liability company that is attempting to obtain funding for the nuclear facility land, water rights acquisition and the NRC operating license. Five thousand acres have been dedicated to the Project, which will provide enough electricity to power Idaho’s growth, as well as generate income through the sale of power to out-of-state markets. The Payette facility will feature a new advanced nuclear reactor design that does not require large amounts of water for cooling. The Company plans to build up to six advanced reactors at Idaho Energy and operate as an Independent Power Product (“IPP”).

Reactor Land Development, LLC

Energy Neutral, LLC

Energy Neutral™, a 100% wholly-owned subsidiary of the Company, was form to assist homeowners, businesses and farmers to operate with minimal or no reliance on the electrical grid. Energy Neutral’s primary services are: design and construction of residential “energy neutral” homes, evaluating existing homes, businesses and farms for conservation and renewable energy potential; drafting plans to attain or approach energy neutrality; and working with wind, conservation and solar suppliers and installers to install products in the marketplace. During 2010 and early 2011, Energy Neutral completed construction of six “energy neutral” homes in Boise, Idaho, which feature unique design elements as well as standard “energy neutral” elements, including the Energy Star certification and solar power generation. All five homes and the model home were sold during the year of 2011, representing our first revenues, for gross sales proceeds of approximately $923,650. We plan to begin franchising the concept to developers and builders in a few select markets starting during the fiscal year 2012 year through Energy Neutral Development, LLC, a wholly owned subsidiary of Energy Neutral, LLC.

Green World Water, LLC

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Plan of Operations

The Company estimates the total cost of ~~buying~~the ~~and~~first ~~licensing~~phase of the Payette County ~~site~~project iswill be approximately $150.0 million. The initial $150.0 million is planned to be raised through a private placement by Reactor Development, LLC, which shall result in the investors receiving in the aggregate up to a 65% ownership in the ~~first~~form ~~reactor~~of ~~unit~~common stock. Any shortfall will have to be funded through such things as debt financing, cost-sharing by contractors and suppliers, or public offering.

While the success of the Project does not depend on financial assistance from the government, management believes that based on the 2005 Energy Policy Act, the Project may be eligible for an 80% Federal loan guarantee for the construction of new nuclear facilities, and an applicable Federal tax credit of $1.0 billion over eight years, which should be sufficient to cover all operating expenses during that timeframe. Furthermore, the excess heat for this plant may be used to produce biofuels from local crops and agriculture waste.

The intended use of the funds for the Reactor Land Project is shown below:

	In millions ($)
Payment to owner for site land		5
Payment for COLA plus 10% price escalation due to delays		50
Payments for third party project management, engineering support and G&A		1025
Placement agent, if any		15
Adjacent land with water rights		20
Long lead time equipment order deposit; reactor vessel and turbine		50
Total	$	150

From inception through March 31, 2012, the Reactor Land Development private placement has raised gross proceeds of $1,000,000 in exchange for a 1% equity interest in Reactor Land Development. If the Reactor Land Development, LLC private placement does not raise the entire $150.0 million listed above, the Company will seek to raise the remaining balance through debt financing and/or a public or private equity offering. The Company may adjust the budget categories in the execution of its permitting and development plans. The above line items represent managements best estimates, none of the line items is to be considered fixed or unchangeable.

18Although the Company reserves the right to reallocate the funds according to field experience, the Company believes that the net proceeds from the planned offering will be sufficient to fund its initial capital requirements for the next year for operations. The foregoing assumes the offering will be fully subscribed, but there can be no assurance the Company will not require additional funds if unforeseen issues arise. Any additional required funds over the maximum offering amount will need to be financed as a loan. The availability and terms of any future financing will depend on market and other conditions. The amount of proceeds and uses are based upon the projections by management, which may also change according to unforeseen future events and market changes. There are no commitments for loans as of March 31, 2012.

~~Although~~In the ~~Company~~continuance ~~reserves~~of the ~~right to reallocate the funds according to field experience, the~~ Company’s ~~believes~~business ~~that~~operations ~~the~~it ~~net~~does ~~proceeds~~not ~~from~~intend ~~the planned offering will be sufficient~~ to ~~fund~~purchase ~~its~~or ~~initial~~sell ~~capital~~any ~~requirements~~significant ~~for~~assets ~~the~~and ~~next year for operations. The foregoing assumes~~ the ~~offering will be fully subscribed, but there can be no assurance the~~ Company ~~will~~does not ~~require~~expect ~~additional~~a ~~funds~~significant ifchange ~~unforeseen~~in ~~issues arise. Any additional required funds over~~ the ~~maximum~~number ~~offering amount will need to be financed as a loan. The availability and terms~~ of ~~any~~its ~~future~~employees, ~~financing~~although ~~will depend on market and other conditions. The amount of proceeds and uses are based upon~~ the ~~projections~~Company ~~by management, which~~ may ~~also~~add ~~change~~additional ~~according~~contractors toduring ~~unforeseen~~the ~~future~~fourth ~~events~~quarter ~~and market changes. There are no commitments for loans as~~ of ~~this date~~2012.

In the continuance of the Company’s business operations it does not intend to purchase or sell any significant assets and the Company does not expect a significant change in the number of its employees, although the Company may add addiotnal contractors during the first quarter of 2012.

In addition, the United States and the global business community is experiencing severe instability in the commercial and investment banking systems which is likely to continue to have far-reaching effects on the economic activities in the country for an indeterminable period. The long-term impact on the United States economy and the Company’s operating activities and its ability to raise capital cannot be predicted at this time, but could be substantial.

Project Economics

The Company believes that if it is able to raise $150.0 million, it may develop a site licensed for construction of the advanced reactor by ~~early~~the end of 2015. The Company believes that by acquiring and obtaining the required permits and approvals for the proposed site now, it will be able to offer a site and an NRC license 3 to 4 years sooner than might otherwise be achievable, which will offer additional value to the Idaho site due to earlier power generation/revenue potential of the site. In the event that the Company obtains the required NRC license and other required approvals, the Company will hire a major contractor to work with the nuclear plant supplier in connection with the construction of the plant.

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Consolidated Results of Operations

Comparison of the Three Months Ended ~~September~~March 3031, ~~2011~~2012 to ~~September~~March 3031, ~~2010~~2011

During the three months ended ~~September~~March 3031, ~~2011~~2012, we recognized revenues of ~~approximately~~ $~~160,000~~-0- as compared to no$169,000 ~~revenues~~and cost of sales of $-0- and $161,588 for the same period in the prior fiscal year. The ~~increase~~decrease

Filing Compare · ALTERNATE ENERGY HOLDINGS, INC.