Zolp

Defendant-appellant Marshall Zolp appeals the district court’s sentence following his plea of guilty to federal securities fraud. Zolp challenges two aspects of his sentencing proceedings: (1) the district court’s factual finding that the involved stock was “worthless” after the fraud came to light, and (2) the district court’s decision to consider Zolp’s cooperation only as part of the larger analysis under 18 U.S.C. § 3553 (a) and not as part of the court’s advisory guidelines calculation. On the first issue, we vacate and remand. On the second issue, we affirm.

BACKGROUND

Zolp was a major participant in a “pump-and-dump” scheme involving two related companies: MegaWatt Energy Corp. (“MegaWatt”), a California corporation, and New Energy Corp. (“Original New Energy”), a Utah corporation with offices in San Diego, California. MegaWatt was a privately-held company that purportedly manufactured solar generators. MegaWatt spun-off Original New Energy as another privately-held company to market those generators. With Zolp’s assistance, New Energy completed a reverse merger with a publicly-traded company called Ubetigolf, Inc. (“Ubetigolf’). The surviving entity was named New Energy…