AEHI Truth

An unauthorized collection of the records of Alternate Energy Holdings, inc., its principals and subsidiaries, and their antics, trials, and tribulations


Please, Please, Please, Everyone! Just Calm Down! And Stop Whining!

Monday, May 20, 2013

AEHI Founder and Former CEO Don Gillispie Dumps All 41,370,500 Shares For A Quarter Cent Apiece.

On May 17, 2013, Alternate Energy Holdings , Inc.  Founder and Former CEO Don Gillispie dumped all his shares in the "company" he used to run, according to this SEC Form 4 filed today:
How much did he sell for?  $0.0025 per share- a quarter cent apiece.  The sale would net him just about $103,426.25, less commissions.

http://www.sec.gov/Archives/edgar/data/1421874/000144586613000684/xslF345X03/gillispieform4.xml

SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Expires:December 31, 2014
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. SeeInstruction 1(b).
1. Name and Address of Reporting Person*
Gillispie Donald L

(Last)(First)(Middle)
8177 N STONEBRIAR LANE

(Street)
MERIDIANID83646

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol 
ALTERNATE ENERGY HOLDINGS, INC. [ AEHI ]
5. Relationship of Reporting Person(s) to Issuer 
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8)4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/17/2013A41,370,500D$0.00250D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)2. Conversion or Exercise Price of Derivative Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8)5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)8. Price of Derivative Security (Instr. 5)9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
/s/ Donald Gillispie05/17/2013
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Federal Bureau of Investigation: Looking for Hot Investment Tips?

Looks like the Federal Bureau of Investigation is looking for hot investment tips would like to hear from any victims who invested in, or received stock in, Alternate Energy Holdings, Inc:

https://forms.fbi.gov/alternate-energy-holdings-inc.-questionnaire



That questionnaire comes from the FBI's "Seeking Victim Information" page:


Monday, August 13, 2012

AEHI Shareholder Class Action Suit Settlement Order and Notice Filed, Settlement Average of $0.0034 Per Share

In the Shareholder Class Action suit against Alternate Energy Holdings, Inc. and its CEO Don Gillispie, recent filings include an almost identical motion from AEHI attorneys K&L Gates to withdraw from that case, for what K&L Gates say is non-payment of over $700,000.00 in legal fees.
Earlier filings of interest are an "Order Preliminarily Approving Settlement and Providing for Notice" and a "Notice of Pendency and Settlement of Class Action".

Highlights of those documents:
There will be a hearing in Federal Court on October 31, 2012 at 3:00 PM to determine if this settlement is "fair, reasonable, and adequate, and should be approved by the Court." (p.3)

Definitions of Class Members, Class Periods:  Roughly, anyone who purchased or otherwise acquired AEHI stock from October 23, 2006 until December 14, 2010. (p.1 of Notice)

The total settlement in gross dollars is $450,000.  According to the Settlement Notice, that's about $0.0053 per share for the "85 million shares estimated to have suffered damages during the Class Period."  They then break that down to $0.0019 for lawyers and administration and $0.0034 per share to the claimant, averaged over all shareholders.  The actual amount depends on the number of claims filed and the amount of damage in each claim, so the amount could be more, or less, for each individual filing a claim. (p. 2 of notice)

If a shareholder think that settlement is total bullshit, the shareholder has the option to request exclusion from the class.  If the shareholder does nothing, and does not file a claim, any future claims are forever barred.  (p.2-3 of Notice.)

15.  Class members shall be bound by all determinations and judgments in the Litigation, whether favorable or unfavorable, unless such persons request exclusion from the Class in a timely and proper manner, as hereinafter provided.  A Class Member wishing to make such request shall mail the request in written form, by first-class mail, postage prepaid, and postmarked no later than sixty-five calendar days after entry of this Order, September 24, 2012, to the Post Office Box address listed in the Notice.  Such request for exclusion shall clearly indicate the name and address of the person seeking exclusion, and that the sender specifically requests to be excluded from the Class (as defined in the Stipulation), and shall be signed by such person.  Such persons requesting exclusion are also required to specify all purchases of the relevant Alternate Energy common stock during the Class Period, including the number and price of shares purchased, the number and price of shares sold during the Class Period, and the date of each such purchase or sale.  It is also requested that such persons provide their telephone number or other contact information.  The request for exclusion shall not be effective unless the request for exclusion provides the required information and is made within the time stated above, or the exclusion is otherwise accepted by the Court.
16.  Class Members requesting exclusion from the Class shall not be entitled to receive any payment out the Net Settlement Fund as described in the Stipulation and Notice.
So, if a shareholder wants out of the Class, the shareholder has a deadline of September 24, 2012, more than a month before the Oct 31 hearing, to do so.
Documents below:




Thursday, August 9, 2012

AEHI Share Price vs. Various Grocery Items


So you're sitting on a stack of these, and wondering what you might be able to get out of them.  In other words, are AEHI shares even worth the paper they are printed on?

AEHI's share price was .01 this morning- one cent per share. It's currently at .02, though it went as high as .04 today. 
So the Dude went shopping, to see just what all a person could and could not get with one share of AEHI Stock:
Then, taking the price per package and dividing by the number of things in the package, the price per single item was calculated:  One Pringle, one tampon, one aspirin, one Skittle, etc.
Next, the major AEHI benchmarks were put in the list, and then sorted from highest price to lowest among the grocery items. Here is the chart with single item prices along with today's AEHI benchmarks:
(Click on image to enlarge)


** Averages as of 8/9/2012. Your results may vary.


Items generally worth more than a share of AEHI at .01, .02 or .03:


A slice of baloney is 40 times more valuable than a share of AEHI. (at .01 per share)


AEHI shares are, however, generally worth more than these things in this picture: (unless you factor in the cumulative net losses.  Then, no.)


