Case 3:14-cr-00149-RS Document 64 Filed 10/01/19 Page 1 of 15

1 George B. Newhouse,Esq.(State Bar No. 107036)

gnewhouse~a,tocounsel.com
2 THEODORA ORINGHER PC
1840 Century Park East, Suite 500
3 Los Angeles, California 90067-2120
Telephone: (310) 557-2009
4 Facsimile:(310)551-0283
5 Attorneys for Defendant, Imran Husain
6
7
8 UNITED STATES DISTRICT COURT
3
W ag 9 NORTHERN DISTRICT OF CALIFORNIA,SAN FRANCISCO DIVISION
x~ 10
C7
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~~ ~ UNITED STATES OF AMERICA, Case No. CR 14-149-RS
~ 12 Plaintiff, DEFENDANT IMRAN HUSAIN'S
SENTENCING MEMORANDUM
~
~ 13 vs. AND POSITION WITH RESPECT
TO PRE-SENTENCE REPORT;
14 ~ IMRAN HUSAIN, DECLARATION OF GEORGE B.
O NEWHOUSE,JR.,EXHIBITS
0 15 Defendant.
Sentencing Date: October 8, 2019
x 16 Sentencing Time: 2:30 p.m.
H Courtroom of Hon. Richard Seeborg
17 U.S. District Jude
18 Defendant, Imran Husain ("Husain") by and through undersigned counsel o
19 record, respectfully submits this Sentencing Memorandum in connection wit]
20 Defendants' sentencing scheduled for October 8, 2019. This Memorandum include
21 Defendant's response to the Presentence Investigation Report ("PSR"), disclosed b~
22 U.S Probation Officer Brian D. Casai on September 24, 2019, and the Declaration o
23 George B. Newhouse, Jr. and attached sentencing letters of relatives of Mr. Husaii
24 which we would ask the court to consider.
25 ///
26 ///
27 ///
28 ///
1182087.1/22675.05003 Case No. CR 14-149-RS
DEFENDANT IMRAN HUSAIN'S SENTECING MEMORANDUM AND POSITION WITH RESPECT
TO PRE-SENTENCING REPORT
 Case 3:14-cr-00149-RS Document 64 Filed 10/01/19 Page 2 of 15

1 SENTENCING MEMORANDUM/POSITION
2 I.
3 INTRODUCTION
4 Defendant Imran Husain ("Mr. Husain"), a 53 year-old businessman,
5 ~ respectfully asks the Court to take into account his efforts to demonstrate self-
6 ~ redemption, contrition and remorse following admitted violations of law. Both the
7 ~ Probation Officer and the responsible Assistant U.S. Attorney, Benjamin Kingsley
8 . ~ have recommended that the court sentence Mr. Husain to a term of probation, a
3

~j
wQ 9 recommendation in which Mr. Husain concurs for the reasons detailed below.
x N
c~ °w io The underlying offense conduct is not in dispute. Mr. Husain discovered a
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~~ way of producing shell corporations and creating value by obtaining authorization
~ 12 from the SEC allowing the stock of these shell corporations to be traded publicly.
~
~ 13 He then sold these shell corporations to individuals who effected reverse mergers

O 14 with existing, but non-publicly trading corporations, with the surviving company
p 15 being a public company. Mr. Husain was guided and advised in these efforts by an
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x 16 experienced securities attorney, Greg Jaclin, who has now, we understand, pleaded
H
17 guilty and is awaiting sentencing before the Court. Jaclin assisted Mr. Husain in
18 obtaining regulatory authorization to turn these shell corporations into publically-
19 traded corporations, by filing with SEC, among other documents, Registration
20 Statements called "S-1's" which were not entirely truthful or complete. Jaclin
21 instructed Mr. Husain to omit disclosure of certain key facts in these filings, things
22 like Mr. Husain's true role as a controlling person in these corporate entities, that
23 fact the shareholders of these corporation were nominal only, and that the entire
24 exercise lacked substance and verity.
25 Mr. Husain's actions were wrong, and Mr. Husain has accepted responsibility
26 ~ for his misdeeds by promptly pleading guilty and cooperating, fully and completely,
27 with the government's investigations, first by providing information and cooperation
28 as to Mr. Jaclin's involvement, and second by providing information as to others
1 182087.1/22675.05003 1 Case No. CR 14-149-RS
DEFENDANT IMRAN HUSAIN'S SENTECING MEMORANDUM AND POSITION WITH RESPECT
TO PRE-SENTENCING REPORT
 Case 3:14-cr-00149-RS Document 64 Filed 10/01/19 Page 3 of 15

