SEC v. Harmel S. Rayat; RenovaCare, Inc.; Jatinder Bhogal; Jeetenderjit Singh Sidhu; Sharon Fleming; Treadstone Financial Group Ltd., et al., No. 1:21-cv-04777, Southern District of New York (Aug. 29, 2022) — Complaint

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                      Plaintiff,

 v.                 No. 1:21-cv-04777-LJL

HARMEL S. RAYAT,
RENOVACARE, INC., JATINDER
BHOGAL, JEETENDERJIT SINGH
SIDHU, and SHARON FLEMING,

                         JURY TRIAL DEMANDED

                          Defendants,

        and

TREADSTONE FINANCIAL
GROUP LTD., TREADSTONE
FINANCIAL GROUP LLC,
BLACKBRIAR ASSET
MANAGEMENT LTD., and
1420527 ALBERTA LTD.,

                            Relief Defendants.

AMENDED COMPLAINT

Plaintiff Securities and Exchange Commission (the “Commission”), for its Amended
Complaint against Defendants Harmel S. Rayat (“Rayat”), RenovaCare, Inc. (“RenovaCare” or
the “Company”), Jatinder Bhogal (“Bhogal”), Jeetenderjit Singh Sidhu (“Sidhu”), and Sharon
Fleming (“Fleming”) (collectively, “Defendants”), and Relief Defendants Treadstone Financial
Group Ltd. (“Treadstone Ltd.”), Treadstone Financial Group LLC (“Treadstone LLC”),
Blackbriar Asset Management Ltd. (“Blackbriar Ltd.”), and 1420527 Alberta Ltd. (“Alberta

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Ltd.”) (collectively, “Relief Defendants”), alleges as follows:
SUMMARY OF ALLEGATIONS
1. This case concerns a longstanding and wide-reaching fraudulent scheme to
increase the share price and trading volume of the common stock of RenovaCare, a purported
medical device company with no commercially available product and no revenue.  From at least
2007 to 2018 (the “Relevant Period”), Rayat, a recidivist securities law violator and majority and
controlling shareholder of RenovaCare, orchestrated the scheme along with three long-t ime
friends and business associates – Bhogal, Sidhu, and Fleming.
2. Defendants’ fraudulent scheme, which was essentially a “pump and dump”
designed to artificially increase the share price and trading volume of RenovaCare stock to
permit Defendants to sell shares at an inflated price, involved a number of steps, including:  (i)
accumulating millions of shares of RenovaCare stock and distributing them among the
Defendants; (ii) coordinating the registration of restricted shares for resale, and depositing them
as “free trading” shares in brokerage accounts in the United States and Canada; (iii ) promoting
RenovaCare stock to investors through a paid third-party promotional campaign while intending
to sell and selling – a practice known as “scalping;” (iv) disseminating materially false
statements in a Company press release and a Form 8-K filed with the Commission, both of which
denied any involvement in the promotional campaign orchestrated and funded by Defendants; (v)
orchestrating RenovaCare press releases to coincide with the third-party promotion; and (vi)
manipulative trading across multiple accounts to support the share price and trading volume of
RenovaCare stock while selling over one million of shares to monetize the scheme.
3. In organizing and executing this fraudulent scheme, Rayat and his associates were
playing a “long game.”  Beginning no later than 2007, Rayat transferred shares of RenovaCare

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and other penny stocks to Sidhu, Bhogal, and others.  Rayat retained a financial interest in the
shares he transferred – either in the form of debt obligations or preferred shares in the entities
that received the shares.  This allowed Rayat to profit from the sale of shares by others during the
promotional activity.
4. Each of the individual Defendants played a role in the scheme, and they acted
through and used RenovaCare as a vehicle for the fraud.  For example, Bhogal – Rayat’s friend
and long-time business associate, and a large shareholder of RenovaCare stock who also served
as a consultant to the Company – played a central part in creating and maintaining RenovaCare’s
“investor relations” operation, including developing a company website, managing a series of
third-party investor relations consultants, and managing the timing and content of RenovaCare’s
public press releases.
5. By at least 2015, RenovaCare’s investor relations program was in place, and
Defendants engaged a series of third-party promoters to tout the Company and its common stock
in focused promotional campaigns intended to increase its stock price and trading volume to
permit them to profit.
6. In July 2017, Rayat hired one such promoter, StreetAuthority, LLC
(“StreetAuthority”), to conduct a promotional campaign focused on RenovaCare
stock and the Company’s experimental medical device called the “SkinGun.”  Each
year, StreetAuthority built a promotional campaign called the “Predictions
Campaign” around an annual “Predictions Report” for the next calendar year.  After
Rayat approached StreetAuthority and offered to fund the campaign, RenovaCare and
another company owned by Rayat became StreetAuthority’s lead “predictions.”
7. Rayat knowingly provided materially false information to StreetAuthority for use

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in its promotional campaign aimed at “pumping” the share price and trading volume of
RenovaCare stock.  This included false “before and after” pictures of a burn patient that was
treated with a SkinGun prototype.
8. From at least July 2017 through February 2018, Rayat organized, financed and
directed StreetAuthority’s efforts, which included a steady stream of “research” reports, emails,
and advertisements that encouraged investors to buy RenovaCare stock.  During this promotional
blitz – funded by RenovaCare – the Company issued press releases to bolster the StreetAuthority
promotional campaign.  Bhogal was responsible for and worked on several press releases issued
by the Company, all while knowing that StreetAuthority was promoting RenovaCare.
9. Rayat, Bhogal, Sidhu, and Fleming intended to sell and all but Rayat sold
RenovaCare stock while the StreetAuthority promotional campaign was ongoing – the textbook
definition of scalping.  During this time, Bhogal, Sidhu, and Fleming’s RenovaCare stock trading
tracked key events in the StreetAuthority promotional campaign as well as each other’s trading
activity.
10. While the Predictions Campaign was active, Bhogal sold millions-of-dollars of
RenovaCare shares through Alberta Ltd., a company in which Rayat held a substantial financial
interest.  Later in the scheme, Bhogal also placed at least two orders to buy RenovaCare stock
that were intended to manipulate the market.
11. Sidhu – Rayat’s long-time business associate, and a former member of
RenovaCare’s board of directors – coordinated the registration and deposit of Defendants’
RenovaCare shares during the Relevant Period.  He also sold millions-of-dollars of RenovaCare
shares during the fraudulent scheme, using multiple brokerage accounts, and engaged in
manipulative trading to further artificially inflate the market for RenovaCare stock.

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12. Fleming – a third party investor relations consultant to RenovaCare and an active
participant in the StreetAuthority promotional campaign – sold over 50,000 RenovaCare shares
during the fraudulent scheme, and engaged in manipulative trading to further artificially inflate
the market for RenovaCare stock.
13. While the scheme was ongoing, Defendants also took steps to conceal their role in
the Predictions Campaign.  On January 8, 2018 – in response to an inquiry from OTC Markets
Group, Inc. (“OTC Markets”), the entity that supervised the exchange on which RenovaCare
stock was listed – Rayat, Bhogal, and RenovaCare made and publicly disseminated a materially
false press release that denied any involvement in the StreetAuthority promotional campaign.
14. As a result of the fraudulent conduct alleged below, Bhogal, Sidhu, and Fleming
sold millions of shares of RenovaCare stock at artificially inflated prices and made over $7
million in ill-gotten gains, either directly or through the Relief Defendants, which were entities
they owned and controlled and in which Rayat had substantial financial interests.
VIOLATIONS AND RELIEF SOUGHT
15. By engaging in the conduct described in this Complaint, Defendants violated
Section 17(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. § 77q(a), Section 10(b)
of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. § 78j(b), and Rule 10b-5
thereunder, 17 C.F.R. § 240.10b-5; RenovaCare violated Section 15(d) of the Exchange Act, 15
U.S.C. § 78o(d), and Rules 15d-11 and 12b-20 thereunder, 17 C.F.R §§  240.15d-1 & 240.12b-
20; Bhogal, Sidhu, and Fleming violated Section 9(a)(2) of the Exchange Act, 15 U.S.C. §
78i(a)(2); Rayat and Bhogal aided and abetted RenovaCare’s violation of Section 10(b) of the
Exchange Act, and Rule 10b-5 thereunder, in violation of Section 20(e) of the Exchange Act, 15
U.S.C. § 78t(e); Bhogal aided and abetted Rayat’s and RenovaCare’s violations of Section 17(a)

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of the Securities Act, in violation of Section 15(b) of the Securities Act, 15 U.S.C. § 77o(b); and,
by acting through or by means of third parties, including StreetAuthority, RenovaCare’s third-
party investor relations consultants, and each other, Rayat, Bhogal, Sidhu, and Fleming violated
Section 20(b) of the Exchange Act.15 U.S.C. § 78t(b).  Unless restrained and enjoined,
Defendants will engage in further violations of these provisions.
16. The Commission respectfully requests that the Court enter a judgment:
(i) enjoining Defendants from committing further violations of the Federal securities laws as
alleged in this Complaint; (ii) ordering Rayat, Bhogal, Sidhu, Fleming, and the Relief
Defendants to disgorge their ill-gotten gains with prejudgment interest; (iii) ordering Defendants
to pay civil monetary penalties; (iv) permanently barring Rayat, Bhogal, Sidhu, and Fleming
from participating in any offering of a penny stock and serving as an officer or director of a
public company; and (v) ordering other appropriate and necessary equitable relief.
JURISDICTION AND VENUE
17. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), and
27(a) of the Exchange Act, 15 U.S.C. §§78u(d)-(e) & 78aa(a) and Sections 20(b)-(d) and 22(a)
of the Securities Act, 15 U.S.C. §§ 77t(b)-(d) & 77v(a).  Among other things, the Defendants
conducted business and engaged in the unlawful acts described herein, directly or indirectly,
throughout the United States, using the means, instruments, or instrumentalities of interstate
commerce and/or the mails, including the use of email, the internet, and telephone.
18. Until August 3, 2016, RenovaCare had securities registered with the Commission
pursuant to Exchange Act Section 12(g), at which time it filed a Form 15 to terminate the
registration.  Thereafter, RenovaCare continued to regularly file forms with the Commission,
including Forms 8-K.  During the Relevant Period, the company’s stock was a penny stock