Hell, AEHI shares aren't even worth the Dude's check to Ralph's for half and half:

Hell, with that check, the Dude could get 35 shares of AEHI at the current price! 





AEHI Attorneys File Motion to Withdraw as Counsel: Cites AEHI's Failure to Honor Financial Commitments "In Excess of $700,000.00"

On Wednesday, K&L Gates, LLP, filed a Motion to Withdraw as Counsel for Alternate Energy Holdings, Inc.  They cited AEHI's failure to pay "fees and disbursements due in excess of $700,000" that would, according to the motion, place an "undue financial burden" on the firm if they continue as counsel.

While the Board of Directors of AEHI consents to the withdrawal of K&L Gates, the attorneys for defendants Don Gillispie and Jennifer Ransom object to the motion.

From the Declaration of Barry M. Hartman: (emphasis added)

4.  AEHI has failed to honor its financial commitments to K&L Gates LLP in this matter for the months of January, February, March, April, June, and July 2012, resulting in fees and disbursements due in excess of $700,000.  
5.  Since late March, 2012, AEHI has been given repeated and reasonable warning that K&L Gates LLP will withdraw as counsel in this matter unless AEHI fulfilled its commitments.

It appears that K&L Gates does not accept AEHI stock as payment for services.  If Don Gillispie and AEHI had a good any business plan and any hope of ever making a profit breaking even, wouldn't a business savvy law firm accept all the shares they could get from their own client, especially at the bargain barely book value price of $0.02?

Another question:  Why would any legitimate company continue to pay its CEO $46,000.00 per month while failing to pay its own legal bills?

Filing documents below:
Motion To Withdraw as Counsel:

Declaration of Barry M. Hartman:




Memorandum In Support of Motion:






Sunday, August 5, 2012

Keeping Up Appearances, Part II: "Initial Site Improvements"

With long periods of inactivity punctuated only by the occasional motions in the SEC fraud case, AEHI needed some sort of 'news' to share with the 'whining stockholders' and board members.
A while back, it was just the sign at the entrance to the property.
Water?  Of course they have water.  See the reactor cooling pond to the left of the sign?

Most recently, however, the company announced "progress" in the form of  what they call "Initial Site Improvements."

What "improvements?" Dragging a trailer in, making a gate, installing a culvert.

They're pretty good at saying things that are technically true.
Here is their elaborate gating system.  You can also see Don's Ford Compensator Pickup in front of the "Energy Complex" trailer:
Elaborate Terrorist-Proof Gating System with Big Mean Scary Sign.
Nuclear Command Post with Ford Compensator Quick Response Vehicle in background.
Here is their new Facebook cover photo:
Clearly, it's legit!  They have a sign and a trailer.  And a fancy gate and stuff.  
Here is the announcement of all the stuff they are doing so that it looks like they are actually doing something besides paying themselves lavish salaries: (facebook link)  (Link on AEHI websiste)

This sort of thing,  making things appear to be more elaborate or significant than they really are, is nothing new in Idaho.  It's a well-used tactic to get money from investors.

Here is an excerpt from an excellent book, Roadside Geology of Idaho, page 119, Part III, Central Idaho, "Frontier Mining":
Many of those old mines and claims back in the hills were simply stock promotions.  In a word, scams.  The promoters would set up a few small buildings, buy some nice ore samples, and print a batch of colorful stock certificates.  Then they went to one of the big eastern cities, sold the stock, and returned to the Rocky Mountains to enjoy the proceeds.  It was an efficient system:  The investors promptly lost their money without any intermediate fuss over operating a mine.  If you run across what looks like  an abandoned mine, but can't find much sign of spoil heaps, ore minerals, ditches, or haulage roads, you may well be looking at the relics of an old stock scam.  An amazing number of mines never shipped any ore, or even had any mineralized rock to mine.
From Roadside Geology of Idaho, by David. D. Alt and Donald W. Hyndman, Mountain Press Publishing, Missoula, 1989.

Just substitute "foot of transmission line"or "ounce of spent nuclear fuel" in the detritus list and you've got this one in a nutshell.  Same shit, different day.  Old as the hills, or at least as the history of Idaho.

Wednesday, July 25, 2012

SEC Files Reply and "Motion to Strike" AEHI's "Statement of Disputed Material Facts"

The SEC, on time, filed a Reply in Support of their Motion for Partial Summary Judgment.  AEHI, in filing their earlier Response to the SEC's motion, attached a document it called a "Joint Statement of Disputed Material Facts," covering both defendants AEHI and Don Gillispie.
In their reply, the SEC characterized that Statement of Disputed Material Facts as so bad that they filed a motion to strike that statement from the record.

Highlights:

"AEHI’s public filings show a ceaseless trawl for cash beginning in October 2006 (before the first of the 23 PPMs defendants call “offerings”), through the filing of this lawsuit in December, 2010. SUMF ¶ 22.5 In fact, a sideby-side review of AEHI’s monthly stock sales against defendants’ chart of the 23 PPMs selected by AEHI shows no correlation between the sales and the timing of the supposed 23 offerings."

