UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION


UNITED STATES SECURITIES
AND EXCHANGE COMMISSION,

Plaintiff,

v.

RANDY A. HAMDAN and
ORACLE CONSULTANTS, LLC,

Defendants.





Civil Action No. 13-15006-NGE-MKM

ANSWER AND AFFIRMATIVE DEFENSES OF DEFENDANTS RANDY A.
HAMDAN AND ORACLE CONSULTANTS LLC

Defendants, Randy A. Hamdan (Mr. Hamdan) and Oracle
Consultants, LLC (Oracle Consultants) (collectively, Defendants), submit their
Answer and Affirmative Defenses to the Complaint filed by the United States
Securities and Exchange Commission (the SEC) and state as follows:
SUMMARY
1. Defendants admit only that Oracle Consultants, LLC is an
entity wholly owned by Mr. Hamdan. As to the remaining allegations in this
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paragraph, Defendants respectfully assert their rights to decline to answer based on
the Fifth Amendment to the United States Constitution.
1

JURISDICTION AND VENUE
2. This paragraph states a legal conclusion to which no response is
required.
3. This paragraph states a legal conclusion to which no response is
required.
4. The first sentence of this paragraph states a legal conclusion to
which no response is required. Defendants admit that at all relevant times, he was a
resident of this District, and that Oracle Consultants is registered in Michigan to
Mr. Hamdans address. As to the remaining allegations in this paragraph, based on
the Fifth Amendment of the United States Constitution, Defendants respectfully
assert their rights to decline to answer.
DEFENDANTS

1
The SEC has alleged that Mr. Hamdans allegedly improper trading
activities were the actions of Mr. Hamdan, conducted through or in the name
of Oracle Consultants. Mr. Hamdan is the sole member and employee of Oracle
Consultants. Under such circumstances, Oracle Consultants is not a collective
entity, and a factfinder would inevitably conclude that Oracle Consultants answers
are in fact the answers of Mr. Hamdan. Accordingly, Oracle is entitled to assert the
rights afforded by the Fifth Amendment to the United States Constitution.
Braswell v. United States, 487 U.S. 99, 118 n.11 (1988).
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5. Defendants admit the allegations in the first sentence of this
paragraph. As to the remaining allegations in this paragraph, based on the Fifth
Amendment of the United States Constitution, Defendants respectfully assert their
rights to decline to answer.
6. Defendants admit that at all times relevant herein, Defendant
Oracle Consultants was a Michigan-registered limited liability company.
Defendants further admit that Mr. Hamdan is the sole member of the company,
which he formed in April 2009. As to the remaining allegations in this paragraph,
based on the Fifth Amendment of the United States Constitution, Defendants
respectfully assert their rights to decline to answer.
RELEVANT ENTITY
7. Defendants, upon information and belief, admit the allegations
contained in the first two sentences of this paragraph. Upon information and belief,
Defendants deny the allegations contained in the third sentence of this paragraph.
Defendants admit that CompuSonics traded at prices below $5.00 per share.
Defendants lack sufficient knowledge to admit or deny the remaining allegations in
this paragraph.
FACTS
8. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
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9. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
10. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
11. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
12. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
13. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
14. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
15. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
16. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
17. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
18. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
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19. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
20. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
21. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
22. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
23. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
24. Defendants lack sufficient knowledge and information to admit
or deny the allegations in the second sentence of this paragraph. As to the
remaining allegations contained in this paragraph, Defendants respectfully assert
their rights to decline to answer based on the Fifth Amendment to the United States
Constitution.
25. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
26. Defendants lack sufficient knowledge and information to admit
or deny the allegations in this paragraph.
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27. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
28. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
29. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
30. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
31. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
32. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
33. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
34. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
35. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
36. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
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37. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
38. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
39. Upon information and belief, Defendants deny that
CompuSonics did not have operations or a transfer agent. As to the remaining
allegations in this paragraph, Defendants respectfully assert their rights to decline
to answer based on the Fifth Amendment to the United States Constitution.
40. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
41. Defendants lack sufficient knowledge and information to admit
or deny the allegations contained in this paragraph.
42. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
43. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
44. Defendants respectfully assert their rights to decline to answer
based on the Fifth Amendment to the United States Constitution.
FIRST CLAIM FOR RELIEF
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45. Defendants incorporate by reference their answers to
paragraphs 1 through 44.
46. This paragraph states a legal conclusion to which no response is
required. To the extent the allegations are deemed factual, Defendants respectfully
assert their rights to decline to answer based on the Fifth Amendment to the United
States Constitution.
47. This paragraph states a legal conclusion to which no response is
required. To the extent the allegations are deemed factual, Defendants respectfully
assert their rights to decline to answer based on the Fifth Amendment to the United
States Constitution.
48. This paragraph states a legal conclusion to which no response is
required. To the extent the allegations are deemed factual, Defendants respectfully
assert their rights to decline to answer based on the Fifth Amendment to the United
States Constitution.
SECOND CLAIM FOR RELIEF
49. Defendants incorporate by reference their answers to
paragraphs 1 through 44.
50. This paragraph states a legal conclusion to which no response is
required. To the extent the allegations are deemed factual, Defendants respectfully
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assert their rights to decline to answer based on the Fifth Amendment to the United
States Constitution.
51. This paragraph states a legal conclusion to which no response is
required. To the extent the allegations are deemed factual, Defendants respectfully
assert their rights to decline to answer based on the Fifth Amendment to the United
States Constitution.
52. This paragraph states a legal conclusion to which no response is
required. To the extent the allegations are deemed factual, Defendants respectfully
assert their rights to decline to answer based on the Fifth Amendment to the United
States Constitution.
AFFIRMATIVE DEFENSES
1. The SECs claims are barred, in whole or in part, by the
doctrines of waiver, estoppel, laches, ratification, unclean hands and/or failure to
mitigate.
2. Any award of unreasonably high civil penalties or unreasonably
restrictive injunctive remedies would violate the Due Process Clauses of the Fifth
and Fourteenth Amendments to the United States Constitution, as well as
guaranties contained in the Sixth and Eighth Amendments thereto.
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3. Any award of unreasonably high civil penalties or unreasonably
restrictive injunctive remedies would be inequitable in light of mitigating facts and
circumstances.

Dated: February 3, 2014 Respectfully submitted,
/s/ Deborah Kovsky-Apap
MATTHEW J. LUND (P48632)
DEBORAH KOVSKY-APAP (P68258)
Pepper Hamilton LLP
Suite 1800
4000 Town Center
Southfield, Michigan 48075
248.359.7300
248.359.7700
lundm@pepperlaw.com
kovskyd@pepperlaw.com
Attorneys for Defendants Randy A.
Hamdan and Oracle Consultants, LLC


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CERTIFICATE OF SERVICE
I hereby certify that on February 3, 2014, I caused the foregoing
Answer and Affirmative Defenses of Defendants Randy A. Hamdan and Oracle
Consultants, LLC to be electronically filed with the Clerk of the Court and notice
will be sent by operation of the Courts electronic filing service to all ECF
participants registered to receive notice in this case.

Dated: February 3, 2014 /s/ Deborah Kovsky-Apap
MATTHEW J. LUND (P48632)
DEBORAH KOVSKY-APAP (P68258)
Pepper Hamilton LLP
Suite 1800
4000 Town Center
Southfield, Michigan 48075
248.359.7300
248.359.7700
lundm@pepperlaw.com
kovskyd@pepperlaw.com
Attorneys for Defendants Randy A.
Hamdan and Oracle Consultants, LLC

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