1 ~ ~ involved in the same undertaking. We understand that the government will concur
2 ~ ~ that Mr. Husain's cooperation has been exemplary, and will presently be filing a
3 ~ ~ motion pursuant to Skl.l. of the Sentencing Guidelines asking the Court to
4 ~ ~ downward depart under the otherwise applicable Guideline range and that the
5 ~ Government may join Mr. Husain in recommending that the Court impose a
6 ~ sentence of straight probation, consistent with the recommendation set for the PSR
7 (Confidential Sentencing Recommendation', p. 2,"probation for three years")
8 As we demonstrate below, that sentence is right, just and appropriate under
G~i g
wa 9 ~ the circumstances and fully consistent. with the sentencing factors under 18 U.S.C.
x 0~
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~
]ui
10 3553(a).
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./ Z

11 II.
O
12 FACTUAL BACKGROUND & DEFENDANT'S EXEMPLARY
~
~ COOPERATION WITH THE GOVERNMENT'S INVESTIGATION AND
13
PROSECUTION OF OTHER INDIVIDUALS INVOLVED IN SEC FRAUD
a~ 14
O
A. Personal Back round.
O 15
w Defendant Imran Husain was born on December 13, 1966, in Lucknow, India,
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16
to Syed Idris Husain (his now deceased father) and Tehseen Fatima (his mother).
17
Mr. Husain's mother, age 80, currently lives in Kinshasa, Democratic Republic of
18
Congo. Kinsasha is the location of the family's business that Syed Husain started
19
years ago when the family emigrated from East Pakistan (now Bangladesh) in 1973
20
as violence broke out in East Pakistan. Mr. Husain's brother, Irfan Husain (age 54),
21
also lives in the Democratic Republic of Congo where he is involved with the family
22
business.
23
Mr. Husain was educated at the American School of Kinshasa. In the late
24
1980's, he emigrated to the United States and attended college at the University of
25
Rhode Island, transferring later to Florida International University, where he
26
27
28 1 Set forth in the Pre-Sentence Report("PSR").
1 182087.1/22675.05003 Case No. CR 14-149-RS
2
DEFENDANT IMRAN HUSAIN'S SENTECING MEMORANDUM AND POSITION WITH RESPECT
TO PRE-SENTENCING REPORT
 Case 3:14-cr-00149-RS Document 64 Filed 10/01/19 Page 4 of 15

1 obtained a B.S. in Biology in approximately 1991. Mr. Husain became a naturalized

2 American citizen in 2008.
3 Since 1992, Mr. Husain has lived in the Los Angeles area. He currently
4 ~ resides in Santa Monica with his 15 year old daughter, Yasmina Khan Husain, from
5 ~ a prior relationship. He has an excellent relationship with his daughter, whom he
6 ~ loves dearly and is her sole source of support. Mr. Husain's spouse, Akhee
7 Rahman, has submitted a letter in support of her husband whom she describes as a
8 "loyal friend, a devoted caring father and a loving son." (Letter of Akhee Rahman
3

wa 9 attached as an exhibit to the accompanying Declaration of George B. Newhouse, Jr.)

x~
10 Mr. Husain has held stable employment prospects for many years, and has
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11 ~ worked, as the PSR accurately observes as "the Chief Executive Officer of
~ 12 American Business Investments ("ABI"), in Los Angeles (which is no longer doing
~
~ 13 much business)." (PSR ¶ 50) Mr. Husain is currently the manager of an investment