From the Motion to Strike: (emphasis added)
3. Defendants Inappropriately Rely on “Privileges” to Shield Evidence
In a further attempt to limit the Court’s consideration of relevant evidence, defendants rely on privilege arguments that are contrary to law. First, though defendants do not dispute that Gillispie asserted his Fifth Amendment privilege during his April 27, 2012 deposition in refusing to testify substantively to the questions posed, defendants nevertheless claim that his refusal to answer was not made “on the ground that the answer would tend to incriminate him.” The law says otherwise. A person does not have “carte blanche by virtue of the Fifth Amendment’s self incrimination clause to refuse to answer a question,” but can invoke the privilege only if “the answer one would give if one did answer it (and answer it truthfully) must have some tendency to subject the person being asked the question to criminal liability.” “To claim the privilege validly a defendant must be faced with “substantial hazards of self-incrimination, that are real and appreciable and not merely imaginary and unsubstantial.” Accordingly, the only inference that could be drawn from Gillispie’s refusal to answer questions is that the answers would tend to incriminate him.


Here is the SEC Reply:


The SEC's Motion to Strike:


Wednesday, June 6, 2012

SEC Files Motion For Partial Summary Judgment Against Alternate Energy Holdings, Inc., and CEO Don Gillispie

On June 1, the SEC filed a Motion for Partial Summary Judgment against AEHI and CEO Don Gillispie based on a very interesting "Statement of Undisputed Material Facts" which contains multiple references to Gillispie's  assertion of Fifth Amendment rights and the fact that by so doing, he "removes any chance that any other explanation can be offered."  The Memorandum in Support also points out that, "Parties are free to invoke the Fifth Amendment in civil cases, but the court is equally free to draw adverse inferences from their failure of proof.”
The Memorandum goes on to explain, "In any event, Gillispie is now precluded from presenting evidence in opposition as to matters on which he has invoked the Fifth Amendment privilege, including his knowledge." (p.24) (emphasis added)
See the Memorandum in Support below:

Here is the SEC's Statement of Undisputed Material Facts upon which they base the Motion for Partial Summary Judgment, included below that. The actual SEC Motion:

Tuesday, June 5, 2012

Source Capital Group Exec Scolded AEHI CEO Don Gillispie for "Inappropriate and Misleading" Stockholder Communication

A few more interesting nuggets are found in the latest pile of documents filed in support of the SEC's motion for partial summary judgment.  Alert readers may recall the the post some time ago discussing "DonSpeak" and Gillispie's constant press release claims to "have funding commitments" which he directly contradicted in all of the company's quarterly and annual reports.

On September 9, 2009, AEHI CEO Don Gillispie sent out a shareholder update and stock solicitation (also posted on his "Clean Energy" blog here) which made the claim that that, "“The Idaho reactor, Idaho Energy Complex, is the process of seeking local approval and we expect it by year’s end....   We have a funding commitment from Source Capital for the site."

That particular notification did not sit well with Source Capital Group's "Senior Managing Director of Investment Banking," Richard Kreger, who wrote to Don a few days after the update:

"It was inappropriate and misleading for the company to notify its shareholders that the company has a funding commitment from Source Capital. What the company has from our firm is a commitment to raise capital for the company on a “Best Efforts” basis. Please clear all communications with us before communicating this kind of information with the public.

Here is the document filed by the SEC June 1, which has the email from Mr. Kreger to Don: (go to page 2 of 64, AEHI's "inappropriate and misleading" shareholder communication is right below it.

Interestingly, it was not the first time Mr. Kreger scolded Don for going too far with his "misleading" claims.

Here's the text of a June 5, 2009 AEHI Press Release:

"AEHI signs agreement with Source Capital Group to fund Idaho nuclear site Boise, Idaho, June 5, 2009 – Alternate Energy Holdings, Inc (OTC: AEHI.PK): AEHI signs an agreement to utilize Source Capital Group, Inc. to raise capital for the Idaho nuclear plant site project this week. The funds will cover land, water rights and engineering services to obtain NRC approval to construct and operate an advanced nuclear plant in Elmore County, Idaho. CEO Don Gillispie said, "This is a major step in the process to bring the first commercial nuclear plant to Idaho and the first advanced nuclear plant to the western US that is so in need of clean, low cost base load power to sustain industry and agriculture. We are very pleased to have a company with Source Capital's experience in raising funds for energy projects on board." Richard Kreger, Senior Managing Director of Investment Banking for Source Capital, stated that “Mr. Gillispie and his team have an extensive background in the nuclear power industry and have developed a compelling plan to create a new and much needed energy source for the western United States. We are excited to bring the merits of their vision to investors in an effort to ensure the success of this worthy project.” David Harris, President of Source Capital Group, Inc., affirmed that “clean, low cost energy is one of the most vital areas of focus for our nation’s future. Source is pleased to have the opportunity to leverage its financial services expertise in the energy sector to raise capital for AEHI and this important initiative.”

Mr Kreger sent this admonishment to Don after reading the press release:

“You should have forewarned me about that, number 1. Number 2, I requested that you remove my quote. This is not the way to kick things off. Number 3, I will not speak with reporters at all should they call me as the company is public and I can not disclose material non-public information in regards to this project to anyone not under NDA with the company.”


That email exchange is on page 53 of this document from the SEC filing:

Sunday, June 3, 2012

AEHI CEO Don Gillispie: "Based on the advice of Counsel, I invoke my rights under the Fifth Amendment and decline to answer." - 134 Times!

In a sworn deposition with SEC attorneys on April 27, 2012, Alternate Energy Holdings, Inc. CEO Don Gillispie asserted his Fifth amendment right against self-incrimination no less than 134 times in about an hour and a half.  Many of the questions are very simple, like the first one:  "Mr. Gillispie, are you married?"

