GORDON LAW OFFICES Philip Gordon, ISBN 1996...

Case 1:10-cv-00634-BLW Document 29 Filed 06/17/11 of 39

GORDON LAW OFFICESPhilip Gordon, ISBN 1996Bruce S. Bistline, ISBN 1988623 W. Hays St.Boise, Idaho 83702Telephone: (208) 345-7100Fax: (208) 345-0050Email: [email protected] [email protected]

THE ROSEN LAW FIRM, P.A.Laurence M. Rosen, Esq.Timothy W. Brown, Esq.Phillip Kim, Esq.275 Madison Avenue, 34th FloorNew York, New York 10016Telephone: (212) 686-1060Fax: (212) 202-3827Email: [email protected]: [email protected]: [email protected]

Attorneys for Plaintiffs and the Class

UNITED STATES DISTRICT COURTFOR THE DISTRICT OF IDAHO

LANCE TEAGUE, INDIVIDUALLY AND ON )BEHALF OF ALL OTHERS SIMILARLY )SITUATED, ) Case No.: 1: 1 0-cv-00634-BLW

Plaintiff, ) CLASS ACTION AMENDEDCOMPLAINT FOR VIOLATION

vs. ) OF FEDERAL SECURITIES LAWS

ALTERNATE ENERGY HOLDINGS, INC., ) JURY TRIAL DEMANDEDDONALD L. GILLISPTF, AND JENNIFER )RANSOM, )

Defendants. )

CLASS ACTION AMENDED COMPLAINT FOR VIOLATION OF FEDERAL SECURITIES LAWS1


Lead Plaintiff Jerry Pehlke, Jr. and named plaintiffs Lance Teague and Cammi Veenstra

(collectively "Plaintiffs"), individually and on behalf of all other persons similarly situated, by their

undersigned attorneys, allege in this Amended Complaint the following upon knowledge, with

respect to his own acts, and upon facts obtained through an investigation conducted by their counsel,

which included, inter alia, (a) review and analysis of relevant filings made by Alternate Energy

Holdings, Inc. ("Alternate Energy," "AEHI," or the "Company") with the United States Securities

and Exchange Commission (the "SEC"); (b) review and analysis of Defendants' public documents,

conference calls and press releases; (c) review and analysis of securities analysts' reports and

advisories about the Company; and (d) information readily obtainable on the internet. Plaintiffs

believe that further substantial evidentiary support will exist for the allegations set forth herein after

a reasonable opportunity for discovery. Most of the facts supporting the allegations contained herein

are known only to Defendants or are exclusively within their control.

NATURE OF THE ACTION

1. Plaintiffs bring this class action on behalf of all persons and entities who purchased

the securities of Alternate Energy during the time period between October 23, 2006 through

December 14, 2010, inclusive. Plaintiffs assert two types of violations under the federal securities

laws: (1) stock market manipulation of AEHI securities trading ("Market Manipulation"), and (2)

making false statements and omissions of material fact to investors ("False Statements").

2. The Market Manipulation claims are made on behalf of all AEHI investors who

purchased AEHI common stock during the period from October 23, 2006 through December 14,

2010, inclusive (the "First Class Period").



3. The False Statements claims are made on behalf of all AEHI investors who

purchased AEHI common stock during the period from March 31, 2009 through December 14, 2010,

inclusive ("Second Class Period").

4. Plaintiffs seeks to recover damages caused by Defendants' violation of Sections 10(b)

and Rule lOb-5 thereunder, and Section 20(a) of the Securities Exchange Act of 1934 (the

`Exchange Act").

5. According to their public filings with the Securities Exchange Commission ("SEC"),

Alternate Energy purports to operate in the electric power generation industry by acquiring and

developing nuclear plant sites and obtaining licenses for their construction and operation throughout

the United States, especially Idaho.

6. Throughout the First Class Period, which begins shortly after Company's

incorporation in September 2006, Alternate Energy and certain of its officers and directors made

materially false and misleading statements and engaged in a scheme to manipulate and artificially

inflate the market price of Alternate Energy stock by (1) paying stock promoters to create artificial

demand in the marketplace through end of day stock purchases, and failing to disclose the same (2)

misrepresenting that Company's officers and directors never sold any shares ofthe Company's stock;

(3) understating the amount of the Company's officers' and directors' compensation by the

Company; (4) misrepresenting that a company that published a favorable article about the Company

was not paid by the Company; and (5) misrepresenting the Company's true financial condition and

potential business prospects.

7. Throughout the Second Class Period, which begins on March 31, 2009, Alternate

Energy and certain of its officers and directors made materially false and misleading statements by



(1) misrepresenting that Company's officers and directors never sold any shares of the Company's

stock; (2) understating the amount of the Company's officers' and directors' compensation by the

Company; (3) misrepresenting that a company that published a favorable article about the Company

was not paid by the Company; and (4) misrepresenting the Company's true financial condition and

potential business prospects.

8. More specifically, Defendant Donald L. Gillispie ("Gillispie") engaged in a scheme

by which he hired stock promoters and issued press releases in order to artificially inflate the value of

the Company's stock. He never disclosed these activities to the public. Indeed, the Company issued

a number of public statements assuring the investing public that Gillispie had not sold any of his

shares of the Company. In reality Gillispie sold more than a million shares of the Company during

the Class Periods, and thereby collected considerable monies by virtue of his fraudulent scheme.

9. On September 7 and September 30, 2010, the Company issued press releases stating

that no officer or director of the Company, since the Company's inception, had sold any of his or her

shares of the Company.

10. These statements were patently false as Defendant Jennifer Ransom ("Ransom"),

Alternate Energy's Secretary and Senior Vice-President of Administration had sold one million

shares of the Company between June and September 2010 at the behest of Defendant Gillispie.

11. The Company's 2008 annual report filed with the SEC materially understated the

compensation paid by the Company to Ransom in 2008.

12. The Company's 2009 annual report filed with the SEC materially understated the

compensation paid by the Company to Gillispie and Ransom in 2009 (and paid to Ransom in 2008).



13. It was not until December 16, 2010, when the SEC instituted a civil action against

Alternate Energy and Defendants Gillispie and Ransom, that any reasonable investor or class

member could have reasonably suspected that the Company's statements with respect to Defendants'

Company stock positions and compensation were false and misleading. Nor could investors have

reasonably suspected that the Company and certain of its officers and directors were engaging in a

scheme to artificially inflate the Company's stock price.

JURISDICTION AND VENUE

14. The claims asserted herein arise under and pursuant to Sections 10(b) and 20(a) of

the Exchange Act, (15 U.S.C. §78j(b) and 78t(a)), and Rule lOb-5 promulgated thereunder (17

C.F.R. §240.10b-5).

15. This Court has jurisdiction over the subject matter of this action pursuant to §27 of

the Exchange Act (15 U.S.C. §78aa) and 28 U.S.C. § 1331.

16. Venue is proper in this Judicial District pursuant to §27 of the Exchange Act, 15

U.S.C. § 78aa and 28 U.S.C. § 1391(b). Defendant AEHI maintains its principal executive offices

in this District and many of the acts and transactions alleged herein, including the preparation and

dissemination of statements containing materially false and misleading information and omissions of

material fact, occurred in substantial part in this District.