O 14 company named "IH Investments." IH Investments LLC is a wholly owned

~ 15 subsidiary of YH Holdings LLC, which he is a shareholder in, along with his late
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x 16 father's estate. IH Investments invests in real estate. Mr. Husain estimates that the
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17 business provides him with earnings of approximately $144,000 per year.(See PSR,
18 Id.)
19 B. Offense Conduct
20 1. Scheme to Defraud SEC By Filing False Documents with Commission.
21 Beginning about March 2008, and continuing through December 2013,
22 ~ Attorney Gregg Jaclin and Imran Husain entered into a conspiracy to defraud the
23 U.S. Securities and Exchange Commission("SEC"). Specifically Husain, at Jaclin's
24' direction made, or caused to be made, false and misleading filings and statements to
25 ~ the SEC, designed to conceal material information from the Commission. The
26 principal omission was the fact that Husain was the "control person" underlying a
27 number of shell corporations that Husain had earlier either incorporated or acquired
28 control over, and for which Husain desired to obtain permission from the SEC to
1182087.1122675.05003 3 Case No. CR ]4-149-RS
DEFENDANT IMRAN HUSAIN'S SENTECING MEMORANDUM AND POSITION WITH RESPECT
TO PRE-SENTENCING REPORT
 Case 3:14-cr-00149-RS Document 64 Filed 10/01/19 Page 5 of 15

1 trade the corporation's stock on public exchanges in the United States. Husain and
2 ~ Jaclin thus omitted to include information that they knew was required to be
3 included in SEC filings, in particular registration documents called Statement S-1.
4 By omitting this information, Husain and Jaclin thereby corruptly obstructed the
5 proceedings of the SEC: e.g., the shareholders who were reported to the SEC as
6 holding stock in the shell corporations were not public purchasers, but rather
7 Husain's private "straw" shareholders. So too, the CEO's of the companies were
8 nominees of Mr. Husain. They did not actually exercise significant discretion or
c~ s 9 ~ control over the corporations. Mr. Husain did so, and these facts were concealed
~,4
x~ 10 and not disclosed.2
C7 w
zZ U I L Jaclin and Husain created or formed shell companies to sell to other
~ 12 ~ individuals who used those shell companies through reverse mergers to create
~
I 13 publicly traded vehicles that could be used for various purposes, including for

O 14 market manipulation schemes.3 Together, Jaclin and Husain created, took public,
~ 15 and sold (or attempted to sell) approximately nine shell companies with little or no
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16 ongoing business to individuals or groups who purchased the companies and, as
17 described, reverse-merged them into existing private companies. These companies
18 included the following: New Image Concepts, Formula Won, PR Complete
19 Holdings, Ciglarette, Resume in Minutes, Rapid Holdings, Movie Trailer Galaxy,
20 Health Directory, Comp Services. Husain and Jaclin realized approximately $2.25
21
22
23
2 The S-1 Registration Statements that Husain, with Jaclin's assistance,
24 prepared and filed with the SEC did disclose that the affected corporations were
25 "shell" corporations.
26 3 These corporations were in some instances the subject of market
manipulation schemes effected by purchasers —unbeknownst to Mr. Husain. Two of
27 the companies, Comp Services and Counseling International, as noted, were the
28 subject of SEC enforcement action before the companies could be sold.
1 182087.1/22675.05003 4 Case No. CR 14-149-RS
DEFENDANT IMRAN HUSAIN'S SENTECING MEMORANDUM AND POSITION WITH RESPECT
TO PRE-SENTENCING REPORT
 Case 3:14-cr-00149-RS Document 64 Filed 10/01/19 Page 6 of 15

1 million in gross proceeds4.

2 There were no "victims" of the scheme other than the SEC as the purchasers
3 ~ of the shell corporations received exactly what they desired: shell corporations
4 ~ whose stock could be publicly traded on national exchanges. The purchasers were
5 ~ frequently sophisticated securities attorneys or represented buyers, who dealt
6 ~ directly with Husain as the control person of the shell.
7 In each case, Husain, with Jaclin's knowledge and/or at his direction, found
8 nominee CEOs, who, on paper, served as majority shareholders and sole directors of
3
wQ 9 the companies, but who exerted no significant control over the companies. Instead,
x~
z9 to the nominee CEOs were paid by and effectively took all of their direction from Mr.
1 1 Husain. They were not involved in any significant measure with the corporations
~ 12 beyond signing documents as directed by Husain. Husain, with Jaclin's knowledge
~
I 13 and/or at his suggestion and direction, drafted phony business plans for the

