U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 22204 / December 20, 2011

SEC v. Heart Tronics, Inc., et al., Case No. SACV-11-1962-JVS (ANx) (C.D. Cal.)

SEC Charges Heart Tronics, Inc. and Six Individuals in Connection with a Series of Fraudulent Schemes Pumping Company Stock

The Securities and Exchange Commission filed a lawsuit today in federal court in Los Angeles charging seven defendants, including California lawyer Mitchell J. Stein, in a series of brazen fraudulent schemes designed to artificially inflate the securities of Heart Tronics, Inc., f/k/a Signalife, Inc. (Heart Tronics), while Stein secretly made millions of dollars from selling the stock.  The seven defendants charged are:

• Heart Tronics (known during the relevant period as Signalife), a company headquartered in California that purports to sell a heart monitoring device.  Heart Tronics common stock was formerly listed on the American Stock Exchange but is now quoted on the OTC Link under the symbol “HRTT.PK”;
• Mitchell J. Stein of Hidden Hills, CA, a California attorney who was the architect and principal beneficiary of the fraud schemes.  Stein controlled many of Heart Tronics’ business activities and public disclosures;
• Willie J. Gault of Encino, CA, a former professional football player and one of Heart Tronics’ co-CEOs from October 2008 through June 2011;
• J. Rowland Perkins of Beverly Hills, CA, a former Hollywood executive and the other of Heart Tronics’ co-CEOs since June 2008;
• Martin B. Carter of Boca Raton, FL, an unlicensed electrician who worked as Stein’s chauffer and handyman while carrying out the fraud with Stein;
• Mark C. Nevdahl  of Spokane, WA, the trustee and stock broker for a number of nominee accounts Stein used to unlawfully sell Heart Tronics stock; and
• Ryan A. Rauch of San Clemente, CA, a stock promoter paid to tout Heart Tronics stock to investors. 

In a parallel criminal investigation, the U.S. Department of Justice and U.S. Postal Inspection Service announced today the arrest of Stein.

The SEC’s complaint alleges that Heart Tronics fraudulently and repeatedly announced millions of dollars in sales orders for its product between 2006 and 2008.   In fact, according to the complaint, Heart Tronics never had viable sales orders from actual customers, but Stein and Carter fabricated numerous documents to support the false disclosures to the public.  As alleged in the complaint, Stein profited by causing Heart Tronics to unlawfully pay Carter approximately $2 million in cash and Heart Tronics stock pursuant to a sham consulting agreement.  Carter kicked-back substantially all the proceeds to Stein. 

The complaint also alleges that in 2008 Heart Tronics installed Gault, a celebrity athlete, and Perkins, a founder of a well-known talent agency, as figurehead CEOs to generate publicity for Heart Tronics and foster investor confidence.  However, the SEC alleges that Gault and Perkins rarely questioned Stein’s fraudulent agenda and abdicated their fiduciary responsibilities to shareholders by signing, or authorizing to be signed, false SEC filings and false certifications under the Sarbanes-Oxley Act of 2002.  In addition, the complaint alleges that Stein and Gault together defrauded an individual investor into making a substantial investment in Heart Tronics based on false representations that his capital would fund the company’s operations.  Instead, Stein and Gault diverted the investor’s proceeds for their personal use, including purchasing Heart Tronics stock in Gault’s personal brokerage account to create the appearance of volume and demand for the stock. 

Stein also hired promoters to tout Heart Tronics stock on the Internet.  According to the complaint, one such promoter, Rauch, solicited numerous investment advisers, retail and institutional brokers, and other investors to buy Heart Tronics stock, but failed to disclose he was being paid by Heart Tronics in exchange for his promotion.

While Stein was orchestrating his campaign of misinformation and other schemes designed to inflate Heart Tronics’ stock price, the complaint alleges that he and his wife, Tracey Hampton-Stein (Hampton-Stein), the company’s majority shareholder, directed the sale of more than $5.8 million worth of Heart Tronics stock, while failing to disclose the sales as required under the federal securities laws.  Stein enlisted Nevdahl, a stock broker, to act as trustee for a number of purportedly blind trusts to create the façade that the shares were under the control of an independent trustee.  The trusts were blind in name only; according to the complaint, Nevdahl met the Steins’ regular demands for cash by continually selling Heart Tronics stock though the trusts. 

The SEC’s complaint charges the following defendants committed the following violations of the federal securities laws:

• Heart Tronics violated Sections 5(a) and (c), and Section 17(a) of the Securities Act of 1933 (“Securities Act”); Securities Act Regulation S-T, Rule 302(b); Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934 (“Exchange Act”); and Exchange Act Rules 10b-5(b), 12b-11, 12b-20, 13a-1, 13a-11, and 13a-13.

• Stein violated Sections 5(a) and (c), and Section 17(a) of the Securities Act; Sections 10(b), 13(b)(5), 13(d), and 16(a) of the Exchange Act; and Exchange Act Rules 10b-5, 13b2-1, 13d-1, and 16a-3; and he aided and abetted violations of Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-11, and 13a-13.

• Gault violated Section 17(a) of the Securities Act; Sections 10(b) and 13(b)(5) of the Exchange Act; and Exchange Act Rules 10b-5 and 13a-14; and he aided and abetted violations of Sections 10(b) of the Exchange Act and Exchange Act Rules 10b-5(a) and (c).

• Perkins violated Sections 10(b) and 13(b)(5) of the Exchange Act and Exchange Act Rules 10b-5(b) and 13a-14; and he aided and abetted violations of Section 13(b)(2)(B) of the Exchange Act.

• Carter violated Sections 5(a) and (c), and Sections 17(a)(1) and (3) of the Securities Act; Sections 10(b) and 13(b)(5) of the Exchange Act; and Exchange Act Rules 10b-5(a) and (c), and 13b2-1; and he aided and abetted violations of Sections 10(b), 13(a), 13(b)(2)(A) of the Exchange Act and Exchange Act Rules 10b-5(a) and (c), 12b-20, 13a-1, 13a-11, and 13a-13.Nevdahl violated Sections 17(a)(1) and (3) of the Securities Act; Section 10(b) of the Exchange Act; and Exchange Act Rules 10b-5(a) and (c); and he aided and abetted violations of Sections 10(b) of the Exchange Act and Exchange Act Rules 10b-5(a) and (c).

• Rauch violated Section 17(b) of the Securities Act.

The complaint seeks permanent injunctions, disgorgement of ill-gotten gains with prejudgment interest, and civil monetary penalties from all defendants.  With respect to Stein, Gault and Perkins, the complaint seeks the imposition of permanent officer-and-director bars; with respect to Stein, Gault, Perkins, Carter and Rauch, the complaint seeks the impositions of permanent penny stock bars.   The complaint also seeks the return of ill-gotten gains from nine relief defendants, including Hampton-Stein and her company, ARC Finance Group LLC, Heart Tronics’ majority shareholder.

SEC Complaint

http://www.sec.gov/litigation/litreleases/2011/lr22204.htm