Some very interesting developments alongside the SEC case appear to have motivated Don's reluctance to speak.  Page 27 has the most intriguing partial information, some of which has been redacted by the SEC.  Don's attorney says he is "representing him in connection with...." and five lines are blacked out.  He goes on to say "In my experience people who are investigated who are charged criminally may be innocent, and in Mr. Gillispie's situation, I mean, he certainly denies any criminal wrongdoing."
On page 28, the SEC attorney, in explaining the situation, gives us a few more clues:
"Just at the outset I would say that any criminal investigation is not within the purview of the SEC.  It's within the purview of the US Attorney's office here in Boise.  And, of course, if you have questions about that, I would refer you to the US Attorney's office."  Then, three and a half more lines are blacked out.

  Something very interesting is going on alongside both of AEHI and Gillispie's Federal Court cases, which are only civil, not criminal cases.

There are more clues scattered about the record- a reference in an earlier response to a motion to compel in which AEHI refers to the government having "seized computers,"  AEHI filing motions to seal documents which could "cause harm to defendants" if made public, and in a new court case filed in Payette county, (paragraph 51 on page 43, this little nugget:
"Payette County officials not only ignored evidence of fraud that had been presented in US District court, but they also apparently ignored the existence of a federal criminal investigation of the AEHI stock fraud scheme. On February 9, 2011, Payette County received a request for records from Special Agent Melissa Ripley of the U.S. Department of Treasury,  Internal Revenue Service, Criminal Investigation Division." (emphasis added)

Below are the actual deposition and Payette Lawsuit documents:




Thursday, November 17, 2011

AEHI CEO Turning Failure Into Success: How to Not Do Your Homework and Still Get a Big Fat Raise

The Dog Keeps Eating Our Homework, part...what, 5?

This has been covered before, but now it's starting to look like a bad habit:

April 1, 2011:  Instead of the Annual Report due the day before, AEHI filed a "Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405"  Why? Because they were "not able to timely compile the subject report without unreasonable effort or expense."

May 17, 2011:  Instead of the Quarterly report due the day before, AEHI filed a "Notification of inability to timely file Form 10-Q or 10-QSB." Again, they offer up the half-assed excuse, "Registrant was not able to timely compile the subject report without unreasonable effort or expense."

June 13, 2011: On the heels of these two failures by CEO Don Gillispie to effectively  manage his company so as to comply with rudimentary SEC filing requirements, the AEHI board takes decisive action:   "On June 10, 2011, the Board of Directors of Alternate Energy Holdings, Inc. approved a fifteen percent (15%) increase in the monthly salary of Donald L. Gillispie, the Company’s President and Chief Executive Officer, from $40,000 per month to $46,000 per month, to be effective as of July 1, 2011."

Taking the Board's clear signal in the form of his 15% raise,  AEHI CEO Don Gillispie and his staff continue as usual, blowing off the next two SEC reporting deadlines:

August 16, 2011:  Instead of the Quarterly Report due the day before, AEHI filed a "Notification of inability to timely file Form 10-Q or 10-QSB" Why again? You guessed it: "Registrant was not able to timely compile the subject report without unreasonable effort or expense."

November 15, 2011:  Instead of the Quarterly Report due that day, AEHI filed a "Notification of inability to timely file Form 10-Q or 10-QSB"  Yeah, they did.  Again:  "Registrant was not able to timely compile the subject report without unreasonable effort or expense."

Four consecutive SEC filing dates deadlines, known well in advance.  Four consecutive failures on the part of the CEO to ensure his company filed those reports by the deadline.

What should we expect? -  he does only get $552,000.00 a year in cash compensation for all that hard work, after all.

Monday, October 10, 2011

Who's The New Guy?

AEHI announced a new hire on October 5th:

Alternate Energy Holdings, Inc. today announced the hiring of J. Peter Honeysett as Director of Nuclear Projects, a newly-created position focused on directing the Payette, Idaho nuclear project and others as they relate to nuclear energy.
A 29-year veteran of the nuclear industry, Honeysett spent his career with Florida Power and Light working in operations at the St. Lucie Nuclear Power Plant in Port St. Lucie, Florida. As a senior licensed operator he has been involved in all aspect of plant operations throughout his career including the responsibility of overseeing operations of both nuclear reactors at St. Lucie.

Where might one have heard about this fellow before?  Here is a letter he wrote in support of AEHI to Payette County during the rezone process:

Look at how closely the press release bio matches Mr Honeysett's own letter.  

Interesting that AEHI didn't announce a job search prior to hiring for this 'newly-created position.' It's also interesting that someone local was not hired. One wonders what happened to all the resumes collected during AEHI's little resume stunt to generate rezoning support a couple of years ago. 

Saturday, July 30, 2011

Motion Sickness, Part II: Discovery Dispute Continues; SEC Files Motion to Compel AEHI to Produce and Preserve Documents

Continuing the saga of the discovery dispute from May, the SEC has now filed a Motion to Compel Alternate Energy Holdings, Inc., and its CEO Don "Idunno" Gillispie to produce the shit the SEC has been asking for since, oh, 'round 'bout Dec 27th or so, give or take . The SEC looks to be none too happy with AEHI's attorneys shenanigans, so the SEC fired this motion off, escalating things a bit:

Motion to Compel
Memorandum in support of Motion to Compel
Declaration of SEC Attorney David Berman 
Exhibits A-F
Exhibit G:  Deposition of Don Gillispie, June 28, 2011.
Exhibits H-P


Interesting look at our CEO with 45 years experience who is somehow worth more than $40,000.00 per month:   
Video of SEC attorneys asking Don a simple question.