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because it did not meet any of the exceptions to the definition of a “penny stock” pursuant to
Exchange Act Section 3(a)(51), 15 U.S.C. § 78c(a)(51), and Exchange Act Rule 3a51-1, 17
C.F.R. § 240.3a51-1.
19. Venue is proper in this District pursuant to Section 27 of the Exchange Act, 15
U.S.C. § 78aa, and 28 U.S.C. § 1391(c)(3) and Section 22(a) of the Securities Act, 15 U.S.C. §
77v(a).  During part of the Relevant Period, RenovaCare was headquartered and transacted
business in this District.  Throughout the events described here, RenovaCare’s common stock
(ticker symbol “RCAR”) traded on the OTCQB Tier, an interdealer quotation system operated by
OTC Markets Group, Inc. (“OTC Markets”), which is headquartered in this District.
20. In addition, certain of the transactions, acts, practices, and courses of conduct
constituting the violations alleged in this Complaint occurred within or touched upon this
District.  The Defendants and Relief Defendants engaged in fraudulent conduct that had a
foreseeable and substantial effect upon investors and markets in this District and throughout the
United States.
21. The StreetAuthority promotional campaign, which included material
misrepresentations and omissions, was directed at investors, including those in this District.  At
Rayat’s direction, RenovaCare deceptively routed payments to StreetAuthority through a series
of third-party investor relations consultants, using an account with a bank located in this District.
22. Defendants had frequent contact with RenovaCare employees, outside counsel,
and third-party consultants in the United States, including in this District, via telephone, email,
and other means of interstate communications.  At least Rayat, Bhogal, and Fleming also had
contact with StreetAuthority representatives in the United States using similar means.
23. Bhogal and Sidhu organized, owned and controlled Canadian and U.S.-based

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entities through which they owned and controlled and/or traded RenovaCare common stock.
Rayat repeatedly tried to open accounts with U.S.-based brokerage firms, and Bhogal, Sidhu,
Fleming, and the Relief Defendants traded RenovaCare shares in accounts with U.S.-based
broker-dealers, through U.S. exchanges, and/or wired the proceeds of those sales through
accounts held in the U.S. and Canada in furtherance of the unlawful conduct alleged herein.
DEFENDANTS

24. RenovaCare is a Nevada corporation that was headquartered at 430 Park Avenue,
New York, New York, during the Relevant Period.  It is now headquartered in Roseland, New
Jersey.  The Company has been through several name changes and changes in purported business
focus.  Most recently, on January 7, 2014, the Company changed its name to RenovaCare and
purportedly changed its business focus to medical devices.  It was and is a development stage
company with no revenue, but claims to be developing a medical device called the “SkinGun”
that uses a “CellMist” system to treat burns.
25. Rayat, age 59, is a Canadian citizen and resident of Vancouver.  He has been the
majority and controlling shareholder of RenovaCare, Inc., or its predecessors since at least 1999,
and has at times served as its Chairman.  As of January 1, 2021, Rayat owned 71,101,453 million
shares of common stock (approximately 81.3 percent of the company’s outstanding float), either
individually or through his wholly owned holding companies, Kalen Capital Corporation (“Kalen
Corp.”) and Kalen Capital Holdings LLC (“Kalen LLC”).
26. Bhogal, age 42, is a Canadian citizen and resident of Vancouver.  During the
Relevant Period, Bhogal, individually or through companies he owned and controlled – including
Relief Defendant Alberta Ltd. – owned and controlled millions of shares of RenovaCare
common stock.  He received this stock in transactions financed or arranged by Rayat, in

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exchange for debt or equity obligations to Rayat.  Bhogal served as a “strategic advisor” to
RenovaCare through his wholly owned consulting firm Vector Asset Management, Inc. from
August 1, 2013, through June 26, 2018, when he was appointed RenovaCare’s Chief Operating
Officer.  During the Predictions Campaign, Bhogal transacted in RenovaCare shares in
furtherance of the scheme.
27.  Sidhu, age 49, is a Canadian citizen and resident of Vancouver.  During the
Relevant Period, Sidhu, individually or through companies he owned and controlled – including
Relief Defendants Blackbriar Ltd., Treadstone Ltd., and Treadstone LLC – owned and controlled
millions of shares of RenovaCare common stock.  He received this stock either directly from
Rayat, or in transactions financed by Rayat, in exchange for debt or equity obligations.  Sidhu
served on the Board of Directors of RenovaCare’s predecessor entity from September 2008
through 2010.  During the Predictions Campaign, Sidhu transacted in RenovaCare shares in
furtherance of the scheme.
28. Fleming (a/k/a Sharon Hebgin), age 60, is a California resident and served as a
third-party investor relations consultant to RenovaCare through her wholly owned consulting
firm Inspiren LLC (“Inspiren”).  During the Predictions Campaign, Fleming transacted in
RenovaCare shares in furtherance of the scheme.
RELIEF DEFENDANTS
29. Treadstone Financial Group Ltd., f/k/a 1422688 Alberta Ltd. (“Treadstone
Ltd.”) is a Canadian entity nominally owned and controlled by Sidhu’s brother, but actually
owned and controlled by Sidhu, through which he owned shares of RenovaCare common stock.
During the fraudulent scheme, Sidhu sold certain of these RenovaCare shares and then wired the
proceeds from an account in the United States to an account in Canada, generating ill-gotten

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gains as to which Treadstone Ltd. has no legitimate claim.
30. Treadstone Financial Group LLC (“Treadstone LLC”), a subsidiary of
Treadstone Ltd., is a Delaware corporation nominally controlled by Sidhu’s brother, but in fact
owned and controlled by Sidhu, through which he owned shares of RenovaCare common stock.
During the fraudulent scheme, Sidhu transferred certain RenovaCare shares from Treadstone
Ltd. to an account in the United States in Treadstone LLC’s name, sold the shares, and then
wired the proceeds to Treadstone Ltd.’s account in Canada, generating ill-gotten gains as to
which Treadstone LLC has no legitimate claim.
31. Blackbriar Asset Management Ltd., f/k/a Fargo West Investments Ltd.,
(“Blackbriar Ltd.”) is a Canadian entity owned and controlled by Sidhu, through which he owned
shares of RenovaCare common stock.  During the fraudulent scheme, Sidhu sold certain of these
RenovaCare shares through U.S.-based exchanges, generating ill-gotten gains as to which
Blackbriar Ltd. has no legitimate claim.
32. 1420527 Alberta Ltd. (“Alberta Ltd.”) is a Canadian entity owned and controlled
by Bhogal, through which he owned shares of RenovaCare common stock.  During the
fraudulent scheme, Bhogal sold certain of these RenovaCare shares in an account in Alberta
Ltd.’s name through U.S.-based exchanges, and then wired the proceeds through U.S.-based
financial institutions to its account in Canada, generating ill-gotten gains as to which Alberta Ltd.
has no legitimate claim.
OTHER RELEVANT I
NDIVIDUALS AND ENTITIES
33. StreetAuthority was an online financial publishing company based in Austin,
Texas, that sold subscriptions to investment research bulletins and newsletters.  During the
Relevant Period, it was owned and operated by a long-time friend of Rayat (the “StreetAuthority

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Owner”).
34. Company A is a company that purports to be developing windows that generate
electricity from solar energy.  During the Relevant Period, Rayat was a controlling shareholder
of Company A, and Bhogal and Sidhu were also substantial shareholders.  Bhogal served as a
consultant to Company A from February 1, 2014, through his company Vector Asset
Management LLC, and became a Director on August 1, 2017.  Sidhu was an employee of
Company A before 2010.  Fleming was an investor relations consultant to Company A during the
Predictions Campaign.  Company A was featured in the Predictions Campaign with RenovaCare
based on Rayat’s agreement, and similarly paid StreetAuthority through the same third-party
investor relations consultants, including Fleming.
35. Investor Relations Consultant 1 (“IRC 1”), a long-time business associate of
Rayat, Fleming, and Bhogal, was a third-party provider of investor relations services to Rayat
and RenovaCare beginning no later than 2014.  He was replaced by Fleming to work on the
Predictions Campaign around the time it began.
36. Investor Relations Consultant 2 (“IRC 2”), a long-time friend and business
associate of both Rayat and Bhogal, was a third-party provider of investor relations services to
Rayat and RenovaCare beginning no later than December 2017, when he was selected by Rayat
and Bhogal to replace Fleming on the Predictions Campaign.
37. 1420527 Alberta LLC (“Alberta LLC”), a subsidiary of Alberta Ltd., was a
Delaware corporation owned and controlled by Bhogal.  During the fraudulent scheme, Bhogal
transferred RenovaCare shares between Alberta Ltd. and Alberta LLC and sold shares in an
account owned by Alberta Ltd.
38. Boston Financial Group Ltd. (“Boston Financial”) is a Canadian entity owned

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and controlled by Bhogal and his wife that received restricted shares of RenovaCare common
stock from Rayat in exchange for preferred shares in Boston Financial.
39. Vector Asset Management Ltd. (“Vector”) is a Canadian company owned and
controlled by Bhogal, through which Bhogal worked as a consultant to RenovaCare from August
1, 2013, until June 2018.
40. Wolverhampton Holdings LLC (“Wolverhampton”) is a Delaware company
owned and controlled by Bhogal that purchased shares of RenovaCare common stock in June
2013 from a friend of Rayat with the proceeds of a loan from Rayat.
41. Blackbriar Asset Management LLC (“Blackbriar LLC”) a Delaware
corporation owned and controlled by Sidhu, was used to open accounts in the United States and
receive RenovaCare shares from Blackbriar Ltd.
42. Collingwood Holdings, LLC (“Collingwood”) is a Delaware company owned
and controlled by Sidhu that purchased shares of RenovaCare common stock in June 2013 from
a friend of Rayat with the proceeds of a loan from Rayat.  During the fraudulent scheme, Sidhu
transferred certain of Collingwood’s RenovaCare shares into one or more accounts in his own
name and sold shares.
43. Kalen Capital Corporation (“Kalen Corp.”) is a Canadian company owned and
controlled by Rayat and headquartered in Vancouver, British Columbia, through which he owns
and controls a substantial portion of his holdings of RenovaCare and other penny stocks, as well
as financial interests with Sidhu, Bhogal, and Fleming and entities they owned and controlled.
Certain of the acts or transactions described here were undertaken by Rayat on behalf of Kalen
Corp., including one or more attempts to open brokerage accounts to sell RenovaCare shares.
44. Kalen Capital Holdings LLC (“Kalen LLC”), a subsidiary of Kalen Corp., is a