O 14 companies, purporting that the companies had actual plans to engage in business. In
p 15 reality, the corporations were created and maintained for the sole purpose of being
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16 sold as a shells to purchasers who, either individually or as a group, wanted to
17 control all of the shares of apublicly-traded shell corporation. Together, Jaclin and
18 ~ Husain, or those working at Jaclin's direction, prepared numerous documents to
19 create these corporations, register their shares for public sale, and sell the
20 corporations in areverse-merger transaction. These documents included, but were
21 not limited to incorporation documents, S-1 registration statements, 10-Q's, 10-K's,
22 FINRA Form 211's and supporting documentation, and attorney opinion letters.
23 Jaclin and Husain knew that some of these documents contained materially
24 ~ false or misleading statements, as well as omissions where there was a duty to
25 disclose the actual facts. These false or misleading statements included, inter alia
26
4 This sum was not what Husain ultimately realized from the transactions, as
27 Jaclin's fees, Auditor fees, shareholder payments, market makers, transfer agents,
28 and shell broker's fees were paid out of the gross proceeds.
1 18208 .1/22675.05003 5 Case No. CR 14-149-RS
DEFENDANT IMRAN HUSAIN'S SENTECING MEMORANDUM AND POSITION WITH RESPECT
TO PRE-SENTENCING REPORT
 Case 3:14-cr-00149-RS Document 64 Filed 10/01/19 Page 7 of 15

1 the following: (a) reporting the nominee CEOs/directors and shareholders as the
2 ~ actual CEOs/directors and shareholders; (b) stating that the shareholders who had
3 ~ purchased their shares in a private offering, were selling the shares for their own
4 '~ account in the registered offering, and were not affiliated with any of the shell
5 ~ company's officers, directors, promoters, or any beneficial owner of 10% or more of
6 ~ the companies' securities; (c) incorporating the phony business plans of the
7 companies and falsely describing the companies' plans as real; and (d) offering the
8 opinion that particular shares of the companies were freely tradeable under
3

rte, a 9 securities laws.

~~
C7 w 10 2. False Testimony Before SEC of a CEO
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11 One of the companies that Mr. Husain manipulated in this manner was PR
~ 12 Complete Holdings. As with the other companies, Mr. Husain recruited, a friend of
~
~ 13 his wife (hereafter "CA"), and paid someone to recruit the shareholders. With

O 14 Jaclin's assistance and under Mr. Husain's direction, CA signed various SEC filings
~ 15 indicating that she was the CEO and that there were no other "control persons" of
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~ 16 the company. In reality, CA took whatever actions were directed by Mr. Husain. In
17 December 2009, Mr. Husain sold PR Complete Holdings, for approximately
18 $200,000, to an individual ("BH") as part of a reverse merger into a new public
19 company called "YesDTC". Mr. Husain's involvement ended at this time. What
20 Mr. Honig's plans were for PR Complete Holdings, or the surviving company,
21 YesDTC, Mr. Husain was never told and he did not inquire.
22 In August 2012, CA informed Mr. Husain that she had been subpoenaed by
23 ~ the SEC to produce documents and testify in an investigation regarding PR
24 Complete and its eventual merger. CA was upset by the prospects of having to
25 testify before the SEC. Specifically, she expressed concern that she was not
26 knowledgeable about the running of this company and wanted Mr. Husain's
27 assistance and advice about what to do and how to testify.
28 Mr. Husain contacted attorney Gregg Jaclin about this subpoena. Jaclin, CA
1 182087.1/22675.05003 ( Case No. CR 14-149-RS
DEFENDANT IMRAN HUSAIN'S SENTECING MEMORANDUM AND POSITION WITH RESPECT
TO PRE-SENTENCING REPORT
 Case 3:14-cr-00149-RS Document 64 Filed 10/01/19 Page 8 of 15

1 ~ and Mr. Husain agreed what her testimony before the SEC should consist of.
2 ~ Because Mr. Husain was concerned that CA might disclose to the SEC his true role
3 ~ with respect to PR Complete Holdings, Mr. Husain told CA to withhold key facts
4 ~ surrounding his involvement from the SEC. In effect Mr. Husain suggested to CA
5 ~ that his role be described as a "Consultant", rather than a control person. In effect,
6 ~ Mr. Husain told CA to testify falsely and she agreed to follow Mr. Husain's
7 ' instructions.
8 On October 14, 2014, the defendant pled guilty to Count One of the
3
wa 9 Indictment, charging him with violations of 18 U.S.C. 371 (Conspiracy) and 18
x~ 10 U.S.C. 1505 (Obstruction ofProceedings before SEC).
C'7
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C. Consideration of Sentencing Factors Under 18 U.S.C. 3553 Justifies a

