Case 1:10-cv-00621-EJL -REB Document 66-1

Filed 04/08/11 Page 1 of 12

RICHARD H. GREENER, ISB # 1191 MONICA R. MORRISON, ISB #7346 GREENER BURKE SHOEMAKER P.A. Counselors and Attorneys at Law 950 West Bannock Street, Suite 900 Boise, ID 83702 Telephone (208) 319-2600 Facsimile (208) 319-2601 Email: rgreener@greenerlaw.com mmorrison@greenerlaw.com RICHARD A. ROTH, NYSB #1961036 (Admitted Pro Hac Vice) THE ROTH LAW FIRM, P.L.L.C. 295 Madison Avenue, 22nd Floor New York, NY 10017 Telephone (212) 542-8882 Facsimile (212) 542-8883 Email: rich@rrothlaw.com Attorneys for Defendants Alternate Energy Holdings, Inc., Donald L. Gillispie, Jennifer Ransom, and Relief Defendants Bosco Financial, LLC, and Energy Executive Consulting, LLC UNITED STATES DISTRICT COURT DISTRICT OF IDAHO SOUTHERN DIVISION SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v. ALTERNATE ENERGY HOLDINGS, INC., DONALD L. GILLISPIE, and JENNIFER RANSOM, Defendants, BOSCO FINANCIAL, LLC, and ENERGY EXECUTIVE CONSULTING, LLC, Relief Defendants.
DEFENDANTS DONALD L. GILLISPIE, JENNIFER RANSOM AND THE RELIEF DEFENDANTS MEMORANDUM IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT - P.1
19211-001 (385055.doc)

Case No. 1:10-cv-00621-EJL DEFENDANTS DONALD L. GILLISPIE, JENNIFER RANSOM AND THE RELIEF DEFENDANTS MEMORANDUM IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT

Case 1:10-cv-00621-EJL -REB Document 66-1

Filed 04/08/11 Page 2 of 12

Defendants Donald L. Gillispie and Jennifer Ransom (AEHI, Mr. Gillispie, and Ms. Ransom, individually, or Defendants, collectively), and Relief Defendants Bosco Financial LLC (Bosco) and Energy Executive Consulting, LLC (Energy Executive) (collectively Bosco and Energy Executive are referred to as, Relief Defendants), by and through their counsel, Greener Burke Shoemaker, PA and The Roth Law Firm, PLLC, hereby submit this Motion for Summary Judgment as follows: PRELIMINARY STATEMENT The Complaint asserts numerous allegations that the record before the court and the law establish are demonstrably false. As stated herein, and based on the accompanying Affidavits in support, Defendants move for summary judgment on Plaintiff The Securities and Exchange Commissions (Plaintiff or SEC) Fourth and Fifth Claims for Relief. The gravamen of Plaintiffs Fourth and Fifth Claims for Relief are that Defendants aided and abetted a scheme to defraud the public (by issuing press releases containing false statements of fact and using Ms. Ransom and non-party Brian Webb, Esq. to serve as nominees for Gillispies alleged sale of AEHI stock) and failed to file relevant forms with the SEC relating to Mr. Gillispies and Ms. Ransoms alleged sale of AEHIs common stock. Each of these allegations are indisputably false and all claims for relief based upon such allegations should be dismissed accordingly. Finally, because Plaintiffs allegations relating to monies transferred to Relief Defendants are also demonstrably false, Bosco and Energy Executive should be dismissed as relief defendants in this action.

DEFENDANTS DONALD L. GILLISPIE, JENNIFER RANSOM AND THE RELIEF DEFENDANTS MEMORANDUM IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT - P.2
19211-001 (385055.doc)