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U.S.-based company owned and controlled by Rayat.  Certain of the acts or transactions
described here were undertaken by Rayat on behalf of Kalen LLC, including one or more
attempts to open brokerage accounts to sell RenovaCare shares.
FACTS
I. Step One Of The Scheme (Setting the Table):  Defendants Accumulated
RenovaCare Stock To Sell During The Scheme

45. Rayat has been the majority and controlling shareholder of RenovaCare, Inc.
since at least 1999.  By no later than 2007, Rayat began distributing RenovaCare shares to his
friends and business associates to ensure that he profited from promoting the Company even if
he was unable to sell RenovaCare shares himself.
A. Between 2007 And 2013, Rayat Sold Millions of RenovaCare Shares To
Sidhu And Bhogal, But Retained A Financial Interest

46. Between 2007 and 2013, Rayat sold millions of RenovaCare shares to entities
owned and controlled by Sidhu and Bhogal, or financed their purchase of shares from other
business associates.  These transactions allowed Bhogal and Sidhu to acquire millions of shares
of RenovaCare stock for little or no money, and in exchange, Rayat received debt or equity
interests that permitted him to maintain a financial interest in any later sale of these shares:

Date Entity Beneficial
Owner
RCAR
Shares
Purchased
Rayat Role Rayat
Financial
Interest

Dec. 31, 2007 Blackbriar
Ltd.

(Relief
Defendant)
Jeet Sidhu 1,250,000 Sold Shares Preferred
Shares of
Blackbriar Ltd.
redeemable for
$1,062,500

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Dec. 31, 2007 Boston
Financial
Group Ltd.
Jatinder
Bhogal
2,500,000 Sold Shares Preferred
Shares of
Boston
Financial Group
redeemable for
$2,215,000

Sept. 8, 2008 Alberta Ltd.

(Relief
Defendant)
Jatinder
Bhogal
3,000,000
1
 Sold Shares Preferred
Shares of
Alberta Ltd.
redeemable for
$8,351,000

Sept. 8, 2008 Treadstone
Ltd.

(Relief
Defendant)
Jeet Sidhu 1,250,000
2
 Sold Shares Preferred
Shares of
Treadstone Ltd.
redeemable for
$3,741,500

June 1, 2013 Wolverhamp
ton Holdings
LLC
Jatinder
Bhogal
822,000 Financed
Purchase from
third party
$425,000 loan
at 4.7% annual
interest

June 1, 2013 Collingwood
Holdings
LLC
Jeet Sidhu 1,962,000 Financed
purchase from
third party
$1,200,000 loan
at 4.7% annual
interest

47. Defendants also obtained shares in private transactions with the Company.  In
2008, for example, Fleming acquired 300,000 RenovaCare shares in a private placement.  By
October 2017, she still owned 153,630 shares of RenovaCare.
48.   Rayat also loaned substantial sums to Bhogal and Fleming.  In March 2013, for
example, Rayat loaned $548,000 to Vector, the company through which Bhogal managed
RenovaCare’s investor relations operation.  In 2013, Rayat loaned Fleming $500,000 to allow

1
 Alberta Ltd. also received 2.8 million shares of Company A and shares in three other
companies in this transaction.

2
 Treadstone Ltd. also received 1.25 million restricted shares of Company A and shares of three
other companies in this transaction.

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her to purchase an interest in a stock promotion company.
B. In Anticipation Of The Predictions Campaign, Rayat And Sidhu
Orchestrated Additional Below-Market Sales Of RenovaCare Stock

49. In advance of the Predictions Campaign, Defendants engaged in several
transactions that provided them with additional stock at below-market prices.  On June 28, 2017,
for example, Rayat exercised warrants that granted Kalen over 114,000 RenovaCare shares at
below-market prices.  In July 2017, Rayat purchased 410,000 RenovaCare shares, and he
solicited several friends to purchase another 50,250 shares.  Sidhu assisted Rayat and
RenovaCare in completing this private sale of RenovaCare shares, including by coordinating
documentation of the transactions.
50. In October 2017, shortly before the Predictions Campaign began, Rayat directed
RenovaCare to engage in another private sale of shares to Rayat’s friends and associates at
below-market prices.  After another friend decided not to invest, Sidhu stepped in and purchased
those shares, despite already owning millions of RenovaCare shares at a significantly lower cost
basis.  Sidhu’s participation allowed RenovaCare to publicly announce that the offering was fully
subscribed, and he substantially assisted Rayat and RenovaCare in executing the transaction.
Among other things, Sidhu worked with Rayat to solicit one of Rayat’s friends to invest over $2
million (“Friend A”), and assisted her in completing the transaction.  Sidhu later assisted Friend
A in registering her shares for resale while the Predictions Campaign was ongoing.  Later, Friend
A purchased and sold RenovaCare stock on the open market during the promotional campaign.
51. The proceeds of the July and October 2017 financings – funding exclusively
provided by Rayat and his friends and associates – were the primary source of funds RenovaCare
used to pay StreetAuthority for the promotional campaign.

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C. Sidhu Worked With The Other Defendants To Open Brokerage Accounts
With Free-Trading RenovaCare Shares

52. Beginning no later than 2013, Bhogal, Rayat, Fleming, and Sidhu closely
coordinated their brokerage accounts.  Bhogal and Sidhu had accounts with the same U.S.
broker-dealer (“Broker-Dealer A”) that held shares of RenovaCare and other penny stocks that
they both obtained through transactions involving Rayat, and Fleming also opened an account
with Broker-Dealer A pursuant to Rayat’s recommendation.  Sidhu, who had online access to
Bhogal’s and Rayat’s accounts, regularly managed their brokerage accounts.
53. Sidhu would frequently review Bhogal’s and Rayat’s accounts, including their
RenovaCare holdings, when he logged into his own accounts.  For example, on January 23,
2017, Sidhu logged in and viewed all three accounts.
54. In early 2017, Broker-Dealer A closed a number of Sidhu’s and Bhogal’s
accounts.  Sidhu coordinated the transfer of shares between entities to prepare the shares for sale
at another brokerage.  On February 10, 2017, he sent instructions to RenovaCare’s transfer agent
to move the shares between the various entities he and Bhogal controlled as follows:  (i)
Collingwood shares to Sidhu; (ii) Alberta LLC’s shares to Alberta Ltd.; (iii) Wolverhampton
shares to Boston Financial; and (iv) Blackbriar Ltd. received shares from Blackbriar LLC.
55. By April 2017, Sidhu and Bhogal were working together to deposit RenovaCare
shares with another U.S. broker-dealer (“Broker-Dealer B”).  Sidhu deposited shares from
Collingwood into a new account in his name with Broker-Dealer B.  With Sidhu’s assistance,
Bhogal opened an account in Alberta Ltd.’s name and deposited shares.
56. As of April 2017, the RenovaCare shares in both Sidhu’s and Bhogal’s Broker-
Dealer B accounts were restricted from sale pursuant to the Federal securities laws.
57. By May 2017, in coordination with RenovaCare’s outside counsel and a member

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of the Company’s board of directors (“RenovaCare’s Director”), Bhogal and Sidhu asked
RenovaCare to register their shares so that they could be sold.
58. On June 6, 2017, RenovaCare amended a Form S-1 Registration Statement
already pending with the Commission to add Sidhu’s and Bhogal’s shares to the list of shares
that the company sought to register for resale.  The prior version of the S-1 had sought to register
approximately 2 million RenovaCare shares owned by Rayat and other friends and associates.
59. As of June 2017, Bhogal owned 5.5 million RenovaCare shares, Sidhu owned
over 3.3 million RenovaCare shares, and Fleming owned over 100,000 RenovaCare shares.
60. On July 5, 2017, the Commission declared RenovaCare’s June 6, 2017 S-1
effective, which removed any restrictions on the ability of Rayat, Bhogal, Sidhu, and other
friends and associates of Rayat to sell their shares.
61. Shortly thereafter, Sidhu contacted Broker-Dealer B to remove the restricted
legend from his and Bhogal’s RenovaCare shares.  On July 17, 2017, Sidhu informed Bhogal
that both accounts were cleared to sell their RenovaCare stock.  They would wait to sell,
however, until shortly after the Predictions Campaign commenced.
D. With Sidhu’s Help, Rayat Sought to Open Accounts With Five Different
Brokers To Sell RenovaCare and Company A Shares

62. In anticipation of the Predictions Campaign, Rayat repeatedly tried to open
brokerage accounts that would allow him to sell his RenovaCare shares.  Although his efforts
were ultimately unsuccessful, they demonstrate Rayat’s intention to sell RenovaCare stock
during the planned promotional campaign.  While these efforts were ongoing, he repeatedly
asked Sidhu to track his holdings and assist him in preparing information needed to open the
accounts.
63. Rayat also coordinated accounts openings with Bhogal and Sidhu.  On June 6,