~ 11
Substantial Departure From the Sentencing Guidelines As
~ 12
Contemplated By the Parties Agreement.
~
I 13
As noted, Mr. Husain has never disputed that he committed a serious offense,
O 14
nor does he ask the Court to excuse his misconduct here. Instead, almost
~ 15
immediately after the false testimony of CA to the SEC was detected, and Mr.
x 16
H
Husain arrested in 2014, he admitted his guilt and began to cooperate with the
17
government's investigation. For nearly five years, Mr. Husain has been subject to
18
pre-trial supervision (in effect he has been on "probation") while he met repeatedly
19
with government attorneys and agents to effect his cooperation. The Court should
20
take note of the speed with which Mr. Husain initiated his remarkable co-operation -
21
- cooperation that was not based on any promises of leniency by the government --
22
and by the duration of that cooperation, as well as the fact that his cooperation has
23
criminal prosecution having been initiated by prosecutors in
24 resulted in a successful
of which is that Mr. Jaclin, the attorney who
25 a number of cases, not the least
been brought to justice. Mr. Husain's
26 originated the underlying scheme, has
27 cooperation in effect has been truthful, notable and productive,.
28 We will leave it to the government, AUSA Kingsley, to describe that
1 182087.1/22675.05003 7 Case No. CR 14-149-RS
DEFENDANT IMRAN HUSAIN'S SENTECING MEMORANDUM AND POSITION WITH RESPECT
TO PRE-SENTENCING REPORT
 Case 3:14-cr-00149-RS Document 64 Filed 10/01/19 Page 9 of 15

1 ~ cooperation in such detail as the government sees fit, and articulate its value, to the
2 Court. The government's recent notification to the defendant, however that it is
3 moving for a downward departure pursuant to 5k1.1 speaks for itself.
4 D. Response to the Presentence Report &Sentencing Factors
5 The defendant filed a response to the draft PSR which the Probation officer
6 fully took into account in preparing the final report. The Defendant thanks the
7 Probation Officer for an objective and thorough report, and states for the record that
8 he has no objections and offers no corrections or refinements thereto.
3

w a The USPO issued its Presentence Report on September 24, 2019. The USPO
x~ 10 correctly calculated the total offense level as follows:
zz
`~ 11 Base Offense Level(USSC ¶ 2J1.2(a)) _ 14
~ 12 Adjustment for Role in Offense(USSC ¶ 3B 1.1(c)
~
~ 13 (organizer of criminal activity): +2
O 14
Adjustments for Victim Related, Role in Offense &
~ 15
w Adjusted Offense Level: _ 16
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Acceptance of Responsibility _ -3
17.
Total Offense Level 13
18
Mr. Husain has no previous criminal history, which yields a criminal
19
history category of I, and on that basis the USPO calculated a Sentencing Guideline
20
range, without consideration of the government's motion for a downward departure
21
pursuant to Skl.l, of 12 to 18 months with a supervised release period not to exceed
22
3 years. Defendant concurs with these calculations, and with the USPO's
23
recommendation under the circumstances that Imran Husain "[beJplaced on
24
probationfor 3years."
25
The Probation Officer's rationale justifying the probationary sentence is, we
26
27 submit, both correct and compelling:
"The probation officer considered that this case represents the
28
1 182087.1/22675.05003 g Case No. CR 14-149-RS
DEFENDANT IMRAN HUSAIN'S SENTECING MEMORANDUM AND POSITION WITH RESPECT
TO PRE-SENTENCING REPORT
 Case 3:14-cr-00149-RS Document 64 Filed 10/01/19 Page 10 of 15

