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MARC J. FAGEL (Cal. Bar No. 154425) MICHAEL S. DICKE (Cal. Bar No. 158187) MARK P. FICKES (Cal. Bar No. 178570) fickesm@sec.gov SUSAN L. LAMARCA (Cal. Bar No. 215231) lamarcas@sec.gov K.C. ALLAN WALDRON (Cal. Bar No. 231866) waldronk@sec.gov DAVID A. BERMAN (N.Y. Bar No. 4334884) bermand@sec.gov Attorneys for Plaintiff SECURITIES AND EXCHANGE COMMISSION 44 Montgomery Street, 26th Floor San Francisco, California 94104 Telephone: (415) 705-2500 Facsimile: (415) 705-2501 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF IDAHO SOUTHERN DIVISION SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v. ALTERNATE ENERGY HOLDINGS, INC., DONALD L. GILLISPIE, and JENNIFER RANSOM, Defendants, and BOSCO FINANCIAL, LLC, and ENERGY EXECUTIVE CONSULTING, LLC, Relief Defendants. DECLARATION OF K.C. WALDRON IN SUPPORT OF PLAINTIFFS REPLY MEMORANDUM FOR TEMPORARY RESTRAINING ORDER AND ORDER TO SHOW CAUSE REGARDING PRELIMINARY INJUNCTION Case No. 1:10-cv-00621-EJL

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I, K.C. Allan Waldron, declare as follows: I am an attorney duly admitted to practice in the State of California. I have personal knowledge of the facts set forth herein, and if called as a witness, I could and would competently testify as follows: 1. I am a staff attorney in the San Francisco Regional Office of the United States

Securities and Exchange Commission (the Commission), the plaintiff in the above-captioned matter. I am one of the attorneys who had primary responsibility for the Commissions investigation of this matter. I am also one of the attorneys responsible for litigating this matter. I have custody of the Commissions investigation file concerning this matter, including the documents described below. Publicly Filed Exhibits 2. During the course of the Commissions investigation, the Commission obtained

from Merrill Lynch an email dated May 18, 2009 and attached private placement memorandum (PPM), Bates numbered BAML_006354-6360 and attached together as Exhibit A. 3. The PPM contained in Exhibit A reflects Alternate Energy Holdings, Inc.

(AEHI) as the issuer and is dated February 13, 2009. The PPM states on page BAML_006355 that The project is funded and seeking NRC approval. The cover email contained in Exhibit A is dated May 18, 2009, is from Don Gillispie, and has the subject: Friends and family stock offer. The email from Gillispie contains the following statement, among others: funding will occur with the next 30 days or so lifting the stock even higher 4. During the course of the Commissions investigation, the Commission obtained

from an individual named Joe Weatherby an e-mail dated December 14, 2007, and attached PPM, Bates numbered by the Commission SEC_PUB000696-703 and attached together as Exhibit B. 5. The PPM contained in Exhibit B reflects AEHI as the issuer and is dated

November 30, 2007. The PPM states on page SEC_PUB000698 that The project is funded and seeking NRC approval. The cover email contained in Exhibit B is from Don Gillispie. 2

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6.

During the course of the Commissions investigation, the Commission obtained

from an individual named Joe Weatherby an e-mail dated November 29, 2008 and attached PPM, Bates numbered by the Commission SEC_PUB000729-737 and attached together as Exhibit C. 7. The PPM contained in Exhibit C reflects AEHI as the issuer and is dated

December 1, 2008. The PPM states on page SEC_PUB000732 that The project is funded and seeking NRC approval. The cover email contained in Exhibit C is from Don Gillispie. 8. During the course of the litigation, I caused our paralegal staff to download AEHI

press releases from the internet, including the press release titled Organizational Change at Alternate Energy Holdings, Inc.: Jennifer Ransom named as President of Energy Neutral dated September 3, 2010, attached as Exhibit D. This press release was obtained from the following address: http://archive.constantcontact.com/fs083/1103137275573/archive/1103658854991.html. 9. I have reason to believe that the press release at Exhibit D was at one time posted

on AEHIs own website, but has since been removed. Exhibit KK to the Declaration of K.C. Waldron dated December 14, 2010 [Docket No. 14] (the Waldron TRO Decl.) reflects that a press release with the same title and date as that contained in Exhibit D was listed by AEHI in its list of 2010 press releases. 10. During the course of the litigation, the Commission obtained the transcript of the

deposition of Donald L. Gillispie, as a corporate designee for AEHI and Energy Executive Consulting, LLC, taken by the Commission on January 10, 2011, excerpts of which are attached as Exhibit E. 11. During the course of the litigation, I caused our paralegal staff to download a

copy of AEHIs Form 10-K for fiscal year 2009, filed on March 31, 2010 (2009 AEHI 10-K), from the Bloomberg website, attached hereto as Exhibit F. An excerpted version of the 2009 AEHI 10-K was previously attached to the Waldron TRO Decl., but I am attaching hereto a full copy for the Courts convenience. 12. The 2009 AEHI 10-K, Exhibit F, identifies Ms. Ransom as being the beneficial

owner of 17,000,000 shares of AEHI common stock on page 42. 3

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13.