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2017, Rayat received account opening forms from a foreign financial institution.  After Rayat
forwarded the email to Sidhu, Sidhu replied, “Which entity am I filling this out for?”  Rayat
responded, “[Kalen Capital] for me . . . and whatever company [Bhogal] has his shares in.”
64. In addition, between August 2017 and November 2017, Rayat had on-going
discussions with at least four different brokerage firms concerning opening accounts.  For
example, on or around September 1, 2017, while he was in Austin, Texas, visiting
StreetAuthority to discuss the Predictions Campaign, he discussed opening an account with one
of these firms.  He had previously informed this firm he intended to sell 500,000 RenovaCare
shares.
65. Similarly, on October 19, 2017 – days before the Predictions Campaign began –
Rayat told another brokerage firm that he intended to sell 2.5 million to 5 million RenovaCare
shares over the next two years.
66. By November 2017, however, all four brokerages had either declined to open an
account or closed the account before Rayat could sell his stock.  Thus, Rayat was unable to sell
his RenovaCare stock during the Predictions Campaign.
67. Nonetheless, Rayat’s beneficial interest in entities owned by Bhogal and Sidhu,
including several that sold RenovaCare shares during the StreetAuthority promotional campaign,
allowed Rayat to profit from the scheme.
II. Step Two (Scalping):
  Rayat Solicited StreetAuthority To Promote RenovaCare
While Defendants Intended To Sell And Sold

68. The second part of Defendants’ scheme was to aggressively promote RenovaCare
while intending to sell and selling RenovaCare shares, a fraudulent practice referred to as
“scalping.”  By 2015, Rayat and Bhogal had developed a robust “investor relations” operation
within RenovaCare that included a company website and a steady stream of press releases

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touting the company’s prospects, despite the Company’s lack of revenue or any commercially
available product.  Rayat and Bhogal also hired and worked with a series of third party investor
relations consultants, including Fleming, IRC 1, and IRC 2, through whom they orchestrated,
funded, and directed paid promotional campaigns through third-party promoters such as
StreetAuthority.
A. Bhogal, Rayat, And Sidhu Developed An Aggressive Investor Relations
Program That Provided The Basis For The Predictions Campaign

69. As of 2013, RenovaCare was known as Janus Resources Inc. and purported to be
in the business of oil-and-gas production.  By the middle of 2013, Bhogal and Rayat decided to
radically alter RenovaCare’s business plan by purchasing the technology related to the SkinGun.
70. Bhogal received a “finder’s fee” for this transaction, after which he shifted his
attention to building and managing RenovaCare’s investor relations and press relations
operations, working as a RenovaCare consultant through Vector, his consulting company.  He
had regular contact with Rayat, IRC 1, Fleming, and RenovaCare’s CEO, attended RenovaCare
Board meetings, worked closely with IRC 1 and others to develop RenovaCare’s website, and
directed the timing and content of RenovaCare’s press releases.
71. Fleming was actively involved in promoting RenovaCare beginning no later than
2014, working initially through an investor relations company called Gold Key Media, and later
through her own company, Inspiren, the publisher of “The Cheap Investor,” an investor-focused
newsletter she purchased in a transaction that Rayat financed.  On May 11, 2015, for example,
Fleming copied Rayat and IRC 1 on an email in which she referred to RenovaCare as “the new
sponsor” of The Cheap Investor in response to a question regarding approval of an “RCAR
promo piece” in the newsletter.
72. The Cheap Investor disseminated paid promotions of RenovaCare from at least

20

October 2015 to July 2016.  During that period, Sidhu, Bhogal, and Fleming collectively sold
over 600,000 RenovaCare shares.
73. By October 2015, Rayat had worked with Sidhu, Bhogal, Fleming, and others to
develop RenovaCare’s “investor relations” strategy that would temporarily increase the price and
trading volume of RenovaCare shares as they sold shares.
74. For example, on or around October 9, 2015, Sidhu discussed the process with
RenovaCare’s CEO, and later forwarded wire instructions to him to be used to pay IRC 1 for his
investor relations services.
75. As RenovaCare’s CEO explained in an October 9, 2015 email after he discussed
with Rayat:
[J]ust talked to Harmel.  We will enter an agreement as of Sep 1 with [IRC 1] for the
entire branding, website, etc. activities.  He will be on a retainer of $10,000 per month . . .

In addition we will enter an agreement for investor relation activities[.]  [T]hese payments
we will wire after we have the agreement. This will be done by third party companies
(e.g. thecheapinvestor.com) but will run also through [IRC 1’s] company.  That will be
$60,000 monthly for about 4 months.

76. The RenovaCare CEO’s mention of “thecheapinvestor.com” refers to Fleming’s
investor-focused newsletter, and his explanation illustrates Defendants’ business model –
funding a short-term promotional campaign through a third-party “investor relations consultant”
(at the time, IRC 1) who worked with a third-party stock promoter (at the time, Fleming – an
approach that mirrored Defendants’ scheme two years later involving StreetAuthority.
77. Bhogal was directly involved in directing the timing and content of RenovaCare
press releases, ensuring that they coincided with third-party promotional activity.  Bhogal served
as RenovaCare’s primary interface with IRC 1, and he organized weekly conference calls via
Skype with RenovaCare’s CEO and IRC 1 to discuss RenovaCare’s investor relations program,

21

including building content for RenovaCare’s website and to map out RenovaCare’s press
releases over the ensuing months.
78. In December 2016, for example, Bhogal had numerous contacts with IRC 1,
RenovaCare’s CEO, and other consultants to plan the content and timing of RenovaCare’s press
releases and other investor relations activities for the following year.
79. Defendants’ investor relations strategy set the groundwork for Rayat to enlist a
new third-party stock promoter in 2017 – StreetAuthority.
B. In July 2017, Rayat Approached StreetAuthority To Promote RenovaCare

80. On or about July 26, 2017, Rayat contacted the StreetAuthority Owner, who was a
longtime friend.  StreetAuthority was an online financial publisher of investment newsletters
with a dedicated subscriber base.  That day, Rayat asked if StreetAuthority would be willing to
promote RenovaCare and Company A.  Following the call, Rayat emailed the StreetAuthority
Owner marketing materials related to RenovaCare and Company A.
81. On July 28, 2017, the StreetAuthority Owner suggested to Rayat that
StreetAuthority feature RenovaCare and Company A in its annual “Predictions Report.”  The
StreetAuthority Owner noted that this could “create awareness of both companies” and attract
investors, and he stated that StreetAuthority was interested in “partnering up” with Rayat to
advertise on various online media platforms.  Rayat agreed it was a “great idea.”  The
StreetAuthority Owner proposed that RenovaCare and Company A each pay StreetAuthority
$50,000 per month to fund the planned promotional campaign, and Rayat agreed.
82. On August 1, 2017, in an email to StreetAuthority employees after Rayat’s call
with StreetAuthority representatives, a colleague at StreetAuthority wrote the StreetAuthority
Owner:

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I want to pursue a marketing partnership with Harmel/[IRC 1] for
this promotion. We will disseminate this promotion to all our lists,
but for it to have the kind of impact we all want, we're going to
need to rent outside lists and promote it on
Google/YahooFinance/etc.
83. In reply, the StreetAuthority Owner agreed, and noted that “Harmel initially
called me about advertising and promoting his companies.”
84. Between July 28 and August 31, 2017, Rayat discussed the details of the
promotional campaign with StreetAuthority representatives on several occasions, including an
in-person meeting at StreetAuthority’s headquarters in Austin, Texas, in late August 2017.
85. Each year, StreetAuthority built a promotional campaign around an annual
“Predictions Report” for the next calendar year.  After Rayat approached StreetAuthority and
offered to fund the promotional campaign, RenovaCare and Company A became
StreetAuthority’s lead “predictions.”
86. On September 4, 2017, shortly after Rayat’s trip to Austin, the StreetAuthority
Owner emailed Rayat to confirm that “StreetAuthority will be featuring both [RenovaCare and
Company A] in its annual ‘Predictions’ report and promotions for Game-Changing Stocks,” one of
StreetAuthority’s investor-focused newsletters.  He also asked if Rayat was “interested in
exploring and participating in this marketing program”—referred to within Street Authority as
the “Predictions Campaign”—which could include “developing native ads that can run within
Google, Yahoo Gemini, Taboola, Dianomi, Outbrain and other Content Display Networks.”
These advertising platforms later became the subject of focused discussions with Rayat.
87. Later that day, Rayat responded:
[N]othing would make me happier than working with
[StreetAuthority] in spreading the word to investors and
dramatically improving [RenovaCare’s and Company A’s]
awareness in the investment community [].

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So, and as it relates to 1) being featured in the annual ‘Predictions’
report, 2) participating in marketing programs, 3) developing
research reports and 4) being featured in Game-Changing Stocks and
StreetAuthority Daily, please know that I am very interested in
exploring how we can work together.

88. After expressing his interest in participating in all of the key elements of what
would regularly refer to as the Predictions Campaign, Rayat suggested they speak the next day.
C. Rayat Worked Closely With StreetAuthority To Create, Distribute, and
Disseminate The Predictions Campaign

89. Between July and October 2017, Rayat worked closely with StreetAuthority
representatives to create promotional materials to be used in the Predictions Campaign.  Rayat
provided StreetAuthority with extensive information on RenovaCare and the purported efficacy
of the “SkinGun,” the Company’s experimental medical device.
90. RenovaCare’s website and press releases, all of which were developed under
Bhogal’s supervision, were the primary source of promotional content for the StreetAuthority
promotion.
91. By at least September 2017, StreetAuthority began drafting materials for its paid
promotion of RenovaCare.  All or most of the information used in promotional materials during
the campaign was provided to StreetAuthority by Rayat in emails, attachments, or links to
RenovaCare’s website or third-party websites.  Virtually all of this information came from
RenovaCare’s investor relations program, which was managed by Rayat and Bhogal through
IRC 1, who later worked with StreetAuthority.
92. StreetAuthority publicly launched the Predictions Campaign on or about October
24, 2017.  Rayat reviewed and commented on draft promotional materials, including the
Predictions Report that was the heart of the campaign, prior to their release.
93. After the Predictions Campaign launched in late October 2017, Rayat reviewed

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draft advertisements, received reports from StreetAuthority regarding the campaign’s
performance, and weighed in on advertising content and “placements.”  He also stopped and
started the advertising “spend” for the campaign based on external events, including the OTC
Markets inquiry described in detail below.
94. From October 2017 until at least January 2018, StreetAuthority actively
disseminated its RenovaCare promotional materials on the internet and to its subscriber base.
Throughout the campaign, Rayat continued to be closely involved in the drafting, distribution,
and dissemination of StreetAuthority’s promotional materials.
95. For example, on or around November 28, 2017, Rayat traveled to StreetAuthority
headquarters in Austin, Texas, to meet with the StreetAuthority Owner and his staff, including
the copy writer for the Predictions Campaign.  The next day, having had a chance to reflect on
their discussion and “examine the results of the last 30 plus days” that they provided, Rayat gave
StreetAuthority a series of explicit instructions:
1.   Focus on Gemini [an online advertising platform];
2.   Have separate single company ads and landers, so that one single
company is the focus of the report ... I think this will definitely
have more impact;
3.   A few days later, a special report goes out on the other company
so that we get another chance at the investor,
96. Rayat then suggested that if the copywriter “can get the copy tweaked right away,
we can start this new strategy sooner than later.”
97. Rayat explicitly linked his “suggestions” to future payments to StreetAuthority,
stating that “we have to show meaningful results to the CEOs [of RenovaCare and Company A],
who need to make another transfer shortly,”  referring to the next $50,000 monthly payments to
StreetAuthority from RenovaCare and Company A.