17. In connection with the acts, conduct and other wrongs alleged in this Amended

Complaint, Defendants, directly or indirectly, used the means and instrumentalities of interstate

commerce, including but not limited to, the United States mail, interstate telephone communications

and the facilities of a national securities exchange.



PARTIES

18. Court-appointed Lead Plaintiff Jerry Pehlke, Jr. purchased AEHI common stock

during the Class Periods and has suffered damages as a result. His certification was previously filed

with the Court and is incorporated herein by reference.

19. Named plaintiff Lance Teague purchased AEHI common stock during the Class

Periods and has suffered damages as a result. Mr. Teague's certification was previously filed with

the Court and is incorporated herein by reference.

20. Named plaintiff Cammi Veenstra purchased AEHI common stock during the Class

Periods and has suffered damages as a result. Ms. Veenstra's certification is attached hereto.

21. Defendant Alternate Energy is a Nevada corporation headquartered in Eagle, Idaho.

Since 2007, the Company's principal executive offices were located at 345 911 E. Winding Creek

Dr., Suite 150, Eagle, Idaho. Prior to that, the Company was based out of Defendant Gillispie's

home in Virginia. Alternate Energy's stock was listed on the OTC Bulletin Board and on the Pink

Sheets operated by OTC Markets, Inc. (ticker symbols: AEHLBB and AEHI.PK, respectively).

22. Defendant Donald L. Gillispie was President, CEO, and Chairman of AEHI since the

Company went public in September 2006.

23. Defendant Jennifer Ransom was, according to the annual report for fiscal year ended

December 31, 2009 filed as form 10-K with the SEC on March 31, 2010 ("200910-K") the Secretary

and Senior Vice-President of Administration of the Company since at least May, 2008.

24. The 200910-K stated that Ransom is one of AEHI's "Key Personnel." The 200910-

K listed Ransom as one of the "Persons who currently serve as the company directors or executive

officers." The 2009 10-K states that the "key members of the management team are Don Gillespie,



Greg Kane, Leon Eliason, James Taylor, Ken Strahm, Sr., Ralph Beadle, Rick Bucci, Jennifer

Ransom."

25. The 2009 10-K states that Ransom did not file a Foun 5 on a timely basis with respect

to common shares awarded to her as compensation in the fiscal year ended December 31, 2009, thus

recognizing that Ransom was an officer pursuant to Section 16 of the Exchange Act.

26. A June 2010 AEHI investor presentation states, "Proud Leadership Team:... A

company spokesperson, Ransom has served as AEHI vice-president of administration and corporate

secretary. Ransom has management experience in accounting, insurance and retail." A press release

dated September 3, 2010 states that Ransom is the Senior Vice President of Administration of AEHI

and is the President of Energy Neutral, an AEHI subsidiary.

27. Gillispie and Ransom are collectively referred to herein as the "Individual

Defendants."

28. Each of the Individual Defendants:

(a) directly participated in the management of the Company;

(b) was directly involved in the day-to-day operations of the Company at the

highest levels;

(c) was privy to confidential proprietary information concerning the Company

and its business and operations;

(d) was directly or indirectly involved in drafting, producing, reviewing and/or

disseminating the false and misleading statements and information alleged herein;

(e) was directly or indirectly involved in the oversight or implementation of the

Company;



(f) was aware of or recklessly disregarded the fact that the false and misleading

statements were being issued concerning the Company; and

(g) approved or ratified these statements in violation of the federal securities

laws.

29. Alternate Energy is liable for the acts of the Individual Defendants and its employees

under the doctrine of respondeat superior and common law principles of agency as all of the

wrongful acts complained of herein were carried out within the scope of their employment with

authorization.

30. The scienter of the Individual Defendants and other employees and agents of the

Company is similarly imputed to Alternate Energy under respondeat superior and agency principles.

PLAINTUYS' CLASS ACTION ALLEGATIONS

31. Plaintiffs bring this action as a class action pursuant to Federal Rule of Civil

Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all persons who purchased securities of

Alternate Energy during the Class Periods and who were damaged thereby. Excluded from the Class

are Defendants, the current and former officers and directors of the Company, members of their

immediate families and their legal representatives, heirs, successors or assigns and any entity in

which Defendants have or had a controlling interest.

32. The members of the Classes are so numerous that joinder of all members is

impracticable. Throughout the Class Periods, Alternate Energy's securities were actively traded on

the OTC Bulletin Board and the Pink Sheets operated by OTC Markets, Inc. While the exact number

of members of the two Classes is unknown to Plaintiffs at this time and can only be ascertained

through appropriate discovery, Plaintiffs believe that there are at least hundreds of members in the



proposed Class. Members of the Class may be identified from records maintained by Alternate

Energy or its transfer agent and may be notified of the pendency of this action by mail, using a form

of notice customarily used in securities class actions.

33. Plaintiffs' claims are typical of the claims of the members of the Classes, as all

members of the Classes are similarly affected by Defendants' wrongful conduct in violation of

federal law that is complained of herein.

34. Plaintiffs will fairly and adequately protect the interests of the members of the Classes

and have retained counsel competent and experienced in class and securities litigation.

35. Common questions of law and fact exist as to all members of the Classes and

predominate over any questions solely affecting individual members of the Classes. Among the

questions of law and fact common to the Classes are:

(a) whether the federal securities laws were violated by Defendants' acts as

alleged herein;

(b) whether statements made by Defendants to the investing public during the

Class Periods misrepresented material facts about the business, prospects, sales, operations

and management of Alternate Energy, and whether these statements were made by

Defendants with knowledge of, or reckless disregard for, the fact that the statements were

false and misleading; and

(c) to what extent the members of the Classes have sustained damages and the

proper measure of damages.

36. A class action is superior to all other available methods for the fair and efficient

adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the



damages suffered by individual members of the Classes may be relatively small, the expense and

burden of individual litigation make it impossible for members of the Classes to redress individually

the wrongs done to them. There will be no difficulty in the management of this action as a class

action.

SUBSTANTIVE ALLEGATIONS

37. The First Class Period begins on October 23, 2006 when the Company went public

through a reverse merger with Nussentials Holdings, Inc.

38. Throughout the Class Periods, AEHI did not earn a single dollar in revenue.

39. Defendants announced various ventures of AEHI including building a nuclear reactor

in Idaho, harvesting lighting, and nuclear-powered desalination reactors to provide developing and

Third World countries with clean water.

40. Gillispie stated in an interview on November 12, 2010 that eventually AEHI "could

rival Exxon Mobil in profitability."

41. From the beginning of the First Class Period, and possibly earlier, Gillispie engaged

in a scheme by which he utilized stock promoters to manipulate Alternate Energy's stock price.

42. In particular, in exchange for Alternate Energy stock, Gillispie knowingly ordered

these promoters to buy the Company's stock at the end of certain trading days so as to artificially

inflate the stock's price and trading volume.