Q. Is AEHI China incorporated in the United States?
A. N0.
Q. Is it incorporated in China?
A. They have a Chinese business license. I do not know if they are incorporated in China.
Q. Is AEHI China incorporated in any jurisdiction?
MR. ROTH: In the US, you mean?
Q. BY MR. BERMAN: In any jurisdiction anywhere?
A. I really don't know. I just wanted to have a business license in China because that's
what we needed to be able to do this.
Q. When I say "incorporated," that implies that AEHI China may be a corporation. Let me ask a different question. Does AEHI China have a business form other than a corporation?
A. I don't know.
Q. For example, is AEHI China an LLC?
. I don't think so, but I'm not sure.
Or something called a Limited Company? . It may be that. That rings a bell.
Who would know whether AEHI China -

who would know about the corporate structure of AEHI China?

A. I assume Nancy Shi, since she's the one that set it up.

Q. Is AEHI China registered with the Chinese government in any way other than having a business license?
A. All these documents are in Chinese. I've seen the business license, and you can see "AEHI China" and everything else is in Chinese. I don't know exactly, but I know she had to get all of these pieces of paper to make this an existing entity that could operate in China. So whatever was required of it to get a license from the government, I know it took a business license because I've seen that. I think it may be issued from the government, and it is universal. It is not a city license, per se. We may do one in the state, but they do one for the whole country. I think the answer is yes to that question.
Q. I think you testified you don't have perfect understanding of this. S0 if you don't know, that's fine. I'm just going to ask some clarifying questions.
Does AEHI China have a charter from theChinese government?
A. I don't know.
Q. Does AEHI China report to the Chinese government in the way that AEHI reports to the Securities and Exchange Commission in the United States?
A. I don't know that either.
Q. D0 you know if AEHI China pays taxes in China?
A. I assume so.
MR. ROTH: If you don't know -
THE WITNESS: I don't know.
MR. ROTH: He doesn't want any assumptions. He wants to know what you know.
THE WITNESS: I do not. I don't know.
Q. BY MR. BERMAN: Does AEHI China pay taxes in the United States?
A. I don't know that either.

Q. Does AEHI China report to any ' United States based regulators?
A. I've never heard that mentioned.

Q. Does AEHI China work with any entity other than AEHI?
A. No.
Q. And let me clarify that. I'm thinking maybe I saw some hesitation, and I think know

Other than as a counter party, does AEHI China work on behalf of any other entity besides AEHI?
A. I do not believe so.
Q. Does AEHI China have a physical office anywhere?
A. Yes.
Q. And where is that located?
A. It's in Beijing.
Q. Can you tell me the address in Beijing?
A. Not off the top of my head. It is in the Central Business District.

Q. Does it have any other offices anywhere?
A. N0.
Q. Does it maintain files anywhere outside of its Beijing office? 1
A. I don't think so.

Monday, July 18, 2011

Idaho Samizdat Nuke Notes Blog Article on SEC vs. AEHI

Here's the latest take on the SEC vs. AEHI case from respected nuclear issues blogger Dan Yurman, at his Idaho Samizdat Nuke Notes Blog:

Impact on other nuclear programs in Idaho
AEHI’s now tarnished reputation has been a pain in the neck for the Idaho National Laboratory, which conducts nuclear energy R&D work for the federal government.
An anonymous source familiar with the issues at the Idaho lab told this blog this week via email that having a firm like AEHI in Idaho has often challenged INL's public image.
"We all too often have to defend our own programs and the nuclear industry because of their corrupt tactics, rhetoric, and confusing promises. The sooner AEHI goes away the better."
So much for AEHI's claims of credibility in the nuclear industry.

Wednesday, July 13, 2011

SEC Files Motion to Amend Original Complaint: "AEHI's Securities Lawyers and Investor Relations Firm Resigned Over Their Concerns"

The SEC on July 7th filed a Motion for Leave to Amend Complaint, outlining the SEC's addition of new claims and "further factual allegations describing the time, place, and manner of the defendants' fraud," in their case against Alternate Energy Holdings, Inc., CEO Don Gillispie, and Fomer Key Senior Executive Vice President (and now former President of Energy Neutral) Jennifer Ransom. And her dog Bosco's LLC, too.

Appendix A to the Motion is the Amended Complaint, and Appendix B (immediately following A in the same .pdf in the link) is the original Complaint with the proposed changes shown as strikethrough or underline for deleted or added material.

Lots of new shit has come to light in the amended complaint.  A couple of highlights:

One of the more interesting additions is paragraph 82, on page 20 of the Amended Complaint: (emphasis added)
AEHI Continues to Issue New Press Relaeases
82.  On or around September 22, 2010, after raising the issue with Gillispie and company management, AEHI's securities lawyers and investor relations firm resigned over their concerns about the volume and and nature of AEHI's press releases.

83.  Following these resignations, AEHI continued to issue a new press release almost every business day, including on October 4, 11, 14, 15, 18, 19, 25, 27, 28; November 1, 2, 8, 9, 11, 15, 17, 22, 29; and December 1, 2, 3, 6, 10, and 13, 2010.
On page 12, the SEC adds a new laundry list of Private Placement Memoranda that, according to the SEC, "falsely state" "that they have funding."


If the court grants the Motion for Leave to Amend Complaint, then AEHI will have 14 days to respond to the new allegations in the amended complaint.

As more new shit comes to light, the Dude will post it here.

Tuesday, May 31, 2011

AEHI Facebook Response: CEO Don Gillispie Too Busy To Respond to Former Board Member; "Speak to Someone Else"

A warning of sorts to Alternate Energy Holdings, Inc.'s newst board memberIf you leave, you might not get the answers you were looking for.  Oh Well.