25

98. On or around December 4, 2017, a StreetAuthority employee sent Rayat a text
message attaching a draft version of the “separate single company ads and landers” he had requested
that related to the Predictions Campaign.
99. On or around December 5, 2017, Rayat had another telephone conference call
with StreetAuthority representatives.  After that call, the StreetAuthority employee informed
Rayat that “we’re ready to launch on ad networks whenever we’re given the green light.”   The next
day, Harmel Rayat responded and approved the decision to restart the advertising campaign:  “I say
we start up the machinery :).”
100. On numerous other occasions, including on or around December 20, 2017, Rayat
asked StreetAuthority employees to report on the performance of the Predictions Campaign, and
weighed in on how they should proceed.
D. Defendants Concealed Their Involvement In The Predictions Campaign
StreetAuthority Promotion By Paying StreetAuthority Through Third Party
Service Providers, Including Fleming

101. Before StreetAuthority launched its promotion, Rayat arranged to have both
RenovaCare and Company A pay StreetAuthority $50,000 per month through a series of third-
party service providers that he and Bhogal selected – initially IRC 1, followed by Fleming, and
followed finally by IRC 2.  Each of these third party service providers worked on the
StreetAuthority promotion at the direction of Rayat and Bhogal.  Although IRC 1 was replaced
before the StreetAuthority promotion began, Fleming and IRC 2 each invoiced RenovaCare and
Company A for StreetAuthority’s work promoting the companies.
102. Initially, Rayat arranged for RenovaCare to pay IRC 1 a $2,500 per month
retainer to prepare invoices and route payments between RenovaCare and StreetAuthority, but
Rayat remained StreetAuthority’s primary source of information regarding RenovaCare.

26

103. Shortly before the Predictions Campaign launched on October 24, 2017, Rayat
replaced IRC 1 with Fleming, under the same payment terms and with the same limited duties.
Rayat arranged for RenovaCare to pay Fleming a $2,500 per month retainer to prepare invoices
and route payments between RenovaCare and StreetAuthority.  This arrangement – which
Fleming characterized as a “personal favor” to Rayat – served to conceal RenovaCare’s and
Rayat’s involvement in and funding of the StreetAuthority promotion.
104. On October 18, 2017, pursuant to Rayat’s instructions, Fleming had an
introductory phone call with several representatives of StreetAuthority, after which they
provided wire instructions for her to funnel payments from RenovaCare and Company A.
E. Defendants Failed to Disclose Their Involvement In The Predictions
Campaign And Intent To Sell

105. Defendants knew, or were reckless in not knowing, that it was unlawful to
promote RenovaCare stock while they intended to sell RenovaCare stock without disclosing this
fact to investors.  For example, as a recidivist securities law violator, Rayat was well aware of
the rules surrounding stock promotion.  In 2000, Rayat settled a case with the Commission in
which he was charged with violating Section 17(b) of the Securities Act for failing to disclose
compensation received relating to a stock promotion.  See SEC v. EquityAlert.Com, Inc. and
Harmel S. Rayat, No. cv-00-146 (D. Ariz. Aug. 24, 2000).  Nonetheless, Defendants schemed to
defraud investors by orchestrating and financing a promotion through StreetAuthority without
disclosing their intent to sell, and later, their orchestrated sales of RenovaCare stock.
106. Defendants could have accurately disclosed their involvement in the Predictions
Campaign, and their intent to sell.  In an email on October 3, 2017, the StreetAuthority Owner
asked Rayat to provide “disclaimer” language for StreetAuthority to use in the Predictions
Campaign.  Rayat contacted RenovaCare’s Director, who provided draft disclaimer language that

27

had been used in earlier third-party promotions of RenovaCare by The Cheap Investor,
Fleming’s newsletter.  Rayat provided this disclaimer to the StreetAuthority Owner, who worked
with a lawyer referred by RenovaCare’s outside counsel to review it.
107. In its final form, the disclaimer disclosed that StreetAuthority was compensated,
and disclosed the ownership of RenovaCare shares by certain individuals involved in the
Predictions Campaign, but it did not clearly explain that Rayat and RenovaCare were funding the
Predictions Campaign, or that they were directly involved in creating and distributing
promotional materials related to the campaign.  The language of the disclaimer that appeared in
the promotional materials was very similar to the draft that Rayat gave the StreetAuthority
Owner, but substituted Fleming and Inspiren for IRC 1 and substituted StreetAuthority for The
Cheap Investor.
108. Rather than clearly disclosing that Rayat and RenovaCare were funding the
Predictions Campaign, the disclaimer stated that StreetAuthority did “not receive any direct cash
payments in connection with the production of paid advertisements” for RenovaCare, which
gave investors the impression that it was an objective recommendation of RenovaCare, when, in
fact, it was orchestrated and funded by Rayat and RenovaCare.
109. Furthermore, this disclaimer failed to disclose a number of material facts relating
to the Defendants’ involvement in the promotion and intent to sell during it, including that: (1)
RenovaCare was featured in the Predictions Report based on a verbal agreement between Rayat
and StreetAuthority that RenovaCare would fund the Predictions Campaign; (2) Rayat, Bhogal,
and Sidhu directly and indirectly owned and controlled millions of RenovaCare shares; (3)
Rayat, Bhogal, Fleming, and Sidhu intended to sell their RenovaCare shares during the
promotion; (4) Bhogal and Sidhu were actively selling RenovaCare shares as of November 8,

28

2018, while the promotion was on-going; (5) Fleming began actively selling RenovaCare shares
as of January 3, 2018, when she transitioned her work with StreetAuthority on RenovaCare’s
behalf to IRC 2; and (6) Rayat held financial interests in entities through which Bhogal and
Sidhu sold stock.
110. Some of StreetAuthority’s promotional materials, including the Predictions
Report, contained this disclaimer while others, including periodic promotional emails and
advertisements related to the campaign, included more limited language or no disclaimer at all.
111. Defendants controlled the content of the disclaimer, which never disclosed
Defendants’ involvement in the campaign or Defendants’ intent to sell RenovaCare shares while
the company was being promoted.  Rayat and Fleming had the authority to direct StreetAuthority
to amend its disclaimer, given their direct involvement in the Predictions Campaign and the fact
they were funding the campaign through RenovaCare.
112. StreetAuthority acknowledged Defendants’ influence.  For example, on January 3,
2018, the StreetAuthority Owner sent an internal email concerning issues relating to its spending
on the campaign, and stated, “It is very important that we spend the budget equally --
$50,000/month for each RCAR and $50,000/month for [Company A].  I think this is important to
ensure that RCAR does not withdraw from the marketing program.”  Similarly, StreetAuthority’s
publisher testified that Rayat had influence over the Predictions Campaign because he
“controlled the purse strings at the end of the day.”
113. By late December 2017, Rayat and Bhogal directed RenovaCare’s transition from
Fleming to IRC 2, and Bhogal instructed IRC 2 regarding how to manage the StreetAuthority
promotion on RenovaCare’s behalf.  On December 20, 2017, for example, Bhogal was copied on
an email from IRC 2 to RenovaCare’s CEO forwarding a “Market Services Agreement” and an

29

initial invoice to RenovaCare “[f]urther to my conversations with Jay.”  Thereafter, Bhogal was
in regular communication with IRC 2 as the Predictions Campaign continued into January and
February 2018.
114. Among other things, Fleming provided IRC 2 with the disclaimer she used while
working with StreetAuthority, and then Rayat and Bhogal provided IRC 2 with guidance on
updating the disclaimer for the StreetAuthority promotional campaign, and directed him to
update and share it with StreetAuthority to be used in the promotional campaign.  The updated
disclaimer was almost identical, except it replaced references to Fleming with IRC 2, and
clarified that “out of pocket expenses” paid by RenovaCare included funding for the Promotions
Campaign.
115.  After talking to Bhogal and Rayat, on December 29, 2017, IRC 2 sent the
StreetAuthority Owner “the attached disclaimer for updating your records pertaining to”
RenovaCare and Company A, which StreetAuthority then followed the instructions and updated
their promotional materials.
116. These communications, among others, demonstrate that Defendants controlled the
content of the disclaimer, which never clearly disclosed Defendants’ involvement in the
campaign or Defendants’ intent to sell RenovaCare shares during the promotion.
F. StreetAuthority’s Promotional Materials Included Materially False
Statements

117. The Predictions Campaign touted RenovaCare, notwithstanding the fact that the
Company had no revenue and no commercially available product.  For example, the promotional
materials claimed that the SkinGun was a “revolutionary wound-healing device,” and
encouraged readers to buy RenovaCare stock and hold it for “10, 20x, even 40x gains.”
118. StreetAuthority’s promotional materials also highlighted a case study of one