43. When, in 2009, Gillispie grew frustrated with said promoters because of their

purported failure to sufficiently manipulate the price of Alternate Energy common stock, he

instructed them to purchase ever larger quantities of the Company's stock. Gillispie also offered


Case 1:10-cv-00634-BLW Document 29 Filed 06/17/11 Page 1 1 of 39

incentive awards, such as offering larger quantities of stock to the promoters if they reached certain

price targets.

44. Gillispie also utilized misleading press releases to complement the fraudulent scheme

described above.

45. Examples of Defendants' communications with promoters to effect the fraudulent

scheme are laid out below.

46. On October 23, 2006, Gillispie sent an email to a person named Billy Harbour, which

stated: "Billy, See if you can get the stock up to at least a $1.00...I am dealing with a buyer who

thinks he wants 2,000,000 restricted shares... Thanks, Don."

47. On December 4, 2006, Gillispie sent an email to Harbour, which stated: "Billy, See if

you can push the stock price to $1.00 this afternoon ... it is 89 cents now ... then it will be ready for

our press release tomorrow... See you tonight..."

48. On January 17, 2007, Gillispie sent an email to Harbour, which stated: "Billy.—there

is no evidence you have been buying stock today or any day recently at $1.00 or higher .... I had

someone buy 100 shares this morning at $1.20 and the stock jumped to that price accordingly....and

then drifted down to 96 cents....please don't lie to me about this any more ...it does not help in

rebuilding your character now...."

49. On January 17, 2007, Harbour replied to Gillispie's email dated January 17, 2007

with an email, which stated: "proud purchaser of 51 shares of AEHI today at 3:45 and the same

yesterday (not sure of the time of day though). Will forward trading tickets .... my pleasure."

50. On January 18, 2007, Gillispie replied to Harbour's email dated January 17, 2007

with an email, which stated: "As stated before, buy at least 100 if you want to affect the price."



51. On May 19, 2007, Gillispie sent an email to Harbour, which stated: "Billy ... How is

your cold? I am leaving for vacation tomorrow morning for a week and I will offer you a

challenge... if you can get AEHI stock to stay at 50 cents or better during the week ... I will give you

some more stock. Now, you did not do so well when I went to Idaho in April with this request ... Do

you think you can do better this time? I have not seen any 101 purchases in quite a while now. Let

me know if you accept the challenge... Take care, Don."

52. On July 18, 2007, Gillispie sent an email to Harbour, entitled "Missing in action,"

which stated: "Billy... How goes it? I don't see any evidence of you buying stock and keeping us at

$1.00 or higher nor your friends moving the pile... volume numbers look the same.. Help ... the time

is now ... talking with big investors this week ... got check for $250,000 yesterday... Please get

going... Don."

53. On July 30, 2007, Gillispie sent an email to Harbour, which stated: "Billy ... I really

need some help with the stock price... can you, John and Charlie get some buyers? If we can get the

price to $3, we can move to the NASDAQ ... the other ingredients are almost in place ... it is the only

major barrier... after that the stock will expand... even ML can recommend Thanks, Don."

54. On August 7. 2007 Harbour sent an email to Gillispie, entitled "Re: Buy Billy Buy

now," which stated: "just got in .... will buy ASAP."

55. On August 7, 2007, Gillispie replied to Harbour's email dated August 7, 2007 with an

email, which stated: "It is not apparent John and Charlie are doing much... so I need you to keep it

from closing below 90 cents at least... thanks."

56. In order to effect Defendants' fraudulent scheme, Defendants also made statements,

knowing, or with reckless disregard for the fact, that they were false and misleading in the annual



report for the fiscal year ended December 31, 2008 filed as form 10-K with the SEC on March 31,

2009 ("2008 10-K"), the first day of the Second Class Period, that materially understated the

compensation Ransom received from the Company. In fact, Ransom personally received large sums

of money that investors were misled into believing was being used for the Company's business.

Gillispie, as CEO, and Ransom knew how much money Ransom was receiving from AEHI.

57. The 2008 10-K falsely reported that the company paid Ransom a flat fee of $60,000

of "other compensation" consisting of an "expense allotment, travel, auto and entertainment."

58. In fact, Ransom actually received at least $163,000 in cash from AEHI in 2008.

59. The 2008 10-K was signed by Gillispie and other officers and directors of AEHI.

60. The signed certification of Gillispie filed with the 2008 10-K pursuant to the

Sarbanes-Oxley Act of 2002 ("SOX") was materially false and misleading. In addition to stating that

he was "responsible for establishing and maintaining disclosure controls and procedures ... and

internal control over financial reporting," the certification falsely stated, in part, that the 2008 10-K

(a) "does not contain any untrue statement of a material fact or omit to state a material fact necessary

to make the statements made, in light of the circumstances under which such statements were made,

not misleading with respect to the period covered by this report," (b) "the financial statements, and

other financial information included in this report, fairly present in all material respects the financial

condition, results of operations and cash flows of the registrant as of, and for, the periods presented

in this report," and that Gillispie disclosed (c) "[a]ll significant deficiencies and material weaknesses

in the design or operation of internal control over financial reporting which are reasonably likely to

adversely affect the registrant's ability to record, process, summarize and report financial



information," and "[a]ny fraud, whether or not material, that involves management or other

employees who have a significant role in the registrant's internal control over financial reporting."

61. Defendants violated Regulation S-K Item 404 and FAS 57 by failing to disclose the

amount of money paid to Ransom in 2008, the payment being a related party transaction.

62. As part of Defendants' scheme, on September 7, 2010, AEHI issued a press release,

which made the following false and misleading statement: "Based on confidence in AEHI's

accomplishments and long term potential, company directors and line officers have maintained their

stock ownership, in which no shares have been sold since company inception."

63. As part of Defendants' scheme, on September 30, 2010, an AEHI press release quoted

Gillispie in making the following false and misleading statement: "Recent insider purchases and the

fact that neither I, our CFO, board members, nor any officers who have day-to-day line

responsibilities for running the company have sold a single share since the Company's inception

speak to our strong confidence in the outlook for the business."

64. By way of his fraudulent scheme and misleading press releases, Gillispie was able to

artificially inflate the value of Alternate Energy stock from $0.11 per share on April 1, 2010 to $0.85

per share on September 30, 2010.

65. Said press releases, however, were patently false because Ransom, a Senior Vice-

President of the Company, sold one million shares of Alternate Energy stock between June and

September 2010.

66. Ransom sold said shares as orchestrated by Gillispie.

67. Gillispie also sold an additional 137,000 shares through Brian Webb, an attorney for

Alternate Energy.



68. Gillispie, Ransom, and Webb all had brokerage accounts located at the same firm and

used the same broker.

69. Gillispie instructed the broker to sell stock for Ransom and Webb, including how and

when to execute the trades.

70. Ransom transferred at least $200,000 of the $675,000 in proceeds from her sales of

AEHI stock between June and September 2010 to Gillispie.

71. Thus, Gillispie sold shares of AEHI stock between June and September 2010 through

his nominees, Ransom and Webb.

72. As a result, the Company's statements indicating that no officer or director of the

Company had ever sold his or her shares of the Company were false and misleading because Ransom

sold her shares of the Company.

73. The Company's statements indicating that no officer or director of the Company had

ever sold his or her shares of the Company were also false and misleading because Gillispie used

Ransom and Webb as his nominees for stock sales, and thereby sold his shares of the Company.