Case 1:10-cv-00621-EJL -REB Document 66-1

Filed 04/08/11 Page 3 of 12

STATEMENT OF FACTS RELEVANT TO DEFENDANTS AND RELIEF DEFENDANTS MOTION FOR SUMMARY JUDGMENT A. AEHI Press Releases in September 2010 are Factually Accurate The SEC alleges that AEHIs press releases of September 7, 2010 and September 30, 2010 are false and/or misleading. This allegation then forms the underlying basis of the SECs claims of aiding and abetting and violation of Section 16. Such underlying basis, however, is factually erroneous. The relevant press releases state as follows: On September 7, 2010, AEHI issued a press release claiming that Based on confidence in AEHIs 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. On September 30, 2010, an AEHI press release quoted Donald Gillispie as stating, 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 Companys inception speak to our strong confidence in the outlook of the business. Complaint, 19 (emphasis added). Contrary to the SECs allegations on these releases relative to Ms. Ransom, these press releases are accurate. The records establish that Ms. Ransom was never AEHIs CEO, CFO, board member, director or an officer with day-to-day line responsibilities for running the company.1 Moreover, as stated below, neither Ms. Ransom nor Brian Webb, Esq. acted as

See, Affidavit of Jennifer Ransom, sworn to January 14, 2011, Docket #29-2 (hereinafter Aff. Ransom), 6; Affidavit of Donald Gillispie, sworn to January 14, 2011, Docket #29-1 (hereinafter Aff. Gillispie), 32-35. DEFENDANTS DONALD L. GILLISPIE, JENNIFER RANSOM AND THE RELIEF DEFENDANTS MEMORANDUM IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT - P.3
19211-001 (385055.doc)

Case 1:10-cv-00621-EJL -REB Document 66-1

Filed 04/08/11 Page 4 of 12

nominees for Mr. Gillispie (as alleged in the Complaint at paragraphs 24-25).2 B. Ms. Ransom Acted Appropriately in Not Filing Forms 3, 4 or 5 The SEC alleges that Ms. Ransom was required to file Forms 3, 4, or 5 disclosing her stock sale pursuant to Section 16(a) of the Exchange Act. Complaint, 22. First, no such filing was legally required since Ms. Ransoms actual function at AEHI (as opposed to her title, which is not legally significant) was never that of an officer as that term is defined in Rule 240.16a-1(f). Second, Ms. Ransoms decision not to file Forms 3, 4, or 5 was based on the advice of legal counsel at Pillsbury Winthrop Pittman Shaw, LLP.3 On this point, the fact that Ms. Ransom followed legal advice is dispositive as to her lack of any alleged intent to deceive the public or violate any rule or regulation.

See, Affidavit of Brian Webb, Esq., sworn to January 13, 2010, Docket #29-4 (hereinafter Aff. Webb), 2-18; Aff. Ransom, 8, 11, 18-19; Aff. Gillespie, 36, 44-45, 51-53. 3 Aff. Gillispie, 46-50 and Exhibits F and G; Aff. Ransom 9-10. Defendants waiver of the attorney-client privilege is limited solely to this one issue -- and does not constitute (nor is it intended to constitute) a wholesale waiver of the attorney-client privilege. See, e.g., Hernandez v. Tanninen, 604 F. 3d 1095, 1100 (9th Cir. 2010)(Disclosing a privileged communication or raising a claim that requires disclosure of a protected communication results in waiver as to all other communications on the same subject. (emphasis added)); Chevron Corporation v. Pennzoil Company, 974 F. 2d 1156 , 1162 (9th Cir. 1992)(As this court has held, the disclosure of information resulting in the waiver of the attorney-client privilege constitutes waiver only as to communications about the matter actually disclosed. (emphasis added)); Willnerd v. Sybase, Inc., 2010 U.S. Dis. LEXIS 135781 (D. Idaho 2010)(Guided by the principles of fairness, and having in mind the need to protect the frankness of client disclosures while seeking to protect against unfair partial disclosures, the Court concludes that Sybases disclosure of communications related to the Baum investigation does not justify a broad foray into Sybases privileged communications on similar, but not the same, subject matters. (emphasis added)). See also, Weil v. Investment/Indicators, Research & Management, 647 F. 2d 18, 25 (9th Cir. 1981); In re Von Bulow, 828 F. 2d 94, 102-103 (2d Cir. 1987); United States v. Nobles, 422 U.S. 225, 239-240 (1975); United States v. Plache, 913 F. 2d 1375, 1380 (9th Cir. 1990); United States v. Mendelsohn, 896 F. 2d 1183, 1189 (9th Cir. 1990). Defendants counsel has offered to enter a stipulation on this issue with the SEC (and supplied the SEC with what it believes to be controlling case law), but the SEC refused to so stipulate. Nor would the SEC provide a good faith basis for its refusal to so stipulate (such as providing to Defendants counsel any relevant case law). Upon information and belief, the SEC refuses to stipulate on the issue solely because either it intends to go on a proverbial fishing expedition with Defendants counsel during discovery or it is trying to prevent this evidence from being disclosed to the Court. DEFENDANTS DONALD L. GILLISPIE, JENNIFER RANSOM AND THE RELIEF DEFENDANTS MEMORANDUM IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT - P.4
19211-001 (385055.doc)