30

patient (“Patient A”), claiming that the SkinGun healed his burns “without scarring—in just three
days” and showing purported “before” and “after” pictures:

119. These pictures and statements were false:  (1) the SkinGun did not heal Patient
A’s wounds in three days.  Instead, his skin remained discolored for at least a year after
treatment; (2) the “before” photo was not Patient A’s arm, instead depicting a patient with more
severe burns; and (3) the “after” picture was taken several years after his injury, not three days
later.
120. Rayat was the source of these false claims and pictures.  On July 26, 2017, he sent
an email to StreetAuthority that contained the false “before” and “after” pictures, and on
September 21, 2017, he emailed StreetAuthority additional marketing materials that contained
the false claim that the SkinGun treatment had healed Patient A’s arm in three days.
121. Rayat knew, or was reckless in not knowing, the truth.  On or about July 23, 2014,
RenovaCare employees had discussed the actual results of Patient A’s treatment with Rayat, and
sent him an accurate summary of Patient A’s treatment.  The summary explained that Patient A’s
arm took months to heal, and included accurate pictures illustrating Patient A’s course of
treatment.  The summary did not include the misleading pictures Rayat later sent to
StreetAuthority.
122. StreetAuthority’s promotional materials also claimed that the SkinGun “could
soon be approved by the FDA . . . . RenovaCare has submitted a 510(k) filing to the FDA, which

31

permits the marketing of a medical device.  Now it’s just a matter of waiting on the FDA ... so
this device can be rolled out at every burn unit in the country.”  In fact, RenovaCare had applied
to the FDA only for approval to use the SkinGun in clinical studies, not to make the SkinGun
available to treat patients in clinic or hospital settings, and had withdrawn the 510(k) application
more than a year earlier.
123. Rayat knew, or was reckless in not knowing, the truth.  On April 14, 2017, Rayat
discussed RenovaCare’s regulatory strategy in an email with an acquaintance, and acknowledged
that RenovaCare did not have a pending 510(k) application.
124. Rayat knew, or was reckless in not knowing, that the StreetAuthority promotions
containing these false statements and fake “before” and “after” pictures would be disseminated
to investors, because he reviewed StreetAuthority’s draft promotional materials prior to their
release to the investing public, but he did nothing to correct them.
125. On October 3, 2017, for example, the StreetAuthority Owner emailed Rayat a
draft Predictions Campaign promotion for StreetAuthority’s Game-Changing Stocks newsletter
that contained the false statements regarding FDA approval, the fake “before” and “after”
pictures and the false claim that Patient A’s “arm healed without scarring—in just three days.”
recovery.  After reviewing the draft, Rayat called the StreetAuthority Owner to suggest at least
one change, but he did not suggest that they correct the false statements or replace the pictures.
126. In an internal email dated October 10, 2017, the lead copy writer for the
Predictions campaign circulated a document entitled “HIO report with 2 picks—Editorial
Review, Harmel Changes” and wrote:

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Here is the report back, with Harmel’s changes input
...
fyi, the doc that [the StreetAuthority Owner] reviewed with Harmel was one of the
promos where nothing was identified, not this hybrid report where Harmel's stocks are
identified.
...
He should probably review this at some point.

127. Three versions of the draft promotion circulated internally at StreetAuthority on
October 10, 2017, all with filenames including “Harmel Changes,” one of which included a
comment that the copy writer had deleted language that “Har[m]el doesn’t want us to talk
about.”
G. Shortly After The Predictions Campaign Was Launched, Defendants Began
Selling RenovaCare Shares

128. The StreetAuthority promotion of RenovaCare went public on October 24, 2017.
At the time, RenovaCare stock was trading around $3 per share, and its daily trading volume was
about 10,000 shares per day.  By early November, the Predictions Campaign began to have its
intended effect.  On November 7, 2017, RenovaCare stock price rose to nearly $4 per share (up
about 30% from October 24), and trading volume was over 60,000 shares (up about 600 percent).
129. In early November 2017, while Fleming and Rayat worked with StreetAuthority
and RenovaCare on the promotional campaign, Sidhu and Bhogal began selling RenovaCare
shares in a highly coordinated manner.  Their trades tracked the Predictions Campaign, and
evidences their knowing participation in the scheme.
130. On November 8, 2017, Bhogal and Sidhu began selling RenovaCare shares.
Between November 8 and December 7, 2017, they sold more than 100,000 shares at historically
high prices.
131. In early December 2017, Rayat directed StreetAuthority to pause advertising
related to the Predictions Campaign while he considered how to maximize the effectiveness of

33

the campaign.  On December 8, 2017, Bhogal and Sidhu stopped trading.
132. On or about December 11, 2018, Rayat directed StreetAuthority to resume
advertising the Predictions Campaign.  Bhogal and Sidhu again waited for the campaign to
impact the market before both resumed selling RenovaCare stock.  Between December 18, 2017,
and January 3, 2018, Sidhu sold over 30,000 shares, and Bhogal sold over 131,000 shares.
133. On January 3, 2018, a day after Rayat and Bhogal replaced her with IRC 2 and
she stopped handling RenovaCare’s payments to StreetAuthority for the Predictions Campaign,
Fleming sold 7,000 shares of RenovaCare stock.  She did so despite having been directly
involved in the campaign, and with knowledge that the paid promotion she had helped organize
was ongoing.
134. During the Predictions Campaign, Sidhu, Bhogal, and Fleming ultimately sold
more than 1 million shares of RenovaCare stock through at least seven brokerage accounts.
135. By November 8, 2017, Bhogal knew, or was reckless in not knowing, about the
Predictions Campaign, including because:  (1) Bhogal’s transactions in RenovaCare stock
tracked the timing and progress of the StreetAuthority promotion; (2) on September 21, 2017,
Rayat forwarded to Bhogal an email between Rayat and StreetAuthority concerning the
campaign; (3) on October 6, 2017, Bhogal participated in a phone call with StreetAuthority
representatives and Rayat; (4) on October 31, 2017, Bhogal attended a RenovaCare Board
meeting, a presentation for which included an item stating that the company planned to spend
$300,000 on investor relations through March 2018, an amount consistent with Rayat’s
agreement that RenovaCare would pay Street Authority $50,000 per month to fund the
campaign; (5) on November 8, 2017, a friend sent Bhogal a StreetAuthority campaign email
promoting RenovaCare and Company A; and (6) in September 2017, Bhogal received two emails

34

concerning Rayat’s attempts to sell his shares.
136. By November 8, 2017, Sidhu knew, or was reckless in not knowing, about the
Predictions Campaign, including because: (1) Sidhu’s transactions in RenovaCare stock tracked
the timing and progress of the campaign; (2) he was in daily contact with Rayat while Rayat
worked on the campaign;  (3) in August 2017, Rayat asked Sidhu to send a package to a
StreetAuthority representative; (4) Sidhu planned two of Rayat’s trips to visit StreetAuthority in
Austin; (5) on November 2, 2017, Rayat sent Sidhu an email stating, “Jeet, I need to be in Austin
for at least one night during the week of November 27 . . . . Let’s discuss tomorrow;” (6) Sidhu
managed and tracked the RenovaCare shares held by Rayat and Bhogal, and assisted with the
company’s private sales of stock to Rayat, Sidhu, and other of Rayat’s friends in July and
October 2017.
III. Step Three (Misrepresentation, Omissions, and Related Fraudulent Conduct):  I
n
Response To OTC Markets’ Inquiry, RenovaCare And Rayat Issued A Materially
False Press Release Denying Any Involvement In The Predictions Campaign

A. On January 3, 2018, OTC Markets Required RenovaCare To Disclose The
Company’s Role In The StreetAuthority Promotion

137. On or around January 2, 2018, OTC Markets, which supervised the OTCQB Tier
in which RenovaCare stock was quoted, learned of StreetAuthority’s ongoing promotion of
RenovaCare.  OTC Markets has a strict disclosure policy regarding company promotions, and
companies that violate the policy may be removed from the OTCQB Tier and relegated to the
less desirable OTC Pink Open Market Tier, which can negatively impact a stock’s trading
volume and share price.
138. Consistent with this policy, around noon on January 3, 2018, OTC Markets sent
RenovaCare a letter requiring the Company make public disclosures relating to the
StreetAuthority promotion.  Attached to the letter was a January 2, 2018, Predictions Campaign

35

promotion for Game-Changing Stocks, a StreetAuthority newsletter.  The promotional “copy”
was based on information from RenovaCare’s investor relations program that had been provided
to StreetAuthority by Rayat, and the promotional language had been reviewed by Rayat prior to
publication.  In fact, the promotion, which included the false statements about FDA approval and
Patient A’s course of treatment, as well as the fake “before and after” pictures, was an updated
version of the promotion the StreetAuthority Owner emailed to Rayat for his review on October
3, 2017.
139. OTC Markets’ letter demanded that RenovaCare issue a press release concerning
its involvement in the January 2, 2018 StreetAuthority promotion, including:
a. “the date on which the Company became aware of the promotional activities;”
b. “[a] written summary of the Company’s understanding of the promotional
activities,” and “[i]f the company was involved in the dissemination or payment
of promotional material, ... direct language describing the company’s
involvement and a description of any engagements and/or agreements relating to
the promotional material;”
c. “whether the company has editorial control over the content in the promotional
materials;” and
d. “[w]hether, after inquiry of management, the directors and control persons, its
officers, directors, any controlling shareholders (defined as shareholders owning
10% or more of the company’s securities), or any third party service providers
have, directly or indirectly, been involved in any way (including payment of a
third-party) with the creation or distribution of promotional materials related to
the Company and its securities.”
B. On January 3, 2018, Rayat Instructed StreetAuthority To Pause The
Predictions Campaign, And Defendants Paused Their Selling

140. On January 3, 2018, a few hours after RenovaCare received OTC Markets’
inquiry, Rayat instructed StreetAuthority to pause the Predictions Campaign while he, Bhogal,
and RenovaCare considered how to respond to the inquiry.
141. As of January 3, 2018, Sidhu and Bhogal were actively selling RenovaCare