74. AEHI and Gillispie made their statements that no officer or director of the Company

had ever sold his or her shares of the Company knowing, or in reckless disregard of the fact, that the

statements were false and misleading -- because both Gillispie and Ransom knew that each of them

had sold Company stock.

75. Ransom and Gillispie were each required to report their respective sales of AEHI

stock between June and September 2010, pursuant to Rule 16a-3 of the Exchange Act. However,

Ransom and Gillispie failed to file any SEC Forms 3, 4, or 5 disclosing those sales, which supports a

strong inference that AEHI and Gillispie made their statements that no officer or director of the



Company had ever sold his or her shares of the Company knowing, or in reckless disregard of the

fact, that the statements were false and misleading.

76. Examples of Defendants' communications pertaining to Defendants' sales of

Company stock before the false and misleading press releases dated September 7, 2010 and

September 30, 2010 are laid out below.

77. On May 21, 2010, Ransom sent an email to her financial advisor at UBS Financials

Services Inc., Richard Hammond, which stated: "Rich, I need to sell some stock when I get back.

We need to get together and chat about it. I want to do it smart and sell as little as possible to

accomplish my goals. I also would like to discuss warrants and options that I will be offered in

public offering as an officer of AEHI. Let's chat next week of coffee. I'd like to bring Brian Webb

so I make the best decisions. He's my attorney and very good friend. He handles all my stuff. I

made a big mess and Brian is trying hard to fix all my innocent but big mistakes. Take care, Jennie

P.S. Thanks for everything you do."

78. On June 5, 2010, Brian Buck, an attorney, sent an email to Gillispie, which stated: "I

haven't received any of the paperwork for her, but once I do I will get the opinion out."

79. On June 5, 2010, Gillispie sent an email to Hammond, which stated: "Hi Rich,

Whatever you can do to expedite this request to Brian Buck for Jennie would be appreciated. She

needs to sell quickly for personal reasons, but also it has an impact on the company if delayed ... not

to be repeated. Also, NASDAQ contacted us about listing this week .... J Thanks so much.. Have a

nice weekend... Don."



80. On June 6, 2010, Hammond replied to Gillispie's email dated June 5, 2010 with an

email, which stated: "Hi Don, I prepared all of the paperwork on Friday and it will be forwarded to

NY on Monday. I will keep you updated. All the best, Rich."

81. On June 14, 2010, Gillispie sent an email to Buck, which stated: "Hi Brian, Have you

done Jennie's option? The broker said it was requested a week ago. Have you seen it? She does not

want to sell her stock now, but there is an urgent need for the funds. Thanks, Don"

82. On June 14, 2010, Buck replied to Gillispie's email dated June 14, 2010 with an

email, which stated: "I just went back through all of my emails and faxes over the last 2 weeks and I

don't have anything for Jennie. I spoke to her broker, but I haven't received anything from him."

83. Later in the day on June 14, 2010, Gillispie sent an email to Hammond, ccing Buck,

which stated: "The lawyer, Brian Buck, says he did not get it ... please e-mail to him, it may be lost in

your system Thanks, Don."

84. On June 28, 2010, Gillispie sent an email to Hammond, which stated: "Hi Rich,

Please reactivate selling Jennie's stock tomorrow with careful instructions not to drop the price

(selling near the ask)... she needs to sell about 200,000 shares or $100,000 over the next 2 weeks or

so. So, about 15,000 shares a day ... 5,000 share increments work well. Heading to NYC tomorrow

to work on AMEX and public offering, plus analyst meetings, back late next week. Available by e-

mail and cell 208-230-4555 Have a great 4th Thanks, Don."

85. On July 14, 2010, Gillispie sent an email to Hammond, which stated: "Hi Rich, How

goes it these days? I need to come by and give you my stock soon....are you in the office this week?

How much money have you raised for Jennie? Best, Don."



86. On July 18, 2010, Gillispie sent an email to Hammond, ccing Ransom and Buck,

which stated: "I have communicated with Jennie and Brian ... let's stop selling Jennie's stock and sell

Brian's now... please... Brian will communicate with your regarding how much and the

timing... thanks.. Also, I need a report on how many shares were sold for Jennie for our SEC filing

for officers early next week plus start and end dates ... ... thanks Thanks so much..."

87. On July 19, 2010, Hammond sent an email to Joyce Shreven, the Branch Office

Administrator at UBS Financials Services Inc., which stated: "Joyce, Will you please research his

request for Jennie's stock. Thanks, Rich."

88. On July 19, 2010, Shreven replied to Hammond's email dated July 19, 2010 with an

email, which stated: "Rich, Jennifer has sold 219,600 shares of AEHI since 6/15/2010. I have

attached a Realized gain/loss report which shows all sales. Thanks."

89. On July 21, 2010, Gillispie sent an email to Hammond, which stated: "Rich, They

have not been active selling AEHI stock since July2 ... according bid ask dates. Best, Don."

90. On July 21, 2010, Hammond replied to Gillispie's email dated July 21, 2010 with an

email, which stated: "We were able to sell our total daily limit order yesterday and l OK shares for

Brian this morning. Rich."

91. On September 3, 2010, Gillispie sent an email to Hammond, ccing, Buck, which

stated: "I hope you selling Jennie's shares in this hot market period....thanks."

92. In order to effect Defendants' fraudulent scheme, Defendants also made statements,

knowing, or with reckless disregard for the fact, that they were false and misleading in the 200910-K

filed with the SEC on March 31, 2010, that materially understated the compensation Gillispie and

Ransom received from the Company. In fact, Gillispie and Ransom personally received large sums



of money that investors were misled into believing was being used for the Company's business.

Gillispie and Ransom knew how much money they were receiving from AEHI.

93. The 200910-K falsely reported that the Company paid Gillispie a flat fee of $133,000

of "other compensation" consisting of an "expense allotment for travel, auto, Idaho living expenses,

and entertainment."

94. However, in fact, Gillispie received from the Company in 2009 $367,456.15 in cash

and paid expenses — $234,456.15 more than the $133,000 disclosed to investors.

95. Gillispie double-dipped by keeping the cash that the 200910-K reported AEHI gave

him as an "expense allotment," while AEHI paid $143,500 in credit card bills for those same

expenses. These charges included travel to Asia, California, Colorado, and Las Vegas, flowers, and

almost $11,000 for Broncos season tickets. Also, AEHI paid about $36,000 for rent of his $500,000

house in Idaho. AEHI paid an additional $55,000 in undisclosed cash to Gillispie in 2009.

96. The 2009 10-K falsely reported that Ransom's cash compensation in 2008 was

$60,000 for "expense allotment, travel, auto, and entertainment."

97. In fact, Ransom actually received at least $163,000 in cash from AEHI in 2008.

98. The 2009 10-K falsely reported that Ransom's cash compensation in 2009 was

$130,000 for "expense allotment, travel, auto, and entertainment."

99. In fact, AEHI paid Ransom at least $191,028 in cash and expenses in 2009.

100. Ransom double-dipped by keeping $128,500 in cash that the 2009 10-K reported

AEHI gave her as an "expense allotment," while AEHI paid $62,500 to her credit cards for those

same expenses. These charges included travel to Asia, the Virgin Islands, Canada, California, and

Colorado.