Case 1:10-cv-00621-EJL -REB Document 66-1

Filed 04/08/11 Page 5 of 12

C. Mr. Gillispie Sold No AEHI Stock and Thus Had No Obligation to File Forms 3, 4 or 5 The SEC alleges that Ms. Ransom and Mr. Webb acted as Mr. Gillispies nominees with respect to their sale of AEHI stock.4 No evidence exists supporting the SECs allegations. Rather, the evidence reveals that: (i) the proceeds of Mr. Webbs stock sale went to his bona fide purchase of Mr. Gillispies 2007 Lexus Hybrid automobile;5 and (ii) the proceeds of Ms. Ransoms stock sale went to repaying Mr. Gillispie for his purchase of real estate for the benefit of Ms. Ransoms sister (whose house had been destroyed in a fire) and repayment of personal loans in the amount of $20,000.6 Because there is no evidence showing that Mr. Gillispie sold any AEHI stock (directly or indirectly), he was not required to file Forms 3, 4 or 5. In fact, the evidence shows the opposite that Mr. Gillispie purchased AEHI stock at the time when the SEC alleges that he was selling.7 Simply put, the SECs allegations that Mr. Gillispie sold stock through Mr. Webb and Ms. Ransom are without any merit whatsoever. Nor can the SEC submit any evidence in admissible form tending to show otherwise. ARGUMENT On a motion for summary judgment, the moving party initially bears the burden of proving the absence of a genuine issue of material fact. Celotex Corp. v. Catrett, 477 U.S. 317,
See, Complaint, 24-27. See, Aff. Webb, 2-7 and Exhs. A-D; Aff. Gillispie, 51-53. 6 See, Aff. Ransom, 11-19; Affidavit of Leo Estes, sworn to January 13, 2010, Docket #29-6 (hereinafter Aff. Estes), 2-4; Aff. Gillispie, 32-45; Aff. Webb, 8-18 and Exhs. E-N. 6 SEC Brief, 8-9. 7 See, Aff. Gillispie, 35, fn. 9 and Exh. D. DEFENDANTS DONALD L. GILLISPIE, JENNIFER RANSOM AND THE RELIEF DEFENDANTS MEMORANDUM IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT - P.5
5 4

19211-001 (385055.doc)

Case 1:10-cv-00621-EJL -REB Document 66-1

Filed 04/08/11 Page 6 of 12

323, 106 S. Ct. 2548 (1986). Where the non-moving party bears the burden of proof at trial, the moving party need only prove that there is an absence of evidence to support the non-moving partys case. Id. at 325; see also, Unity Service Coordination, Inc. et al v. Richard Armstrong and Leslie Clement, 1:09-cv-639-BLW (D. ID March 10, 2011) at *6, citing Fairbank v. Wunderman Cato Johnson, 212 F. 3d 528, 532 (9th Cir. 2000). Where the moving party meets that burden, the burden then shifts to the non-moving party to designate specific facts demonstrating the existence of genuine issues for trial. Celotex, 477 U.S. at 324. This burden is not a light one. The non-moving party must show more than the mere existence of a scintilla of evidence. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252, 106 S. Ct. 2505, 91 L. Ed.2d 202 (1986). The non-moving party must do more than show there is some metaphysical doubt as to the material facts at issue. Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S. Ct. 1348 (1986). Indeed, the non-moving party must come forth with evidence in admissible form from which a jury could reasonably render a verdict in the non-moving partys favor. Anderson, 477 U.S. at 252; see also, Southern California Gas Co. v. City of Santa Ana, 336 F. 2d 885, 889 (9th Cir. 2003) (party opposing summary judgment must direct [the Courts] attention to specific triable facts). Here, Defendants seek summary judgment on Plaintiffs Fourth (aiding and abetting violation of 10(b) and 10b-5 of the Exchange Act against Mr. Gillispie and Ms. Ransom) and Fifth Claims (violation of 16(a) and 16a-3 of the Exchange Act against Mr. Gillispie and Ms. Ransom). Moreover, Relief Defendants seek summary judgment on the issue of whether, in light of the indisputable facts coupled with the Courts Order and Stipulation lifting the asset freeze,
DEFENDANTS DONALD L. GILLISPIE, JENNIFER RANSOM AND THE RELIEF DEFENDANTS MEMORANDUM IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT - P.6
19211-001 (385055.doc)