Via AEHI's stock pumping Facebook page, former board member Gregory Kane finally gets a reply (a full 12 days later) to his question regarding his 2.5 million share stake in the company:
"Greg, there is no black out on AEHI stock. It is trading, but with a much smaller volume, based largely on price and the fact that there is no market maker on the stock. I cannot comment on how that is coming along, except to say that the proper paperwork has been filed, but what happens next is up to the FINRA approval process. As for Mr. Gillispie, he is very busy with pressing matters that relate to approving and building a nuclear power plant, so your broker will need to speak to someone else in the office."
Like maybe the Key Senior Executive Vice President for Lavish Expenditures?

Since he is a former board member, maybe Mr. Kane's shares are restricted- which could very well mean his shares are 'blacked out'- until the company removes the restriction.  One of the emails in the SEC case has Don directing someone to move shares from unrestricted back to restricted.  Maybe this former board member is simply seeking to have Don, or his Key Senior Executive Vice President for Administration and Asian American Relations remove the restriction on Kane's shares.  But, it appears, the folks at AEHI's World Headquarters are simply too busy to be bothered with such requests.

Here's the screenshot (with unrelated comments snipped out):


Updated: AEHI Announces New Board Member; No Stranger to Luxury, Generosity

Got this in email at DudeNews Headquarters this morning:




AEHI Logo 






May 31, 2011
For Immediate Release
  
Contact: Dan Hamilton
AEHI
 Tel: 208.939.9311



AEHI  Board Approves Dr. Glenda Baskin Glover as Director
Highly Respected and Distinguished African American Woman Joins Board

BOISE, IDAHO - May 31, 2011:  Alternate Energy Holdings, Inc. (OTCQB:AEHI; www.aehipower.com) announced today that Dr. Glenda Baskin Glover was approved as AEHI's newest Director by the company's Board of Directors including Chairman and CEO Don Gillispie.
Dr. Glover was carefully considered and approved based on her exceptional background and reputation.  She serves as the Dean of the College of Business at Jackson State University in Jackson. Mississippi. She holds a Ph.D. in business and economics and is one of few African American women to hold the economics Ph.D. - CPA - JD combination in the nation.
"I have been following AEHI for quite a while.  The company has an exciting business model and an extremely qualified CEO and Board that I believe is on the verge of accomplishing groundbreaking goals in the nuclear industry.  Some of those include plans to approve and build a new nuclear power plant in the United States and the company's push to implement nuclear desalination plants around the globe.  I want to be a part of it and I believe I have the necessary tools to help further those goals," said Dr. Glover.
"Dr. Glover is a perfect fit for AEHI.  She has extensive qualifications as a CPA, an economist, and an attorney.  She also has a notable background in energy having worked with Potomac Electric Power Company.  I believe she will be an exceptional addition to our Board," said Don Gillispie, AEHI CEO.
Dr. Glover's notable employment history includes the Chair of the Department of Accounting at Howard University, Senior Vice President and Chief Financial Officer of an engineering firm, Tax Manager at Potomac Electric Power Company, and accountant with Arthur Andersen & Company. Glover is licensed to practice law, known as an economic development specialist, regarded as one of the nation's experts on corporate governance, empowerment zones, and is highly sought political strategist. She has provided economic insight to key educational, political, and community issues for major national organizations.
Dr. Glover has served on numerous corporate and national boards such as The Student Loan Corporation - a subsidiary of Citigroup, The Lenox Group, Regions Bank of Mississippi, the Harvard Business School Management Alliance, Board of Examiners for the American Institute of Certified Public Accountants, the MetroJackson Chamber of Commerce, and Chairperson of the Jackson Municipal Airport Authority Board of Commissioners. Other affiliations include the National Bar Association, NAACP, The Links, Inc., and Alpha Kappa Alpha Sorority. 
About Alternate Energy Holdings, Inc. (http://www.aehipower.com) -- Alternate Energy Holdings develops and markets innovative carbon-free energy sources. The company is the nation's only independent nuclear power plant developer seeking to build new power plants in multiple non-nuclear states; Idaho Energy Complex is the lead project. Other business units include Energy Neutral(R), which reduces energy demands for homes and businesses (http://www.energyneutralinc.com) and Green World Water(TM), which assists developing countries with nuclear reactors for production of potable water, power generation and other suitable applications (http://www.greenworld-h2o.com).
Safe Harbor Statement: Statements in this press release which are not purely historical, including statements regarding Alternative Energy Holdings', intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. These statements are based on the beliefs of our management as well as assumptions made by and information currently available to us and reflect our current view concerning future events. As such, they are subject to risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among many others: our significant operating losses; our limited operating history; uncertainty of capital resources; the speculative nature of our business; our ability to successfully implement new strategies; present and possible future governmental regulations; operating hazards; competition; the loss of key personnel; any of the factors in the "Risk Factors" section of our Annual Report on Form 10-K for the most recently completed fiscal year; and any statements of assumptions underlying any of the foregoing. You should also carefully review the reports that we file with the SEC. We assume no obligation, and do not intend, to update these forward-looking statements, except as required by law.

### 




Looks like she's legit.
In which case, there'll might some changes in practice there at AEHI World Headquarters in Eagle.
Or, the'll have another director bail out in a few months.  We'll see.

Update: An Alert Reader found an article in the Jackson Advocate  which may shed some light on the selection of the new board member: (emphasis added)

It can certainly be said that Glover really enjoys the finer things in life, such as, expensive clothes, eating at high priced restaurants, taking cruises and jetting around the world seated in first class. However, Glover's humble upbringing of never forgetting where she comes from is oftentimes demonstrated by her anonymous gifts to the least of these.
For example, when she hears of a family being burned out or some other catastrophic event affecting the poor, she may show up driving her signature Jaguar car, bearing gifts of clothing items, furniture or a large check to ease the burden on the affected family. Or, she may give generously to her favorite civil rights organization to help fund their programs and objectives.
Hmm.  Sounds familiar.