101. The 2009 10-K was signed by Gillispie and other officers and directors of AEHI.

102. The signed certification of Gillispie filed with the 2009 10-K pursuant to SOX was

materially false and misleading. In addition to stating that he was "responsible for establishing and

maintaining disclosure controls and procedures and internal control over financial reporting," the

certification falsely stated, in part, that the 200910-K (a) "does not contain any untrue statement of a

material fact or omit to state a material fact necessary to make the statements made, in light of the

circumstances under which such statements were made, not misleading with respect to the period

covered by this report," (b) "the financial statements, and other financial information included in this

annual report, fairly present in all material respects the financial condition, results of operations and

cash flows of the registrant as of, and for, the periods presented in this report," and that Gillispie

disclosed (c) "[a]ll significant deficiencies and material weaknesses in the design or operation of

internal control over financial reporting which are reasonably likely to adversely affect the

registrant's ability to record, process, summarize and report financial information," and "[a]ny fraud,

whether or not material, that involves management or other employees who have a significant role in

the registrant's internal control over financial reporting."

103. Defendants violated Regulation S-K Item 404 and FAS 57 by failing to disclose the

amount of money paid to each of Gillispie and Ransom in 2009 (and paid to Ransom in 2008), the

payments being related party transactions.

104. Furthermore, On October 14, 2010, in order to effect Defendants' fraudulent scheme,

Defendants issued a press release announcing that Pinnacle Digest "vetted" and "recommended"

Alternate Energy stock. The press release stated that "Pinnacle Digest was not paid or compensated

by Alternate Energy in any way for writing the article."



105. The October 14, 2010 press release was false and/or misleading because Pinnacle

Digest's website clearly indicates that it was paid by Alternate Energy to display and distribute the

Company's news.

106. Moreover, at about the time that AEHI issued the press release about Pinnacle

Digest's recommendation of AEHI, that is between June 14, 2010 and October 4, 2010, AEHI had

sold at least 170,000 stock to the head of Pinnacle Digest pursuant to a private placement

memorandum at a steep discount ($0.10 per share) that was not available to the public. The lowest

price of AEHI stock between June 14, 2010 and October 14, 2010 was $0.39 per share. Pinnacle

Digest sold that stock after it published its October 14, 2010 article.

107. Defendants knowingly or recklessly stated that Pinnacle Digest was not paid for

writing the article about which Alternate Energy issued the press release, as Defendants knew that

they caused Alternate Energy to pay Pinnacle Digest for displaying and distributing Company news

and to sell Pinnacle Digest the Company stock at a great discount.

108. On December 16, 2010, the SEC filed a civil action in this Court (10-CV-00621-EJL)

against, among others, Alternate Energy and the Individual Defendants for violations of the federal

securities laws (the "SEC Action"). The complaint in the SEC Action made factual allegations

similar to those described herein.

109. Prior to filing the complaint in the SEC Action, on December 14, 2010, the SEC

issued an order to temporarily suspend trading of the Company's common stock. The suspension

was effective at 9:30 a.m. E.S.T. on December 14, 2010. As a result, Plaintiffs and the Class have

been damaged.



110. Pursuant to this Court's order in the SEC Action, all of the Company's assets were

frozen from December 18, 2010 through February 3, 2011. Thereafter, the Company agreed to report

to the SEC on a monthly basis all of its expenses that are $2,500 or greater during the pendency of

the SEC Action and not to violate any of the federal securities laws.'

ADDITIONAL ALLEGATIONS OF FALSE AND MISLEADING STATEMENTS,OF ACTIONS THAT WERE PART OF DEFENDANTS'

FRAUDULENT SCHEME, AND OF SCIENTER

111. An AEHI private placement memorandum dated May 18, 2009 ("May 18, 2009

PPM") included the following false and misleading statement: "The Project is funded and seeking

NRC approval."

112. Yet, an email dated May 18, 2009 from Gillispie, entitled "Friends and family stock

offer," to which the May 18, 2009 PPM was an attachment, contained the following statement

"funding will occur with the next 30 days or so lifting the stock even higher..." Thus, the statement

that the "Project is funded" in the May 18, 2009 PPM was false and misleading.

113. Because Gillispie himself stated that the funding had not yet occurred, he knew, or

was reckless in disregard of the truth, that his statement that the project was funded was false and

misleading.

114. The 2009 10-K falsely stated that "The Company and its subsidiaries have 15 full-

time employees. In addition, nine officers and directors provide certain services dedicated to current

corporate and business development activities."

1 This Amended Complaint incorporates by reference herein the following documents in the Docket of the SECAction: (1) the Complaint filed on December 16, 2010 (Docket No. 1); (2) the Court's Order approving stipulationof the parties to the SEC Action pertaining to SEC's Motion for Temporary Restraining Order (Docket No. 25); and(3) the Court's Order On Order To Show Cause (Docket No. 56).CLASS ACTION AMENDED COMPLAINT FOR VIOLATION OF FEDERAL SECURITIES LAWS

22


115. In fact, AEHI in 2009 had no salaried employees. Rather AEHI paid money regularly

to a handful of independent contractors.

116. Individual Defendants knew that they were not paid as salaried employees.

117. AEHI made false and misleading statements in press releases dated June 18, 2009 and

October 11, 2010, and in its May 2010 newsletter that AEHI has offices in Beijing, Seoul, and Lagos,

Nigeria.

118. In fact, certain investors have merely been working internationally to broker deals

between AEHI and businesses in foreign countries. In fact, AEHI has no financial interest at all in

any operations in Korea or Nigeria, and has a 10% stake in a potential, but currently nonexistent,

business in China.

119. As CEO, Gillispie knew that AEHI has no financial interest at all in any operations in

Korea or Nigeria, and has a 10% stake in a potential, but currently nonexistent, business in China

LOSS CAUSATION AND DAMAGES

120. The relevant truth concerning the Defendants' fraudulent conduct entered the market

on December 14, 2010 at 9:30 a.m. E.S.T., at which time the SEC issued an order to temporarily

suspend trading of the Company's common stock.

121. The closing price of AEHI stock on December 13, 2010 was $0.58.

122. On December 16, 2010 the SEC filed a civil action against Defendants.

123. News of the SEC's temporary suspension of trading of AEHI stock and of the SEC

Action adversely shocked the market.

124. When trading began after the temporary suspension of trading ended, on December

29, 2010, the price of AEHI stock opened at $0.06, and closed that day at $0.08.



125. The opening price of AEHI stock on June 15, 2011 was $0.12.

126. AEHI stock's price dropped catastrophically because the market became aware of

SEC's allegations that Defendants knowingly or recklessly engaged in a fraudulent scheme and made

materially false and misleading statements, as alleged in this Amended Complaint.

Applicability of Presumption of Reliance:Fraud-On-The-Market Doctrine

A. AFFILIATED UTE

127. Neither Plaintiffs nor the Classes need prove reliance, either individually or as a class,

under the circumstances of this case, which involves a failure to disclose sales made by Gillispie and

Ransom and a failure to disclose that Gillispie was paying third parties to promote AEHI stock.