Case 1:10-cv-00621-EJL -REB Document 66-1

Filed 04/08/11 Page 7 of 12

they should continue to be a party to this action. For the reasons stated herein, no genuine issues of fact exist on these claims. Defendants motion should be granted. I. SUMMARY JUDGMENT SHOULD BE GRANTED AS TO PLAINTIFFS FOURTH CLAIM FOR RELIEF In order to succeed on an aiding and abetting claim, Plaintiff must show: (1) there was a primary violation of securities laws committed by another; (2) knowledge of such primary violation; and (3) substantial assistance in achieving the primary violation. SEC v. PCSEdventures!.com, Inc., 1:10-CV-433-BLW (D. ID January 27, 2011), citing Ponce v. SEC, 345 F. 3d 722, 737 (9th Cir. 2003). A. Mr. Gillispie Cannot be both a Primary Violator and an Aider and Abettor to the Very Same Alleged Fraud Plaintiffs Second Claim alleges that Mr. Gillispie is a primary violator of a fraudulent scheme. Complaint, 43-45. Yet, Plaintiffs Fourth Claim alleges that Mr. Gillispie is an aider and abettor to the very same fraudulent scheme. Complaint, 49-50. As a result, Plaintiffs Fourth Claim directly contradicts Plaintiffs Second Claim since, in order to prove that Mr. Gillispie aided and abetted a violation of section 10(b), the SEC must show: (1) there was a primary violation of securities laws committed by another; (2) knowledge by Mr. Gillispie of such primary violation; and (3) substantial assistance by Mr. Gillispie in achieving the primary violation. SEC v. PCSEdventures!.com, Inc., 1:10-CV-433-BLW (D. ID January 27, 2011), citing Ponce v. SEC, 345 F. 3d 722, 737 (9th Cir. 2003). Since Plaintiff alleges that Mr. Gillispie is the primary violator of the alleged fraud, Plaintiff cannot allege (as a matter of law) that he aided and abetted himself. Nor is there any allegation in the Complaint (let alone any evidence whatsoever) that anyone other than Mr. Gillispie is alleged to be the primary violator.
DEFENDANTS DONALD L. GILLISPIE, JENNIFER RANSOM AND THE RELIEF DEFENDANTS MEMORANDUM IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT - P.7
19211-001 (385055.doc)

Case 1:10-cv-00621-EJL -REB Document 66-1

Filed 04/08/11 Page 8 of 12

As such, Plaintiffs aiding and abetting claim against Mr. Gillispie fails as a matter of fact and law and judgment should be entered dismissing their claim. B. No Evidence Exists Showing that Ms. Ransom had Knowledge of a Primary Violation and Substantially Assisted such Primary Violation With respect to Ms. Ransom, there is no evidence whatsoever (let alone evidence in admissible form) showing that she had any knowledge that a primary securities fraud was being committed. But even if evidence existed tending to prove such knowledge (which there is none), there is certainly no evidence in admissible form showing that Ms. Ransom provided substantial assistance in achieving any such primary violation. For these reasons, Plaintiffs Fourth Claim for Relief must fail in its entirety. II. SUMMARY JUDGMENT SHOULD BE GRANTED AS TO PLAINTIFFS FIFTH CLAIM FOR RELIEF