1 defendant's first exposure to a custodial term. Mr. Husain has a

supportive family. He appears motivated to put the offense behind
2
him and move forward with alaw-abiding life. It is noted that the
3 instant offense ended approximately six years ago, and Mr. Husain
has not committed new law violations since that time. As such, it may
4
be reasoned that he has accomplished some degree of post-offense
5 rehabilitation. Given the totality of the aforementioned factors, the
probation officer believes that a sentence of probation, -including a
6
term of home confinement is appropriate and will provide sufficient
7 punishment and deterrence, as related to 18 U.S.C. § 3553(a)(2)(A)
and (B). Therefore, the probation officer recommends a sentence of
8
three years of probation, including a condition for six months of home
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wQ 9 confinement. * * * It is noted that, as is standard practice for the
x 0~ 10 probation office, this recommendation is made without
zL consideration of the defendant's cooperation with the
~~ 11 government in this case. If the government moves for a downward
O departure based on the defendant's cooperation, a less restrictive
12
sentence maybe appropriate."
~
~ 13
14 III.
O
Q LEGAL DISCUSSION
O 15
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16 A. The Sentencing Guidelines Are.Now Only Advisory and the Court is
Empowered to Calculate and Fashion a Sentence Which the Court
17 Deems Just, Fair &Appropriate the Circumstances
18 The Court has wide (and appropriate) discretion to sentence Mr. Husain to a
19 lesser sentence than that otherwise suggested by the Sentencing Guidelines —even
20 without a downward departure motion by the government, as the Guidelines are now
21 merely "advisory" rather than mandatory. See United States v. Booker, 543 U.S.
22 220 (2005); United States v. Ameline, 409 F.3d 1073, 1074 (9~` Cir. 2005). After
23 Booker, the Guidelines no longer tie the hands of federal district judges who, while
24 they should take the guidelines into account, are free to impose any sentence that is
25 reasonable under all the circumstances, taking the sentencing factors of 18 U.S.C.
26 § 3553 into account. Ameline, 409 F.3d at 1077. Therefore, the Court is free to
27 exercise its own discretion in fashioning a reasonable and just sentence in this
28 matter. It is not bound by either sentencing stipulations,joint recommendations nor
1 182os7.1/22675.05003 (~ Case No. CR 14-149-RS
DEFENDANT IMRAN HUSAIN'S SENTECING MEMORANDUM AND POSITION WITH RESPECT
TO PRE-SENTENCING REPORT
 Case 3:14-cr-00149-RS Document 64 Filed 10/01/19 Page 11 of 15

1 ~ by the Guidelines.
2
B. Consideration of All Relevant Factors under Section 3553
3 Strongly Supports Imposition ofa Stipulated Sentence
4 Under Section 3553(a), the Court should consider several "factors" in
5 imposing a sentence, specifically: (1) the nature and circumstances of the offense
6 and the history and characteristics of the defendant(18 U.S.C. § 3553(a)(1));(2)the
7 need for the sentence to reflect the seriousness of the offense, to promote respect for
8 the law, and to provide just punishment for the offense (18 U.S.C. § 3553(a)(2)(A));
G~+ g
wq 9 (3) to afford adequate deterrence to criminal conduct (18 U.S.C. § 3553(a)(2)(B));
x~0 10 (4) to protect the public from further crimes of the defendant (18 U.S.C.
C7 w
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~~ 1 1 § 3553(a)(2)(C)); and (5) to provide the defendant with "correctional treatment in
O
12 the most effective manner" (18 U.S.C. § 3553(a)(2)(B)). Each of the relevant
~
~ 13 factors in this case militates in favor of the jointly recommended sentence—a

O 14 significant downward departure from the Guidelines resulting in probation.

Q
O 15 Moreover, given the extent to which Mr. Husain has already been punished by his
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16 misconduct, and will suffer further punishment in the future —not the least of which
17 is having to deal with a pending SEC enforcement action —there is little need or
18 justification for imposing a custodial term.
19
C. Mr. Husain's Personal Characteristics, Immediate Cooperation
20 with Law Enforcement, Confession, Expressions ofRemorse, and
Significant Cooperation Support a Probationary Sentence
21
22 This Court should impose a sentence of probation given Mr. Husain's positive
rehabilitation. To adopt the Probation
23. personal characteristics and his post-offense
24 Officer's "reason[ing] . . . [Defendant] has effected some degree of post-offense
include Mr. Husain's
25~ rehabilitation." Other factors supporting this outcome
immediate confession and acceptance
26 exemplary cooperation with law enforcement,
27 of responsibility.
28 1. Nature and Circumstances ofthe Offense.
1 182087.1/22675.05003 1~ Case No. CR 14-149-RS
DEFENDANT IMRAN HUSAIN'S SENTECING MEMORANDUM AND POSITION WITH RESPECT
TO PRE-SENTENCING REPORT
 Case 3:14-cr-00149-RS Document 64 Filed 10/01/19 Page 12 of 15