Pursuant to the ruling of the United States Supreme Court in Affiliated Ute Citizens of Utah v. United

States, 406 U.S. 128 (1972), Plaintiffs need not prove reliance because the facts withheld by

Defendants were material in the sense that a reasonable investor might have considered the omitted

information important in deciding whether to have purchased or sold the subject security.

D. FRAUD-ON-TIC-MARL ET DOCTRINE

128. At all relevant times, the market for Alternate Energy common stock was an efficient

market for the following reasons, among others.

(a) Alternate Energy stock met the requirements for listing, and was listed and

actively traded on the OTC Bulletin Board, an efficient and automated market;

(b) During the First Class Period, on average, 790,500 shares of Alternate Energy

stock were traded on a weekly basis. During the First Class Period approximately 79 million



shares were outstanding. 2 Approximately 1 % of all outstanding shares were bought and sold

on a weekly basis during the First Class Period, demonstrating a very active and broad

market for Alternate Energy stock and permitting a strong presumption of an efficient

market;

(c) During the Second Class Period, on average, 1,801,500 shares of Alternate

Energy stock were traded on a weekly basis. During the Second Class Period approximately

166 million shares were outstanding. 3 Approximately 1.1 % of all outstanding shares were

bought and sold on a weekly basis during the Second Class Period, demonstrating a very

active and broad market for Alternate Energy stock and peimitting a strong presumption of

an efficient market;

(d) As a regulated issuer, Alternate Energy filed periodic public reports with the

SEC;

(e) Alternate Energy regularly communicated with public investors via

established market communication mechanisms, including regular disseminations of press

releases on the national circuits of major newswire services and through other wide-ranging

public disclosures, such as communications with the financial press and other similar

reporting services;

2 The 2008 10-K stated that as of March 19, 2009, the Company had 79,3 85,545 shares of outstanding commonstock. At the inception of the First Class Period, the Company had between 23 and 44 million shares of outstandingcommon stock. In the last year of the First Class Period, which extended over a period greater than four years, therewere over 200 million shares of outstanding common stock. Plaintiffs' calculation that during the First Class Periodthere were about 79 million shares of outstanding common stock takes into account the changing number ofoutstanding shares during the First Class Period, as delineated above.3 The 2008 10-K stated that as of March 19, 2009, the Company had 79,385,545 shares of outstanding commonstock. The 2009 10-K stated that as of March 31, 2010, the Company had 252,361,674 shares of outstandingcommon stock. Plaintiffs' calculation that during the First Class Period, which began on March 31, 2009 and endedon December 14, 2010, there were about 166 million shares of outstanding common stock is based on the average ofCLASS ACTION AMENDED COMPLAINT FOR VIOLATION OF FEDERAL SECURITIES LAWS

25


(f) Alternate Energy was followed by securities analysts who wrote reports that

were distributed to the sales force and certain customers of their respective brokerage firms;

(g) Numerous NASD/FINRA member firms were active market-makers in

Alternate Energy stock at all times during the Class Periods; and

(h) Unexpected material news about Alternate Energy was reflected and

incorporated into the Company's stock price during the Class Periods.

129. As a result of the foregoing, the market for Alternate Energy's common stock

promptly digested current information regarding Alternate Energy from all publicly available sources

and reflected such information in Alternate Energy's stock price. Under these circumstances, all

purchasers of Alternate Energy common stock during the Class Periods suffered similar injury

through their purchase of Alternate Energy's common stock at artificially inflated prices and a

presumption of reliance applies.

FIRST CAUSE OF ACTIONMade by Plaintiffs and the First Class for Violation of

Section 10(b) of the Exchange Act and Rule 10b-5Promulgated Thereunder Against All Defendants Except Jennifer Ransom

For Engaging in a Scheme To Manipulate and Artificially Inflatethe Market Price of Alternate Energy Stock

130. Plaintiffs repeat and reallege each and every allegation contained above as if fully set

forth herein.

131. This First Cause of Action is asserted by Plaintiffs, individually and on behalf of the

First Class, against AEHI and Gillispie (the "10b-5 Defendants") for engaging in a scheme to

manipulate and artificially inflate the market price of Alternate Energy stock.

the number of outstanding shares that were reported in each of the 2008 10-K and the 2009 10-K.CLASS ACTION AMENDED COMPLAINT FOR VIOLATION OF FEDERAL SECURITIES LAWS

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132. During the First Class Period, Defendants carried out a plan, scheme and course of

conduct which was intended to, and throughout the First Class Period, did: (1) deceive the investing

public, including Plaintiffs and other First Class members, as alleged herein; (2) cause Plaintiffs and

other members of the First Class to purchase and/or sell Alternate Energy's securities at artificially

inflated and distorted prices; and (3) manipulate the market for AEHI stock. In furtherance of this

unlawful scheme, plan and course of conduct, 1 Ob-5 Defendants, individually and as a group, took

the actions set forth herein.

133. l Ob-5 Defendants: (a) employed devices, schemes, and artifices to defraud; (b) made

untrue statements of material fact and/or omitted to state material facts necessary to make the

statements not misleading; and (c) engaged in acts, practices, and a course of business that operated

as a fraud and deceit upon the purchasers and/or sellers of the Company's securities in an effort to

maintain artificially high market prices for Alternate Energy's common stock in violation of Section

10(b) of the Exchange Act and Rule l Ob-5. All Defendants are sued either as primary participants in

the wrongful and illegal conduct charged herein or as controlling persons as alleged below.

134. IOb-5 Defendants, individually and in concert, directly and indirectly, by the use,

means or instrumentalities of interstate commerce and/or of the mails, engaged and participated in a

continuous course of conduct to conceal adverse material information about the business, operations

and future prospects of Alternate Energy as specified herein.

135. These l Ob-5 Defendants employed devices, schemes and artifices to defraud, while in

possession of material adverse non-public information and engaged in acts, practices, and a course of

conduct as alleged herein in an effort to assure investors of Alternate Energy's value and

performance and continued substantial growth, which included the making of, or the participation in



the making of, untrue statements of material facts and omitting to state material facts necessary in

order to make the statements made about Alternate Energy and its business operations and future

prospects in light of the circumstances under which they were made, not misleading, as set forth

more particularly herein, and engaged in transactions, practices and a course of business that

operated as a fraud and deceit upon the purchasers and/or sellers of Alternate Energy securities

during the First Class Period.

136. Gillispie's primary liability and controlling person liability arise from the following

facts: (1) Gillispie was a high-level executive, director, and/or agents at the Company during the

First Class Period and members of the Company's management team or had control thereof;

(2) Gillispie, by virtue of his or her responsibilities and activities as a senior officer and/or director of

the Company, was privy to and participated in the market manipulation of AEHI stock and the

creation, development and reporting of the Company's financial condition; (3) Gillispie enjoyed

significant personal contact and familiarity with the other Defendants and was advised of and had

access to other members of the Company's management team, internal reports, and other data and

information about the Company's finances, operations, and sales at all relevant times; (4) Gillispie

was aware of the market manipulation of AEHI stock and the Company's dissemination of

information to the investing public, both of which he knew or recklessly disregarded to be materially

false and misleading; and (5) Gillispie culpably participated in the wrongful conduct alleged herein.