36

shares, and Fleming had just begun selling RenovaCare shares after her duties were transitioned
to IRC 2.  After RenovaCare received the inquiry from OTC Markets, Bhogal, Fleming and
Sidhu stopped trading, and did not sell any more shares for nearly a week.
C. On January 8, 2018 Rayat, Bhogal, And RenovaCare Made And Issued A
Materially False Press Release Denying Any Involvement In The
StreetAuthority Promotion

142. On January 3, 2018, Rayat held several conference calls with RenovaCare’s CEO,
RenovaCare’s Director, and Bhogal to discuss the response to OTC Markets.
143. By January 4, 2018, Rayat had assembled a team and was working on a draft
press release, with Bhogal’s assistance.  Bhogal had numerous discussions with IRC 2
concerning RenovaCare’s response, and provided information for IRC 2 to share with Rayat and
RenovaCare in the drafting of the release.  Rayat again had several conference calls with the
RenovaCare director, RenovaCare’s CEO, and Bhogal to discuss the draft press release.  Bhogal
also received several of the coordinating emails.
144. On January 5, 2018, the RenovaCare director emailed Rayat, RenovaCare’s CEO,
and Bhogal to request a follow-up conference call “to discuss/review and edit the revised draft”
of the press release.  Shortly thereafter, Rayat replied by email to suggest they talk on January 7,
2018, and noted that he would send his comments on the draft press release by the following day.
That day, Rayat also had several calls with the RenovaCare director to discuss the draft.
145. On January 7, 2018, Rayat, RenovaCare’s CEO, and the RenovaCare director
again discussed RenovaCare’s draft press release.  A draft press release dated shortly after the
call contained only minor differences from the draft the company would ultimately issue.
146. On January 8, 2018, at 12:57 p.m., Rayat emailed RenovaCare’s CEO a final
version of the draft press release, and instructed him to add the Company’s boilerplate “about us”

37

and “disclaimer” language to the draft.  A few minutes later, at 1:14 p.m., RenovaCare’s CEO
forwarded the draft press release to IRC 2, noting that it was the final draft of the press release.
As Rayat had instructed, RenovaCare’s CEO requested that the consultant add the “about us”
and “disclaimer” language and issue the press release at 3:45 p.m.
147. On January 8, 2018, at 3:45 p.m., RenovaCare publicly issued the press release
drafted by Rayat and RenovaCare and responding to OTC Markets’ inquiry via BusinessWire
(“January 8 Press Release”).  It was not signed by any individual.
148. Rayat instructed RenovaCare to issue the January 8 Press Release at 3:45 p.m.,
because he wanted to limit the potential impact of the Press Release by releasing it shortly before
the market closed at 4 p.m.  Bhogal assisted Rayat and RenovaCare in disseminating the January
8 Press Release, and he helped IRC 2 to correct an issue with this timing.
149. To further reduce the market impact of the January 8 Press Release, Rayat and
RenovaCare also issued RenovaCare’s year-end “Shareholder Update” at 9 a.m. on January 9,
2018.
150. On January 12, 2018, RenovaCare publicly filed a Form 8-K with the
Commission, signed by RenovaCare’s CEO, that attached a copy of the January 8 Press Release.
151. Based on his involvement in the Predictions Campaign on RenovaCare’s behalf,
Rayat possessed the knowledge required to accurately answer OTC Market’s inquiry regarding
the campaign, and as RenovaCare’s controlling shareholder he had ultimate control over the
content and dissemination of the press release to the public.  Rayat’s involvement in the drafting
process, including his January 8, 2018, email to RenovaCare’s CEO, and the CEO’s adherence to
his instructions, also demonstrates his authority and control over the content and public
dissemination of the statement.

38

D. The January 8 Press Release Contained Materially False Statements And
Omissions

152. The January 8 Press Release contained numerous material misrepresentations and
omissions concerning Rayat’s and RenovaCare’s involvement in the Predictions Campaign.
153. First, the January 8 Press Release stated that Rayat and RenovaCare had no
involvement in the StreetAuthority promotion:
“[T]he Company, its executive officers, directors or, its controlling shareholder,
or any third-party service providers have, directly or indirectly[] not been
involved in any way (including payment of a third-party) with the creation or
distribution of promotional materials, including the annual predictions report,
related to the Company and its securities.”  (emphasis in original).

154. This statement was materially false.  Rayat was RenovaCare’s controlling
shareholder, and he was directly involved in the creation of StreetAuthority’s promotional
materials, including the Predictions Report.  Among other things, he: (i) provided detailed
information about RenovaCare to StreetAuthority representatives, including the lead author of
the Predictions Report; (ii) reviewed and commented on draft promotions and advertisements
before and during the Predictions Campaign; and (iii) consulted with StreetAuthority throughout
the campaign concerning advertising and distribution of the Predictions Report and other
promotional materials related to RenovaCare.
155. In addition, Rayat, RenovaCare’s CEO, and the Company’s third-party investor
relations consultants, including Fleming, were all involved in the distribution of
StreetAuthority’s promotional material by funding the Predictions Campaign, and Rayat had
numerous discussions with StreetAuthority regarding how campaign promotional materials
should be distributed.
156. Second, the January 8 Press Release claimed that RenovaCare was “not affiliated
in any way with the authors of the annual predictions report or its publisher.”  Again, this was

39

materially false.  RenovaCare was affiliated with StreetAuthority as a paying customer.
157. Third, the January 8 Press Release claimed that RenovaCare “had no editorial
control over the content” of the promotion, including the Predictions Report.  This was
materially false.  Rayat, RenovaCare’s controlling shareholder and agent, reviewed, commented
on, and edited promotional materials, including the Predictions Report, before and during the
Predictions Campaign.  And Rayat and RenovaCare had the “power of the checkbook” – if either
was dissatisfied with the content of the Predictions Report or other promotional materials, or the
timing or content of advertising related to the Predictions Campaign, they could have refused to
fund the campaign at the outset or at any time during the campaign.
158. Fourth, the January 8 Press Release stated that RenovaCare “was not involved in
the creation, or directing the dissemination, of [StreetAuthority’s Predictions] report.”  This
statement was materially false.  Rayat, on behalf of RenovaCare, was involved in the creation of
the Predictions Report.  He provided detailed information to StreetAuthority to include in the
report, and he reviewed and commented on draft promotions and advertisements before and
during the Predictions Campaign.  Rayat was also involved in directing the dissemination of the
report, including weighing in on the timing, content, and placement of advertisements related to
the campaign, all of which were funded by RenovaCare.  For example, on January 3, 2018, a few
hours after RenovaCare received OTC Markets’ inquiry, Rayat instructed StreetAuthority to
pause the Predictions Campaign.
159. Fifth, the January 8 Press Release contained material omissions regarding Rayat
and RenovaCare’s awareness and involvement in the StreetAuthority promotion and the
Predictions Report.  OTC Markets required that RenovaCare disclose “the date on which it
became aware of the promotional activities.”  RenovaCare and Rayat failed to disclose that

40

Rayat became aware of the campaign when he approached StreetAuthority in July 2017, and that
the Company was aware of the Predictions Campaign no later than November 8, 2017, when the
Company’s CEO received an invoice from Fleming that included line items for “StreetAuthority
– Media Spend” and “StreetAuthority - $50,000 Monthly Fee.”
160. These misrepresentations and omissions were material.  Small companies like
RenovaCare with illiquid and low-priced shares are susceptible to schemes to fund misleading
promotions to increase a company’s stock price and trading volume to benefit corporate insiders
and controlling shareholders, which is exactly what the Defendants did here.
161. OTC Markets’ disclosure policy is premised on the fact that investors would want
to know the truth.  Failure to comply with the disclosure policy can result in a company’s
removal from the OTCQB Tier and a downgrade to the OTC Pink Open Market Tier, which
could have a substantial impact on a stock’s price and trading volume.
162. As explained in more detail below, this is exactly what happened here.  On
February 23, 2018, OTC Markets downgraded RenovaCare to its lower tier “pink sheets” trading
tier after it became aware of further promotional activity, and RenovaCare’s share price dropped
almost immediately, from $9 per share to $6.28 per share.
163. RenovaCare and Rayat knew, or were reckless in not knowing, that the January 8
Press Release was false when they made and issued it to the investing public.  Given his personal
participation in the StreetAuthority promotion, Rayat knew, or was reckless in not knowing, that
the January 8 Press Release contained material misstatements and omissions.  As RenovaCare’s
agent with respect to StreetAuthority, and as the Company’s controlling shareholder, Rayat’s
knowledge is imputed to RenovaCare.  And the Company’s CEO was aware that the company
was funding the Predictions Campaign.

41

164. Rayat caused RenovaCare to issue the misleading January 8, 2018 Press Release
in order to further conceal Defendants’ role in both the Predictions Campaign and the overall
fraudulent scheme to manipulate and scalp RenovaCare stock.
E. Rayat And Bhogal Aided And Abetted The False Statements In The January
8 Press Release

165. Rayat and Bhogal also aided and abetted RenovaCare’s materially false
statements and omissions.  They knowingly or recklessly substantially assisted RenovaCare by
participating in the drafting and dissemination of the fraudulent January 8 Press Release and
related Form 8-K.  Rayat and Bhogal knew, or were reckless in not knowing, that the January 8
Press Release contained material misstatements and omissions.  For example, Rayat knew that he
orchestrated and directed the StreetAuthority promotional campaign, and he knew that
RenovaCare was funding the campaign through a series of third-party service providers.
166. Bhogal knew, or was reckless in not knowing, Rayat’s and RenovaCare’s role in
the Predictions Campaign no later than September 21, 2017, when Rayat forwarded him an email
concerning the campaign.  Bhogal also participated in at least one telephone conference with
StreetAuthority before the start of the campaign, and by no later than December 28, 2017,
Bhogal was coordinating the transition from Fleming to IRC 2, and described the nature of the
relationship between StreetAuthority and RenovaCare to IRC 2.
IV. Step Four (Manipulative Trading And Related Conduct):
 After Issuing the January
8 Press Release, Defendants Restarted The Predictions Campaign And Resumed
Trading

167. A
fter issuing the false January 8 Press Release, Defendants restarted the
Predictions Campaign, resumed selling shares, and engaged in deceptive conduct to support
RenovaCare’s share price and trading volume.