Perhaps they met at some five-star resort, and maybe Don casually mentioned the troubles he and his Key Senior Executive Vice President face with lawsuits from the SEC and investors.
At which point, maybe the prospective board member would have offered, with a smirk and consdescending tone, "Let me show you how it's done in the real world."

As the Alert Reader pointed out, let's hope Don told her about the $2500 reporting rule if she seeks to indulge her penchant for luxury and generosity on the AEHI dime, at least.









Friday, May 20, 2011

Departed Director: Former AEHI Board Member Can't Seem to Get Answers- Now Just Another "Whining Shareholder?"

Alert Readers may recall Alternate Energy Holdings, Inc's February Board of Directors shakeup exodus, in which two Directors (28% of the board) resigned effective immediately, according to their timely filed(!) 8-K:

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 7, 2011, Alternate Energy Holdings, Inc. (the "Company") accepted the resignations, effectively immediately, of Mr. Leon Eliason and Mr. Gregory Kane from the Board of Directors of the Company. Mr. Eliason and Mr. Kane have each served on the Board of Directors of the Company since the Company’s inception in 2006. Both Mr. Eliason and Mr. Kane resigned due to personal reasons and not over any disagreement with the Company’s Board of Directors or its management. The Company intends to search for potential candidates to appoint as new directors of the Company to fill the vacancies created by Mr. Eliason’s and Mr. Kane’s resignations.

However, Alert Readers will want to take a look at AEHI's Stock Pumping Facebook Page, where the Dude observed an interesting comment by former Director Greg Kane: (took a screenshot in case the comment gets deleted)
 
Whoa.  A former director's stock broker can't get a call in to Five-Finger Double-Dipping Don?  Not even the (Now Conveniently Former) Key Senior Executive Vice President For Lavish Expenditures will return his calls?
 
But Wait, Dude!  Are you sure it's the same guy?
 
Yep.  He even posted the same comment on his own Facebook Page:
 
 
Sure enough, the "Eagle-I Nuclear Assistance" company matches Kane's bio from an earlier company 10-K:
 
Greg Kane, Vice President and Director
A past nuclear plant manager, Mr. Kane has served as Vice President and Board member of the Company since September 2006. Mr. Kane is the President of Eagle “I” Nuclear Assistance, a consulting firm that has provided management consulting to over 25 nuclear programs. Mr. Kane has held that position since 1998. Mr. Kane was previously the General Manager at Virginia Power’s twin unit PWR North Anna Nuclear Plant, where he was responsible for safe operation and budgeting of the station in the all aspects of operations. Mr. Kane has completed the Navy Nuclear Program.
It looks like this former Director might be trying to unload the shares he got stuck with during his tenure, and has run into some sort of snag, and now Don Gillispie won't return the broker's phone calls. 

How much stock did Kane get stuck with?

According to this Form 4, about  two and a half million shares:


No wonder Kane's a little miffed at his broker being blown off- that's somwhere near a quarter million dollars given the recent .08-.13 share price range. 

And, it's no wonder Don Gillispie and his Convenietly Former Key Senior Executive Vice President are blowing off the guy's broker- they sure don't want to have to tell the other shareholders that a former board member is trying to unload his stake, or part of it.

One gets the sense that perhaps not all is well at AEHI Interplanetary Headquarters...

Wednesday, May 18, 2011

New Filings in AEHI SEC Lawsuit: Motion Sickness and Discovery Disputes

On April 8, Alternate Energy Holdings, Inc. filed a Motion For Summary Judgment in the SEC's ongoing case against the company.  In it, and its attached Memorandum in Support and Statement of Undisputed Facts, the company essentially repeats claims made in their answer to the SEC's complaint, and leans a bit more on the assertion that (Now Conveniently Former)Key Senior Executive Vice President Jennifer Ransom was Actually Just Someone Hanging Around The Office And Answering Phones, and that she relied upon the advice of counsel in her failing to file any, like, paperwork or anything, as she unloaded a million shares of AEHI stock while filing her nails and arranging cruises, limousine service and trips to China. But the Dude digresses.

'Round about April 26th, the Judge issued an order adopting the parties' stipulation to response dates, discovery timelines, and on the 27th issued an order setting July 18, 2011, 9:00 AM as the hearing date.



Apparently, things went awry in the discovery process, and the parties whined to the judge via correspondence.  No dice, said the Judge.  Move me.



Thus was born yesterday's Motion to Vacate, which was accompanied by an interesting Memorandum in Support and three exhibits: Exhibits A, B and C.  The most interesting is Exhibit A, a memorandum from SEC attotrney David Berman to AEHI's lawyers, indicating AEHI's reluctance or refusal to produce relevant emails and documents in time for the SEC to be able to use them in a deposition tomorrow! (May 19th)  Check out some of the names and topics referred to in the memo: (emphasis and embedded links added)


Re: Securities and Exchange Commission v. Alternate Energy Holdings, Inc. etal., Case No.