137. As alleged herein, 1Ob-5 Defendants acted with scienter in that they knowingly or

with reckless disregard for the truth participated in and furthered a market manipulation scheme and

injected false information into the marketplace in order to inflate the price of AEHI securities; knew

that the statements and documents that were issued and disseminated by them concerning AEHI and



its stock were materially false and misleading; intended to and did induce AEHI shareholders,

including Plaintiffs and the First Class, to buy shares of AEHI stock at artificially inflated prices; and

were aware of the fraudulent, market-manipulating nature of their acts and the potential for their own

profit from those acts.

138. As a result of the market manipulation and the dissemination of the materially false

and misleading information and failure to disclose material facts, as set forth above, the market price

of Alternate Energy securities was artificially inflated or distorted during the First Class Period. In

ignorance of the fact that market prices of Alternate Energy's publicly-traded securities were

artificially inflated or distorted, and relying upon the integrity of the market in which the securities

trade and relying directly or indirectly on the false and misleading statements made by IOb-5

Defendants, and/or on the absence of material adverse information that was known to or recklessly

disregarded by l Ob-5 Defendants but not disclosed in public statements by l Ob-5 Defendants during

the First Class Period, Plaintiffs and the other members of the First Class acquired and/or sold

Alternate Energy securities during the First Class Period at artificially high and/or distorted prices

and were or will be damaged thereby.

139. At the time of said misrepresentations and omissions, Plaintiffs and other members of

the First Class were ignorant of their falsity, and believed them to be true. Had Plaintiffs and the

other members of the First Class and the marketplace known the truth regarding Alternate Energy's

financial results, which were not disclosed by Defendants, Plaintiffs and other members of the First

Class would not have purchased or otherwise acquired or sold their Alternate Energy securities, or, if

they had acquired or sold such securities during the First Class Period, they would not have done so

at the artificially inflated prices or distorted prices at which they did.



140. By virtue of the foregoing, IOb-5 Defendants have violated Section 10(b) of the

Exchange Act, and Rule l Ob-5 promulgated thereunder.

141. As a direct and proximate result of l Ob-5 Defendants' wrongful conduct, Plaintiffs

and the other members of the First Class suffered damages in connection with their respective

purchases and sales of the Company's securities during the First Class Period.

142. This action was filed within two years of discovery of the fraud and within five years

of Plaintiffs' purchases of securities giving rise to the cause of action.

SECOND CAUSE OF ACTIONMade by Plaintiffs and the Second Class for

Violation of Section 10(b) of the Exchange Act and Rule 10b-5Promulgated Thereunder Against All Defendants Except Jennifer Ransomfor Making Misrepresentations of Material Fact Knowingly or Recklessly


forth herein.

144. This Second Cause of Action is asserted by Plaintiffs, individually and on behalf of

the Second Class, against the lOb-5 Defendants for making misrepresentations of material fact

knowingly or recklessly.

145. During the Second Class Period, l Ob-5 Defendants carried out a plan, scheme and

course of conduct which was intended to, and throughout the Class Period, did: (1) deceive the

investing public, including Plaintiffs and other Class members, as alleged herein; and (2) cause

Plaintiffs and other members of the Class to purchase and/or sell Alternate Energy's securities at

artificially inflated and distorted prices. In furtherance of this unlawful scheme, plan and course of

conduct, Defendants, individually and as a group, took the actions set forth herein.



146. l Ob-5 Defendants: (a) employed devices, schemes, and artifices to defraud; (b) made

untrue statements of material fact and/or omitted to state material facts necessary to make the

statements not misleading; and (c) engaged in acts, practices, and a course of business that operated

as a fraud and deceit upon the purchasers and/or sellers of the Company's securities in an effort to

maintain artificially high market prices for Alternate Energy's common stock in violation of Section

10(b) of the Exchange Act and Rule lOb-5. All IOb-5 Defendants are sued either as primary

participants in the wrongful and illegal conduct charged herein or as controlling persons as alleged

below.

147. l Ob-5 Defendants, individually and in concert, directly and indirectly, by the use,

means or instrumentalities of interstate commerce and/or of the mails, engaged and participated in a

continuous course of conduct to conceal adverse material information about the business, operations

and future prospects of Alternate Energy as specified herein.

148. These l Ob-5 Defendants employed devices, schemes and artifices to defraud, while in

possession of material adverse non-public information and engaged in acts, practices, and a course of

conduct as alleged herein in an effort to assure investors of Alternate Energy's value and

perfonfiance and continued substantial growth, which included the making of, or the participation in

the making of, untrue statements of material facts and omitting to state material facts necessary in

order to make the statements made about Alternate Energy and its business operations and future

prospects in light of the circumstances under which they were made, not misleading, as set forth

more particularly herein, and engaged in transactions, practices and a course of business that

operated as a fraud and deceit upon the purchasers and/or seller of Alternate Energy securities during

the Second Class Period.



149. Gillispie's primary liability and controlling person liability arise from the following

facts: (1) Gillispie was a high-level executive, director, and/or agent at the Company during the

Second Class Period and members of the Company's management team or had control thereof,

(2) Gillispie, by virtue of his responsibilities and activities as a senior officer and/or director of the

Company, was privy to and participated in the creation, development and reporting of the Company's

financial condition; (3) Gillispie enjoyed significant personal contact and familiarity with the other

Defendants and was advised of and had access to other members of the Company's management

team, internal reports, and other data and information about the Company's finances, operations, and

sales at all relevant times; (4) Gillispie was aware of the Company's dissemination of information to

the investing public that he knew or recklessly disregarded to be materially false and misleading; and

(5) Gillispie culpably participated in the wrongful conduct alleged herein.

150. l Ob-5 Defendants had actual knowledge of the misrepresentations and omissions of

material facts set forth herein, or acted with reckless disregard for the truth in that they failed to

ascertain and to disclose such facts, even though such facts were available to them. Such l Ob-5

Defendants' material misrepresentations and/or omissions were made knowingly or recklessly and

for the purpose and effect of concealing Alternate Energy's operating condition and future business

prospects from the investing public and supporting the artificially inflated or distorted price of its

securities. As demonstrated by lOb-5 Defendants' overstatements and misstatements of the

Company's financial condition and business prospects throughout the Second Class Period, l Ob-5

Defendants, if they did not have actual knowledge of the misrepresentations and omissions alleged,

were reckless in failing to obtain such knowledge by deliberately refraining from taking those steps

necessary to discover whether those statements were false or misleading.



151. As a result of the dissemination of the materially false and misleading information

and failure to disclose material facts, as set forth above, the market price of Alternate Energy

securities was artificially inflated or distorted during the Second Class Period. In ignorance of the

fact that market prices of Alternate Energy's publicly-traded securities were artificially inflated or

distorted, and relying directly or indirectly on the false and misleading statements made by l Ob-5

Defendants, or upon the integrity of the market in which the Company's securities trade, and/or on

the absence of material adverse information that was known to or recklessly disregarded by l Ob-5

Defendants but not disclosed in public statements by lOb-5 Defendants during the Second Class

Period, Plaintiffs and the other members of the Second Class acquired and/or sold Alternate Energy

securities during the Second Class Period at artificially high and/or distorted prices and were or will

be damaged thereby.