During the course of the Commissions investigation, the Commission obtained

from Interwest Transfer Company, Inc. transfer agent records for AEHI, excerpts of which are attached hereto as Exhibit G. 14. The transfer agent records at Exhibit G, SEC_AE 0003624, reflect that, as of

October 4, 2010, Ms. Ransom owned 8,000,000 shares of common stock. 15. The transfer agent records at Exhibit G, SEC_AE 0003571, reflect that, as of

October 4, 2010, Bosco Financial LLC owned 9,500,000 shares of AEHI common stock. 16. During the course of the litigation, the Commission obtained the transcript of the

deposition of Brian Webb, as corporate designee for Bosco Financial, LLC, taken by the Commission on January 12, 2011, excerpts of which are attached as Exhibit H. 17. As reflected in Exhibit H at 21:9-11, Webb testified that Ms. Ransom owns 99.99

percent of Bosco Financial, LLC. 18. During the course of the litigation, the Commission obtained the transcript of the

deposition of Rick J. Bucci, taken by the Commission on January 12, 2011, excerpts of which are attached as Exhibit I. 19. During the course of the litigation, the Commission obtained in discovery from

Defendants a Confidential PPM for Units Consisting of Interests in Reactor Land Development, LLC dated March 30, 2009, Bates numbered by defendants 2036 -2091 and attached as Exhibit J. 20. During the course of the litigation, the Commission obtained in discovery from

Defendants a Confidential PPM for Units Consisting of Interests in Reactor Land Development, LLC dated August 30, 2010, Bates numbered by defendants 2092 -2152 and attached as Exhibit K. 21. During the course of the litigation, the Commission obtained in discovery from

Kon Lin Investors a June 2010 AEHI Investor Presentation, Bates numbered SEC_KL 000849 000875 and attached as Exhibit L. 22. The contents of Exhibits D, E, F, J, K, and L are voluminous and cannot

conveniently be examined in the court. I reviewed these documents and created a summary chart 4

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of all the statements made by AEHI indicating that Jennifer Ransom was and is a key executive officer of the company, attached hereto as Exhibit M. 23. During the course of the Commissions investigation, the Commission obtained

statements from Mountain West Bank, UBS and Merrill Lynch for AEHIs bank accounts. The contents of these statements are voluminous and cannot conveniently be examined in court. I reviewed these statements, and I created a summary chart that lists pre-authorized debits reflecting payments made by AEHI to Idaho Mutual Trust, attached hereto as Exhibit N. 24. During the course of the Commissions investigation, the Commission obtained

credit card statements from UBS and Merrill Lynch. The contents of these statements are voluminous and cannot conveniently be examined in court. I reviewed these statements, and I created a summary chart that lists payments made by AEHI to Gillispies credit cards, attached hereto as Exhibit O. 25. During the course of the Commissions investigation, the Commission obtained

account statements and checks from Mountain West Bank. The contents of these statements and checks are voluminous and cannot conveniently be examined in court. I reviewed these statements, and I created a summary chart that lists payments made by AEHI to Jennifer Ransom in 2008, attached hereto as Exhibit P. 26. During the course of the Commissions investigation, the Commission obtained

account statements and checks from Mountain West Bank and Merrill Lynch. The contents of these statements and checks are voluminous and cannot conveniently be examined in court. I reviewed these statements, and I created a summary chart that lists payments made by AEHI to Jennifer Ransom in 2009, attached hereto as Exhibit Q. 27. During the course of the Commissions investigation, the Commission obtained

account statements and checks from Mountain West Bank and Merrill Lynch. The contents of these statements and checks are voluminous and cannot conveniently be examined in court. I reviewed these statements, and I created a summary chart that lists payments made by AEHI to Bosco Financial LLC, attached hereto as Exhibit R. 5

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28.

During the course of the Commissions investigation, the Commission obtained

credit card statements from UBS and Merrill Lynch. The contents of these statements are voluminous and cannot conveniently be examined in court. I reviewed these statements, and I created a summary chart that lists payments made by AEHI to Ransoms credit cards, attached hereto as Exhibit T.1 29. During the course of its investigation, the Commission obtained from Aaron

Hoddinott, President of Pinnacle Digest, a written response regarding his AEHI stock holdings, Bates numbered by the Commission SEC_AH 00003, and attached as Exhibit U. 30. The written response from Hoddinott at Exhibit U contains the text: I, Aaron

Hoddinott, personally invested in Alternate Energy Holdings private placement at $.05 (invested $4,000) and $0.10 (invested $17,000). The shares were subject to a six month hold. 31. Transfer agent records at Exhibit G, SEC _AE 0003598, reflect that, as of October