1 Although this is a serious offense, the nature and circumstances of the crime
2 ~ ~ is largely regulatory in nature. It is notable that there were no actual "victims" of the
3 ~ ~ fraud which was perpetrated on the SEC, as a regulatory body, and not on the public
4 ~ ~ or any individual investor. No public investors lost money as a direct result of Mr.
5 ~ ~ Husain's and Mr. Jaclin's concealment of information from the SEC through the
6 ~ ~ filing of incomplete S-1 Registration Statements. Mr. Husain was not involved, nor
7 did he have any information about the use (or abuse) of the shell corporations after
8 the sale of such shells to the outside groups. No restitution is sought or appropriate
~$a 9 here.
w~
x~ 10 2. Mr. Husain's Personal Characteristics and His Post-Offense Rehabilitation
C7 w
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11 Other than the instant offense, Mr. Husain has led a good and decent life.
~ 12 Mr. Husain's supporters, several of whom have written to the court, describe how he
~
I 13 has been a valuable member of his community for nearly 30 years. The Probation

O 14 Officer said it well. Mr. Husain has led an honest, law abiding life so far and has no
~ 15 prior criminal convictions. He has been on pretrial supervision for five years
w
~ 16 without any violations or problems. Otherwise, as the PO reports:
17 "Mr. Husain reported a stable upbringing, first in Bangladesh,
then in the Democratic Republic of Congo. His father was very
18
successful and was able to provide the family with a good life.
19 Mr. Husain came to the United States to pursue a college
education, and also became financially successful. * * * He
20
experienced no abuse or trauma, but indicated that the death of
21 his grandmother, and then (much later) the death of his father,
were both very difficult for him. Mr. Husain completed high
22
school, as well as a college degree. He has 15-year old daughter
23 of whom he maintains primary custody. His wife of many years
is currently living separately to care for her ailing mother,
24
although she remains supportive of him."
25
Law Enforcement, Immediate
26 3. Mr. Husain's Exemplary Cooperation With
27 Confession And Acceptance Of Responsibility

28 Mr. Husain as noted, cooperated from--the time of his first contact with law
1 182087.1/22675.05003
11 Case No. CR 14-149-RS
DEFENDANT IMRAN HUSAIN'S SENTECING MEMORANDUM AND POSITION WITH RESPECT
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1 enforcement. That cooperation we will let the government describe in more detail
2 and under seal, but it consisted, basically, of five years of pre-trial supervision,
3 restrictions on travel and frequent trips to Northern California to work with the U.S.
4 ~ ~ Attorney's office and the FBI. Mr. Husain candidly admitted his wrongdoing
5 ~ ~ throughout and sought to correct for the errors of his ways. He did so without any
6 ~ ~ promises of leniency or assurances with respect to his sentence. He did so
7 wholeheartedly because it was the right thing to do.
8
3 D. A Just Punishment For Mr. Husain's Actions Is Consistent
~,a 9 With a Sentence of Probation
x~ 10
C~ w A sentence of probation here is fully consistent with the need for the sentence
zZ
11 to reflect the seriousness of the offense, to promote respect for the law, and to
~ 12 provide just punishment for the offense (18 U.S.C. § 3553(a)(2)(A)). In considering
~
I 13 whether the need for a sentence that will reflect the seriousness of the offense

O 14 promote respect for law, it should be pointed out that Mr. Husain is also having to
~ 15 deal with an enforcement action brought by the SEC (pending in Los Angeles) in
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16 which both injunctive relief and substantial financial penalties are being sought.
17 The SEC's current position is that Mr. Husain should be sanctioned in the
18 accompanying SEC action as follows:
19 1)Permanent injunctions against further violations ofthe securities laws;
20 2)Disgorgement of approximately $1.757,0005 —which amount far exceeds
21 what Mr. Husain actually realized in his transactions involving the seven
22 shell corporations;
23 3)Civil penalties and fines
24 4)And a bar on Mr. Husain serving as an officer or director or a publically
25 traded company.
26
27 5 Mr. Husain disputes this calculation but not the premise that some portion of
28~ the monies obtained may be recouped by the SEC as disgorgement.
1 182087.1/22675.05003 Case No. CR 14-149-RS
12
DEFENDANT IMRAN HUSAIN'S SENTECING MEMORANDUM AND POSITION WITH RESPECT
TO PRE-SENTENCING REPORT
 Case 3:14-cr-00149-RS Document 64 Filed 10/01/19 Page 14 of 15