152. At the time of said misrepresentations and omissions, Plaintiffs and other members of

the Second Class were ignorant of their falsity, and believed them to be true. Had Plaintiffs and the

other members of the Class and the marketplace known the truth regarding Alternate Energy's

financial results, which were not disclosed by 1 Ob-5 Defendants, Plaintiffs and other members of the

Second Class would not have purchased or otherwise acquired or sold their Alternate Energy

securities, or, if they had acquired or sold such securities during the Second Class Period, they would

not have done so at the artificially inflated prices or distorted prices at which they did.

153. By virtue of the foregoing, lOb-5 Defendants have violated Section 10(b) of the

Exchange Act, and Rule l Ob-5 promulgated thereunder.



154. As a direct and proximate result of l Ob-5 Defendants' wrongful conduct, Plaintiffs

and the other members of the Second Class suffered damages in connection with their respective

purchases and sales of the Company's securities during the Second Class Period.



THIRD CAUSE OF ACTIONMade by Plaintiffs and the First Class for

Violation of Section 20(a) of the Exchange Act Against the Individual Defendants forActing as Controlling Persons as to the 1Ob-5 Defendants' Engagement in a Scheme To

Manipulate and Artificially Inflate The Market Price of Alternate Energy Stock


forth herein.

157. This Third Cause of Action is asserted by Plaintiffs, individually and on behalf of the

First Class, against the Individual Defendants for acting as controlling persons as to the IOb-5

Defendants' engagement in a scheme to manipulate and artificially inflate the market price of

Alternate Energy stock.

158. The Individual Defendants acted as controlling persons of Alternate Energy within the

meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their high-level

positions, agency, and their ownership and contractual rights, participation in and/or awareness of the

Company's manipulative scheme and operations and dissemination of information to the investing

public, the Individual Defendants had the power to influence and control, and did influence and

control, directly or indirectly, the decision-making of the Company, including the market

manipulation of AEHI securities alleged herein and the content and dissemination of the various

statements that Plaintiffs contend are false and misleading. The Individual Defendants were



provided with or had unlimited access to copies of the Company's reports, press releases, public

filings and other statements alleged by Plaintiffs to be misleading prior to and/or shortly after these

statements were issued, and had the ability to prevent the issuance of the statements or to cause the

statements to be corrected.

159. In particular, each of these Individual Defendants had direct and supervisory

involvement in the day-to-day operations of the Company and, therefore, is presumed to have had the

power to control or influence the particular transactions giving rise to the securities violations as

alleged herein, and exercised the same.

160. As set forth above, the l Ob-5 Defendants each violated Section 10(b) and Rule l Ob-5

by their participation in the market manipulation and acts and omissions as alleged in this Amended

Complaint.

161. By virtue of their positions as controlling persons, the Individual Defendants are

liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate result of Individual

Defendants' wrongful conduct, Plaintiffs and other members of the First Class suffered damages in

connection with their purchases of the Company's common stock during the First Class Period.



FOURTH CAUSE OF ACTIONMade by Plaintiffs and the Second Class for Violation of Section 20(a) of the

Exchange Act Against the Individual Defendants for Acting as Controlling Persons as tothe 10b-5 Defendants' Misrepresentations of Material Fact Made Knowingly or Recklessly


forth herein.



164. This Fourth Cause of Action is asserted by Plaintiffs, individually and on behalf of the

Second Class, against the Individual Defendants for acting as controlling persons as to the IOb-5

Defendants' misrepresentations of material fact, which they made knowingly or recklessly.

165. The Individual Defendants acted as controlling persons of Alternate Energy within the

meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their high-level

positions, agency, and their ownership and contractual rights, participation in and/or awareness of the

Company's operations and dissemination of information to the investing public, the Individual

Defendants had the power to influence and control, and did influence and control, directly or

indirectly, the decision-making of the Company, including the content and dissemination of the

various statements that Plaintiffs contend are false and misleading. The Individual Defendants were

provided with or had unlimited access to copies of the Company's reports, press releases, public

filings and other statements alleged by Plaintiffs to be misleading prior to and/or shortly after these

statements were issued, and had the ability to prevent the issuance of the statements or to cause the

statements to be corrected.

166. In particular, each of these Defendants had direct and supervisory involvement in the

day-to-day operations of the Company and, therefore, is presumed to have had the power to control

or influence the particular transactions giving rise to the securities violations as alleged herein, and

exercised the same.

167. As set forth above, the l Ob-5 Defendants each violated Section 10(b) and Rule l Ob-5

by their acts and omissions as alleged in this Amended Complaint.

168. By virtue of their positions as controlling persons, the Individual Defendants are

liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate result of



Defendants' wrongful conduct, Plaintiffs and other members of the Second Class suffered damages

in connection with their purchases of the Company's common stock during the Second Class Period.



WHEREFORE, Plaintiffs pray for relief and judgment, as follows:

(a) Determining that this action is a proper class action and certifying Plaintiffs as

class representatives under Rule 23 of the Federal Rules of Civil Procedure, and Plaintiffs' counsel

as Class Counsel;

(b) Awarding compensatory damages in favor of Plaintiffs and the members of the

two Classes against all Defendants, jointly and severally, for all damages sustained as a result of

Defendants' wrongdoing, in an amount to be proven at trial, including interest thereon;

(c) Awarding Plaintiffs and the members of the two Classes their reasonable costs

and expenses incurred in this action, including counsel fees and expert fees; and

(d) Such other and further relief as the Court may deem just and proper.

JURY TRIAL DEMANDED

Plaintiffs hereby demand a trial by jury.

Dated: June 17, 2010 GORDON LAW OtTICES

/s/ Bruce Bistline Bruce S. Bistline, ISBN 1988Philip Gordon, ISBN 1996623 W. Hays St.Boise, Idaho 83702Telephone: (208) 345-7100Fax: (208) 345-0050Email: bbistlinengordonlawoff ces.com



Email: p-gordon(c mordonlawoffices.com

-and-

THE, ROSEN LAW FIRM, P.A.Laurence M. Rosen, Esq.Timothy W. Brown, Esq.Phillip Kim, Esq.275 Madison Avenue, 34th FloorNew York, New York 10016Telephone: (212) 686-1060Fax: (212) 202-3827Email: [email protected]: [email protected]: [email protected]

Attorneys for Plaintiffs and the Class



CERTIFICATE OF SERVICE

I hereby certify that on June 17`h, 20111 filed the foregoing electronically through the

CM/ECF system, which caused the following parties or counsel to be served by electronic means,

as more fully reflected on the Notice of Electronic Filing.

Philip Gordon pgordon@gordonlaw offices.c

Bruce S. Bistline bbistline@gordonlaw offices.com

Laurence M. Rosen, Esq. lrosen(iDrosenlegal.com

Phillip Kim, Esq. [email protected]

Thomas J. Angstman [email protected]

Richard Roth rich(i4rothlaw.com

_/s/Bruce BistlineBruce S. Bistline

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