4, 2010, Hoddinott owned 170,000 shares of AEHI common stock. The records further reflect that the stocks owned by Hoddinott were issued on June 14, 2010 (110,000 shares) and July 6, 2010 (60,000 shares). 32. Based on Exhibits U and G, I can conclude that between June 14, 2010 and

October 4, 2010 Hoddinott obtained at least 170,000 shares of AEHI common stock for $.010 per share in private placements from AEHI. 33. On June 14, 2010, AEHI common stock closed at a price of $0.47. Waldron TRO

Decl. Ex. MM. On July 6, 2010, AEHI common stock closed at a price of $0.45. Id. The lowest closing price between June 14, 2010 and October 14, 2010 (the date that Pinnacle Digest published an article touting AEHI stock) was $0.39 on June 18, 2010. Id. The highest closing price during the same period was $.90 on September 20, 2010. Id. Based on this data, I can conclude that AEHI sold Hoddinott common stock at a discount of approximately 75%, and

Exhibit S has been intentionally omitted.

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potentially up to 89%, as compared to prices available in the market between the date of the sale and October 14, 2010. 34. Hoddinotts written response at Exhibit U indicates that he received an additional

80,000 shares in private placements from AEHI at $.05, although no date is provided. Based on this information, he may have received more stock from AEHI at an even deeper discount prior to October 14, 2010. 35. During the course of its investigation, the Commission obtained from Aaron

Hoddinott, President of Pinnacle Digest, brokerage records of trading in AEHI common stock, Bates numbered by the Commission SEC_AH 000026, and attached as Exhibit V. 36. During the course of its investigation, the Commission obtained from the United

States Department of Justice a September 9, 2009 letter from Gillispie to AEHI investors, Bates stamped by the Commission SEC_USAO 000102, attached hereto as Exhibit W. 37. During the course of its investigation, I caused our paralegal staff to download

AEHI press releases from the internet, including the press release titled AEHI Opening Office in China for Funding and Joint Ventures dated June 18, 2009, and the press release title Alternate Energy Holdings to Market Nuclear Desalination Reactors in West Africa dated October 11, 2010. These press releases were obtained from the following addresses: http://www.alternateenergyholdings.com/news/press-releases-all-news/press-releases-all-news2010.aspx?udt_15184_param_detail=3702; and http://www.alternateenergyholdings.com/news/press-releases-all-news/press-releases-all-news2009.aspx?udt_15331_param_detail=3786, attached hereto as Exhibit X. 38. During the course of the litigation, I caused our paralegal staff to download

AEHIs monthly newsletters from the internet, including the May 2010 newsletter, attached hereto as Exhibit Y. 39. During the course of the litigation, I caused our paralegal staff to download a July

23, 2010 article from The New York Times, title Odes to a dead Climate in 140 Characters or Less, from the New York Times website, 7

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http://www.nytimes.com/gwire/2010/07/23/23greenwire-odes-to-a-dead-climate-bill----in-140characte-17741.html?emc=etal, attached hereto as Exhibit Z. 40. During the course of the litigation, I caused our paralegal staff to print the opinion

in United States v. Jenkins, Nos. 09-10109, 09-10110, slip op. (9th Cir. Jan. 25, 2011) from the 9th Circuit website, http://www.ca9.uscourts.gov/datastore/opinions/2011/01/25/09-10109.pdf, attached hereto as Exhibit AA. Exhibits Filed Under Seal 41. FILED UNDER SEAL: During the course of the litigation, the Commission

obtained from Idaho Mutual Trust, LLC a lease agreement between Idaho Mutual Trust LLC and AEHI, and several lease extensions, SEC_IMT 00005-11, attached hereto as Exhibit BB. 42. FILED UNDER SEAL: The address in the property subject to the lease in Exhibit

BB is the same address associated with Gillispie in his Mountain West Bank account opening statement, Waldron TRO Decl, Ex. QQ. 43. FILED UNDER SEAL: During the course of the litigation, the Commission

obtained from Idaho Mutual Trust, LLC certain Authorization Agreements for Preauthorized Withdrawals, SEC_IMT 00001-4, attached hereto as Exhibit CC. 44. FILED UNDER SEAL: During the course of the litigation, I caused our paralegal

staff to download a realty listing from the website www.zillow.com containing information about the property subject to the lease in Exhibit BB, attached hereto as Exhibit DD. 45. FILED UNDER SEAL: During the course of the Commissions investigation, the

Commission obtained from Mountain West Bank the account statement for Bosco Financial LLC for the month of December 2010, Bates stamped by the Commission SEC_MW 0001213-1226, and attached hereto as Exhibit EE. 46. FILED UNDER SEAL: During the course of the Commissions investigation, the

Commission obtained from Mountain West Bank the personal account statement for an account jointly held by Gillispie and Ransom for the month of December 2010, Bates stamped by the Commission SEC_MW 000887-897, and attached hereto as Exhibit FF. 8

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I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct and that this declaration was executed on January 28, 2011, in San Francisco, California.

/s/ K.C. Allan Waldron K.C. Allan Waldron