1 mile the double jeopardy clause permits both civil and criminal penalties, Mr.
2 ~ ~ Husain respectfully submits that the anticipated amount, and severity, of the
3 ~ ~ Proposed civil, enforcement sanctions is relevant to a fair determination of the
4 ~ extent of further penalties to be imposed by this Court.
5
E. The Court Should Minimize Any Sentence of Confinement
6 Because Mr.Husain is an Extraordinary Candidate for
Rehabilitation -- Indeed He Has Already Been Rehabilitated
7
The need to afford adequate deterrence to criminal conduct (18 U.S.C.
8
§ 3553(a)(2)(B)) and to protect the public from further crimes of the defendant (18
~,Q 9
x~ 10
U.S.C. § 3553(a)(2)(C)) are both factors largely mitigated by the circumstances
~z
here. As the Probation Officer has aptly observed, the Court may properly take into
11
account Mr. Husain's rehabilitation following his initial apprehension nearly five
~ 12
years ago. These are significant and appropriate factors for the Court to consider:
~
I 13
see, e.g., 18 U.S.C. § 3661 ("[n]o limitation shall be placed on the information
O 14
concerning the background, character, and conduct of a person convicted of an
p 15
w offense which a court...may [] consider for the purpose of imposing an appropriate
~ 16
sentence"); U.S. v. Green, 152 F.3d 1202, 1208 (9th Cir. 1998) (pre-Booker case
17
affirming district court's 11-level downward departure at re-sentencing based on
18
extraordinary rehabilitation evidence). Similarly, the Eleventh Circuit has held that
19
a trial court may appropriately consider-- evidence about "changes in [the
20
defendant's] life that followed his religious conversion." U.S. v. Clay, 483 F.3d
21
739, 745 (11th Cir. 2007) (such considerations are "...appropriate when a district
22
court evaluates the history and characteristics of the defendant and the need to
23
protect the public from further crimes of the defendant").
24
The Court can and should consider that Mr. Husain has little, if any, chance of
25
re-offending. He has learned his lesson, and is no danger to society. To the extent
26
that he might be tempted to engage in behavior skirting the securities laws of the
27
United States —which he won't be —the fact of the matter is that anticipated decree
28
u82087.]/22675.05003 13 ., Case No. CR 14-149-RS
DEFENDANT IMRAN HUSAIN'S SENTECING MEMORANDUM AND POSITION WITH RESPECT
TO PRE-SENTENCING REPORT
 Case 3:14-cr-00149-RS Document 64 Filed 10/01/19 Page 15 of 15

1 that defendant is likely to enter into with the Commission will virtually extinguish
2 any chance of anti-social or unlawful behavior occurring in the future. Thus, in U.S.
3 v. Sayad, 589 F.3d 1110 (10th Cir. 2009), the Tenth Circuit upheld a sentence of
4 probation—which was significantly below the Guidelines—because as the case
5 here, the defendant offered evidence that he was a good candidate for rehabilitation,
6 he came from a particularly close-knit family and community, he recognized the
7 gravity of his actions, he lacked drug or other sociopathic problems, and had
8 partially rehabilitated himself after his release from custody. Mr. Husain's situation
Wq
J g is closely parallel.
x~ 10
C7
zZ IV. CONCLUSION
11
Based on the foregoing, Mr. Husain respectfully requests that the Court
~ 12
impose a sentence of probation, along with a modest fine, with such terms and
~
~ 13
conditions as the Court deems just and appropriate.
O 14
p 15.
w Dated: October 1, 2019 Respectfully submitted,
x 16'
N
17
George B. Newhouse, Jr.
18
19 By: /s/George B. Newhouse
20 George B. Newhouse

21 Attorneys for Defendant

IMRAN HUSAIN
22
23
24
25
26
27
28
1182087.122675.05003 14 Case No. CR 14-149-RS
DEFENDANT IMRAN HUSAIN'S SENTECING MEMORANDUM AND POSITION WITH RESPECT
TO PRE-SENTENCING REPORT