Litigation Release No. 23537 / May 12, 2016

Securities and Exchange Commission v. Imran Husain, et al.,
Civil Action No. 2:16-cv-03250 (C.D. Cal., filed May 12, 2016)

The Securities and Exchange Commission today announced fraud charges against a California stock promoter and a New Jersey lawyer who allegedly were creating sham companies and selling them until the SEC stopped them in their tracks.

The SEC alleges that Imran Husain and Gregg Evan Jaclin essentially operated a shell factory enterprise by filing registration statements to form various startup companies and misleading potential investors to believe each company would be operating and profitable. The agency further alleges that their secret objective all along was merely to make money for themselves by selling the companies as empty shells rather than actually implementing business plans and following through on their representations to investors.

Moving quickly to protect investors based on evidence collected even before its investigation was complete, the SEC issued stop orders and suspended the registration statements of the last two created companies â€" Counseling International and Comp Services â€" before investors could be harmed and the companies could be sold.

According to the SEC's complaint filed in federal court in Los Angeles:

  • Husain and Jaclin created nine shell companies and sold seven using essentially the same pattern.
  • Husain created a business plan for each company that would not be implemented beyond a few initial steps, and then convinced a friend, relative, or acquaintance to become a puppet CEO who approved and signed corporate documents at Husain's direction.
  • Jaclin supplied bogus legal documents that Husain used to conduct sham private sales of a company's shares of stock to "straw shareholders" who were recruited and given cash to pay for the stock they purchased plus a commission. Some of the recorded shareholders were not even real people.
  • Husain and Jaclin filed registration statements for initial public offerings and falsely claimed that a particular business plan would be implemented. Deliberately omitted from the registration statements were any mention of Husain starting and controlling the company.
  • Husain and Jaclin filed misleading quarterly and annual reports once a company became registered publicly, providing much of the same false information depicted in the registration statements.
  • Husain obtained about $2.25 million in total proceeds when the empty shell companies were sold, and Jaclin and his firm received nearly $225,000 for their legal services.

The SEC's complaint charges: (i) Husain with violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder, and, in the alternative, as a control person, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; (ii) Jaclin with violations of Sections 5(a), 5(c), and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) thereunder; (iii) Husain and Jaclin, in the alternative, with aiding and abetting violations of Section 5(a), 5(c), and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and (iv) Husain and Jaclin with aiding and abetting violations of Section 15(d) of the Exchange Act and Rules 12b-20, 15d-1, and 15d-13 thereunder. The SEC seeks disgorgement of ill-gotten gains plus interest and penalties, permanent injunctions, and penny stock bars. The SEC also seeks an officer-and-director bar against Husain.

The SEC's investigation was conducted by Roberto A. Tercero and Spencer E. Bendell as part of the Microcap Fraud Task Force. The SEC's litigation will be led by Amy J. Longo and supervised by John Berry. The SEC acknowledges the assistance of the FBI and the United States Attorney's Office for the Northern District of California.

For further information, see Stop Orders 33-9444 (Aug. 22, 2013) and 33-9577 (April 23, 2014)

SEC Complaint