Section 16(a) of the Securities Exchange Act of 1934 requires certain individuals involved with a corporation to file reports with the SEC on a regular basis. The reports are of the individuals trading activity for the time period reported. Subsection 1 of 16(a) lists the specific individuals as every person who is directly or indirectly the beneficial owner of more than 10 percent of any equity security (other than exempted security) which is registered pursuant to section 12, or who is a director or an officer of the issuer of such security. Section 16(a)(1), Securities Exchange Act of 1934. As defined in Rule 16(a)-1(f), an individual is an officer if he/she is: an issuer's president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vicepresident of the issuer in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the issuer.
DEFENDANTS DONALD L. GILLISPIE, JENNIFER RANSOM AND THE RELIEF DEFENDANTS MEMORANDUM IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT - P.8
19211-001 (385055.doc)

Case 1:10-cv-00621-EJL -REB Document 66-1

Filed 04/08/11 Page 9 of 12

Section 240.16a-1(f), Securities Exchange Act of 1934. Plaintiff alleges that both Mr. Gillispie and Ms. Ransom fall under the category of officer and therefore are required to report any trading activity as required by 16(a) of the Exchange Act. While it is true that Mr. Gillespie is an officer of AEHI, Plaintiffs allegation that Ms. Ransom and/or Mr. Webb sold AEHI stock on his behalf (as nominees) -- and as a result triggered a reporting requirement for Mr. Gillespie -- is simply without any factual basis whatsoever.8 As such, since there are no other allegations that Mr. Gillispie sold AEHI stock (other than through Ms. Ransom and Mr. Webb, of which there is no evidence), there are no issues of fact that could be subject to dispute regarding whether Mr. Gillispie had a reporting requirement under Rule 16, and thus the claim against Mr. Gillispie should be dismissed. In addition, as confirmed by Defendants outside legal counsel (when Defendants inquired about whether Ms. Ransom was obligated to report her stock sale), Ms. Ransom was not an officer required to make a disclosure under Rule 16.9 As such, the only evidence existing on the issue, shows that Ms. Ransom sought and followed legal advice -- and thus did nothing wrong. But even if Plaintiff could refute the documentary evidence showing that Ms. Ransom followed the advice of counsel (which it cannot), Plaintiff is also incorrect in its assertion that Ms. Ransom was an officer as defined in Rule 16(a)-1(f). As can be inferred directly from the language of Rule 16(a)-1(f), the individual being targeted by the regulation is one who has such power as to perform a policy-making function. This was not the case with Ms. Ransom. The records prove that, although Ms. Ransom holds a
8

See, Aff. Webb, 2-18 and Exhs. A-N; Aff. Gillispie, 32-45, 51-53; Aff. Ransom, 11-19; Affidavit Estes, 2-4; 9 Aff. Gillispie, 46-50 and Exhibits F and G; Aff. Ransom 9-10. DEFENDANTS DONALD L. GILLISPIE, JENNIFER RANSOM AND THE RELIEF DEFENDANTS MEMORANDUM IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT - P.9
19211-001 (385055.doc)

Case 1:10-cv-00621-EJL -REB Document 66-1

Filed 04/08/11 Page 10 of 12

V.P. title, her title in and of itself is not indicative of her actual duties at AEHI. To be sure, nothing in her duties brought her close to performing a policy-making function for AEHI.10 Although Ms. Ransom was and is privy to information of which members of the general public may not have had knowledge, that is not enough for her to be categorized as an officer pursuant to Rule 16(a)-1(f), and thus required to fulfill the reporting requirements of 16(a) of the Exchange Act. See Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Livingston, 566 F. 2d 1119 (9th Cir. 1978).11 Here, there is no genuine issue of fact as to Mr. Gillispie or Ms. Ransom having allegedly violated the reporting requirement of the Exchange Act. Plaintiff has failed to set forth any evidence in admissible form to support its claims. In contrast, Defendants have set forth credible evidence showing that no reporting was required by either of them. Summary Judgment on Plaintiffs Fifth Claim for Relief is appropriate. III. SUMMARY JUDGMENT DISMISSING RELIEF DEFENDANTS SHOULD BE GRANTED

Plaintiff named Bosco and Energy Executive as relief defendants in this lawsuit solely because they allegedly received financial distributions to which [they] [were] not entitled. Complaint, 12-13.