Rich and Dick,

I write regarding the privilege log that you sent us last night for the documents produced by Pillsbury Winthrop Shaw Pittman. It is evident that defendants have directed Pillsbury to withhold a number of documnents that are clearly not privileged - either because of the basic nature of the documents, or because of the privilege waiver in this case, or both. Moreover, notwithstanding my previous request, defendants have not provided any explanation in the log as to why they believe the documents are privileged after the Waiver. Accordingly, we must ask that defendants reconsider their position and produce all responsive, non-privileged documents immediately, and in no event later than this Monday, May 16. This time frame is necessary to mitigate prejudice to the Commission, given that we are deposing Louis Bevilacqua - the Pillsbury partner at the center of defendants’ privilege waiver - on May 19 in Washington, D.C. in preparation for our response to defendants Summary Judgment Motion.

Because Mr. Bevilacqua’s deposition is scheduled for this coming Thursday, We do not have the time to identify each and every deficiency in the 163 page privilege log. Therefore, We have summarized below a few core categories of documents that have been improperly withheld.

A. Communications that are not privileged because they copy third parties.


A communication between a lawyer and his client is not privileged if a third party is present or copied. See generally In re Grand Jury Investigation, 974 F.2d 1068, 1071 n.2 (9th Cir. 1992) (test for privilege includes requirement that communication be “made in confidence.”). This is clearly the case for a large percentage of communications reflected in the log. For example:

PWSP00008-11 - Email copies David Waldman of Crescendo Communications

PWSP 000119-124 - Email copies Richard Kreger of Source Capital Group, Inc

PWSP 000533 - Email between Gillispie and Richard Hammond of UBS. Not only is no attorney party to the email, the email relates to “sale of Jenníe’s shares.”

PWSP 000540-541 - Email copies Martin Johncox and Cooper.

PWSP 000569 - Email copies Louis Shi, Jack Wynn, Tom Doss, Eric Cooper and Eddie Smith.

PWSP 001073 Email copies Jack Wynn.

PWSPOOOISO7-1509 - Email is between Gillispie and Richard Hammond of UBS (no attorney is party to the communication).

PWSP 0003003-4134 - More than 1,000 pages of letters are between Brian Buck of Pillsbury and Interwest Transfer Company (no client is party to the communication).

B. Documents that do not contain legal advice or Work product.


Documents are only privileged if they contain: (a) attorney-client communiications providing or reflecting legal advice, and/or (b) attomey work product created in anticipation of litigation. See . generally re Grand Jury Investigation, 974 F.2d at n.2; Admiral Ins. Co. v. US. Dist Ct., 881 F.2d 1486, 1494 (9th Cir. 1989) (citing Fed. R. Civ. P. 26(b)(3)). Cf United States v. Martin, 278 F.3d 988, 999 (9th Cir. 2002) (“The fact that a person is a lawyer does not make all communications with that person privileged.”) (internal citation omitted). Defendants have nowhere disclosed on which theory they are relying for the documents on the log. In fact, many of the documents on the log appear to fall into neither category. For example:

PWSP 0002953-2991 - Pillsbury invoices to AEHI

PWSP 0002992­3002 - Retention agreement between AEHI and Pillsbury

PWSP 0004250-4251 - Email summary is “Discussion regarding new counsel”

PWSP 007652-7656 Email summary is “Discussion re Pillsbury termination”

PWSP 007665 - Email summary is “Discussion about Revised Pillsbury legal bill”

C. Documents that are not priveleged because they are subject to defendants’ voluntary privilege Waiver.

Defendants have affirmatively claimed that Ms. Ransom is not liable under Section 16 of the Exchange Act because she relied on the advice of her counsel at Pillsbury when, in 2010, she chose not to publicly disclose her sale of a million AEHI shares. Defendants have rested this claim on the assertion that Mr. Bevilacqua was “the most knowledgeable and experienced person who had personal knowledge of Ms. Ransom’s title and obligations.”

A defendant “cannot be allowed, after disclosing as much as he pleases, to withhold the remainder.” Weil v. Inv. Indicators, Research & Mgmt., Inc., 647 F.2d l8, 24 (9th Cir. 1981) (quoting VIII J. Wigrnore, Evidence 2291, at 636). Said another way, defendants here cannot use the privilege as both a “sword” and a “shield.” And yet, this is what they appear to have done. The Pillsbury privilege log reflects that defendants have withheld documents related to the very same subject matter on which they have affirmatively waived privilege, and other documents that are necessary for the Commission to respond to their claim of reasonable reliance on counsel. For example:

PWSP 002120-2143, 00374-443 100 pages of email discussions between AEHI and Pillsbury regarding the filing of Forms 3 and 4 under Section 16 of the Exchange Act- the very statute under which Ms. Ransom is charged.

PWSP 002144-2149 - Emails relating to insider stock purchases and AEHI’s insider trading policy. These matters implicate the same disclosure issues and legal analyses that are at the center of defendants’ privilege Waiver.
 
PWSP 000573, 581-582 - Emails relating to “due diligence,” presumably regarding AEHI. These are plainly relevant to the question of what Mr. Bevilacqua knew (and was told) about AEHI and its management structure.


PWSP 000632-1019 - Almost 400 pages of emails relating to the drafting of AEHI’s 10-Q. These are plainly relevant to the question of what Mr. Bevilacqua knew (and was told) about AEHI and its management structure.

PWSP 006700-6735 - Same.

PWSP 004495-4497, 5691, 5693-5760, 5774-5775 - Emails relating to AEHI Private Placement Memoranda. These are plainly relevant to the question of what Mr. Bevilacqua knew (and was told) about AEHI and its management structure. For example, several AEHI PPMS describe Ms. Ransom as a “key member of management.”
AEHI's "Management Structure?" Ha! Four hundred pages of emails about a 10-Q? No wonder they were late.  AEHI's Insider trading policy?  What's a policy?
 
This is definitely getting more interesting. 
 
More updates as they are filed on PACER.