See, e.g., Aff. Gillispie, 32 (Jennifer Ransom never maintained any key decision making control over AEHI. Further, Ms. Ransom was never an executive or line officer or member of AEHIs Board of Directors or involved in any key decision-making regarding the company). 11 While the claim in Merrill Lynch v. Livingston was for a violation of 16(b), the courts discussion of access to insider information by the defendant is directly relevant to the claims here against Defendant Ransom. In Merrill Lynch, the court found that the defendant was not liable for use of insider information even though he held the title of Vice President and cited to Gold v. Sloan, 486 F. 2d 340 (4th Cir. 1973) in its reasoning. The title Vice President does no more than raise an inference that the person who holds the title has the executive duties and the opportunities for confidential information that the title implies. The inference can be overcome by proof that the title was merely honorary and did not carry with it any of the executive responsibilities that might otherwise be assumed. Merrill Lynch, 566 F. 2d at 1122. DEFENDANTS DONALD L. GILLISPIE, JENNIFER RANSOM AND THE RELIEF DEFENDANTS MEMORANDUM IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT - P.10
19211-001 (385055.doc)

10

Case 1:10-cv-00621-EJL -REB Document 66-1

Filed 04/08/11 Page 11 of 12

Here, the Relief Defendants should be dismissed from this case because there can be no issue of fact regarding monies that were transferred to them. That is, according to the sworn affidavit of AEHIs Chief Financial Officer, Mr. Gillispies compensation was paid (not to him directly) but to Energy Executive, and Ms. Ransoms compensation was paid (not to her directly) but to Bosco.12 In other words, said limited liability companies merely received the compensation that would have otherwise been paid to Mr. Gillispie and Ms. Ransom. There is simply no evidence of any wrongdoing -- nor can Plaintiff provide the Court with any such evidence in admissible form. For these reasons, Bosco and Energy Executive should be dismissed as relief defendants. CONCLUSION For the reasons stated above, and in the accompanying affidavits in support, Defendants motion for summary judgment should be granted, together with any other relief the Court deems just and equitable. DATED this 8th day of April, 2011. GREENER BURKE SHOEMAKER P.A.

/s/ Richard H. Greener RICHARD H. GREENER Attorneys for Defendants and Relief Defendants

12

See, Affidavit of Rick Bucci, sworn to January 12, 2011, Docket #29-3 (hereinafter, Aff. Bucci), 9-10, 12-14. DEFENDANTS DONALD L. GILLISPIE, JENNIFER RANSOM AND THE RELIEF DEFENDANTS MEMORANDUM IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT - P.11
19211-001 (385055.doc)

Case 1:10-cv-00621-EJL -REB Document 66-1

Filed 04/08/11 Page 12 of 12

CERTIFICATE OF SERVICE I HEREBY CERTIFY that on the 8th day of April, 2011, a true and correct copy of the within and foregoing instrument was served upon: Securities and Exchange Commission Mark P. Fickes K.C. Allan Waldron David A. Berman Susan L. Lamarca Marc J. Fagel 4 Montgomery Street, 26th Floor San Francisco, CA 94104 Attorneys for Plaintiff Richard Roth The Roth Law Firm 295 Madison Avenue, Floor 22 New York, NY 10017 Attorney for Defendants and Relief Defendants U.S. Mail Facsimile: 1 (212) 542-8883 Hand Delivery Overnight Delivery Email: rich@rrothlaw.com; U.S. Mail Facsimile: 1 (415) 705-2501 Hand Delivery Overnight Delivery Email: fickesm@sec.gov; bermand@sec.gov; waldronk@sec.gov; lamarcas@sec.gov;

/s/ Richard H. Greener Richard H. Greener Monica R. Morrison

DEFENDANTS DONALD L. GILLISPIE, JENNIFER RANSOM AND THE RELIEF DEFENDANTS MEMORANDUM IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT - P.12
19211-001 (385055.doc)