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A. Defendants Restarted The StreetAuthority Promotion

168. While Rayat, RenovaCare’s CEO, and Bhogal were working on a response to the
OTC Markets inquiry, Rayat and Bhogal were working with IRC 2 prepare to restart the
Predictions Campaign.  On January 5, 2018, they initiated a review of StreetAuthority’s
promotional materials to allow StreetAuthority to support the claim that the promotional “copy”
was based on publicly available information.  During this process, IRC 2 and the Company
identified several misstatements, and corrected some of them.  While the review was ongoing,
and notwithstanding ongoing and extensive communications with StreetAuthority regarding the
promotional campaign, RenovaCare issued the January 8 Press Release disavowing any
affiliation with StreetAuthority or involvement in the campaign.
169. On January 22, 2018, Defendants, IRC 2, and StreetAuthority completed the
content review, and Rayat authorized StreetAuthority to resume the Predictions Campaign.
B. Defendants Resumed Their Coordinated Trading

170. After issuing the false and misleading January 8 Press Release, Defendants also
resumed trading RenovaCare stock.  On January 9, 2018, Fleming bought 370 shares, despite the
fact that RenovaCare stock was trading near a historic high, and the fact that she owned more
than 100,000 shares at a lower cost basis.  Her trading was intended to create an artificial
impression of demand for the stock to assist in maintaining share price and trading volume and
counteract any negative market reaction to the January 8 Press Release.
171. Between January 9 and January 22, 2018, Bhogal and Sidhu sold some shares, but
after January 22, 2018, Defendants’ trading pattern took off, again in a coordinated fashion.
Bhogal, Sidhu, and Fleming all started by selling small amounts until about a week after
StreetAuthority resumed the Predictions Campaign, when they began taking turns selling large

43

quantities of shares.
172. First, Bhogal ramped up his selling to over 50,000 shares per day on January 26.
On January 30, 2018, Bhogal sold 133,900 shares through Alberta Ltd.’s account, which left him
with only about 10,000 shares in that account.
173. Second, on January 31, 2018, Sidhu ramped up his activity, selling over 150,000
shares that day and at least 50,000 shares per day for the rest of that week.  Fleming also
continued to sell on most trading days in this time period, selling approximately 25,000 shares
between January 29 and February 2, 2018.
174. This coordinated pattern of trading continued until February 7, 2018, when
another threat to Defendants’ scheme emerged.
C. Rayat And Bhogal Caused RenovaCare To Issue Press Releases To
Counteract Negative Press And Complement The Predictions Campaign

175. On February 7, 2018, RenovaCare received an inquiry from an online financial
media company (“Media Company 1”).  Media Company 1 asked RenovaCare to answer several
questions that suggested Media Company 1’s view that RenovaCare was involved in a pump-
and-dump scheme.
176. IRC 2 discussed Media Company 1’s inquiry with Bhogal and Rayat, and they
decided to take action to counteract anticipated negative market reaction to the planned article.
Bhogal, Rayat, and others immediately prepared a draft RenovaCare press release attacking the
credibility of Media Company 1 and the negative article they anticipated.
177. The next morning, on February 8, 2018, Media Company 1 published an article
on RenovaCare that, among other things, called it “the most dangerous stock covered to date.”
In response, Rayat and Bhogal directed RenovaCare to issue a press release on February 12,
2018.  Rather than responding to the facts in Media Company 1’s article, this press release

44

attacked the credibility of its authors.
178. Defendants further attempted to counteract this negative news by doubling
StreetAuthority’s promotional budget for the Predictions Campaign.  On the morning of
February 8, 2018, IRC 2 emailed StreetAuthority, ordering the promoter to double the
advertising budget for the next two weeks “from its current spend of $12,500 to $25,000 per
week.”  Soon thereafter, Rayat contacted another StreetAuthority representative and reiterated
the request, noting that “It’s kinda important that it gets turned on sooner rather than later.”
StreetAuthority quickly implemented these instructions.
179. Rayat also consulted with StreetAuthority to strategize ways to respond to Media
Company 1’s negative coverage.  In response, on February 12, 2018, the StreetAuthority Owner
emailed Rayat and other StreetAuthority representatives and stated,
“What can we do?

I recommend, if [RenovaCare] will issue any PR release, that you
should not address this article at all.  The release should be about a
positive story about Renova[C]are.  If you have news on the FDA
or your submission to the FDA address that . . . .

My sense is that I do not think this negative story has received a
great deal of press/readership.  The stock is up .54% and trading
volume is pretty decent at mid-day.

Regarding additional marketing exposure, I spoke with [another
StreetAuthority representative] to crank up the spend. . . .

I think it is important to keep a steady spend to keep [the] volume
up and the stock price up.” (emphasis added)

180. Just as the StreetAuthority Owner suggested, RenovaCare issued a press release
on February 15, 2018, announcing a “successful FDA meeting,” despite the fact that the meeting
had occurred a year earlier.  Rayat and Bhogal were involved in the drafting and dissemination

45

of this press release, which was intended to complement the promotional campaign and
Defendants’ manipulative trading.
181. A week later, Defendants coordinated another RenovaCare press release with the
Predictions Campaign.  On February 21, 2018, Rayat and Bhogal drafted and disseminated
another RenovaCare press release announcing that RenovaCare “secures [a] patent victory.”  In
fact, this “victory” had occurred months earlier, in December 2017.  Shortly after this press
release was issued, Rayat forwarded a link to StreetAuthority Owner and another representative,
stating that the release was “fresh off the presses and still warm.”  The StreetAuthority Owner
replied, “Just read the story . . . Need to figure out how to leverage this news on other media.”
182. Furthermore, on February 23, 2022, working at Rayat’s and/or Bhogal’s direction,
IRC 2 emailed StreetAuthority to provide internet links “for the most recent news related to
[RenovaCare and Company A] to update your copy.” By “copy,” IRC 2 meant StreetAuthority’s
promotional materials.
D. Defendants Supported The Scheme Through Manipulative Trading

183. By February 8, 2018, Sidhu, Bhogal, and Fleming also took other steps to bolster
RenovaCare’s share price and trading volume.  First, they stopped selling shares, which could
depress the share price.  Second, they soon began aggressively buying RenovaCare stock at
historically high prices to artificially inflate the market.
184. On February 9, 2018, Sidhu bought 15,000 RenovaCare shares.  Despite owning
millions of shares at no cost basis, he bought additional shares at then-near historic high prices of
more than $7 per share.  This purchase had no economic justification other than to manipulate
the share price and trading volume by creating a false impression of investor interest in the stock.
185. On February 12, 2018, Media Company 1 issued another negative article

46

suggesting that RenovaCare was involved in a pump-and-dump scheme.
186. In response, that same day and continuing throughout that week, Sidhu purchased
more RenovaCare stock.  In all, between February 9, 2018, and February 16, 2018, Sidhu
purchased over 155,000 shares of RenovaCare stock at near historically high prices, often
placing purchase orders at or above the highest market prices at the time, which increased the
effect of his orders on the market.  Again, Sidhu had no economic justification for these
purchases other than to manipulate the share price and trading volume by creating a false
impression of investor interest in the stock for the purpose of inducing its purchase or sale by
others.
187. In coordination with Sidhu, between February 12 and 16, 2017, Fleming also
placed several purchase orders and ultimately purchased 3,200 shares of RenovaCare stock, with
no economic justification other than to manipulate the share price and trading volume by creating
a false impression of investor interest in the stock for the purpose of inducing its purchase or sale
by others.
188. Bhogal also engaged in manipulative trading during this period.  On February 20
and 21, 2018, Bhogal placed several buy orders for RenovaCare stock to further support
RenovaCare’s share price and trading volume.  Although these orders were never executed, they
created a false impression of demand for the stock at the order prices. At the time, RenovaCare
stock reached a new all-time high of over $10.50 per share, and Bhogal held millions of shares of
RenovaCare stock at a low or no cost basis.  These buy orders were intended to manipulate the
market for the purpose of inducing its purchase or sale by others.
189. From February 21 to 22, 2018, Fleming and Sidhu resumed selling shares as the
Predictions Campaign continued.

47

190. At the time, Sidhu, Bhogal, and Fleming knew, or were reckless in not knowing,
that they were engaged in manipulative trading of RenovaCare stock, based on the highly
coordinated nature of their trading with each other’s trades and with the ongoing promotional
activity, the nature and timing of their purchases, and the fact that they all owned substantial
shares at a low or no cost basis at a time they were buying more stock at historically high prices.
E. On February 9, 2018, RenovaCare Filed A New S-1 Seeking To Register
Millions Of Restricted Shares Owned By Defendants

191. In the midst of the pump-and-dump scheme, Defendants also sought to “reload”
on stock by registering additional restricted RenovaCare shares to be sold.  On February 9, 2018,
RenovaCare issued a new Form S-1 that sought to register for resale over 4.4 million shares held
by Rayat and his associates, including:  (i) 2.42 million shares held by Kalen Capital; (ii)
900,000 shares held by a friend of Rayat; (iii) 508,636 shares held by Bhogal through Alberta
Ltd.; and (iv) 355,000 shares held by Sidhu.  The shares RenovaCare sought to register included
shares purchased in the July and October 2017 offerings.  Sidhu assisted RenovaCare’s filing of
the February 9, 2018 S-1 by providing information on his, Rayat’s, and Bhogal’s share holdings.
F. In February 2018, the Scheme Collapsed

192. On February 23, 2018, after becoming aware of further promotional activity
related to RenovaCare, OTC Markets downgraded the Company’s stock to the OTC Pink Open
Market Tier, also known as the “pink sheets,” and placed a “Caveat Emptor” (“buyer beware”)
warning and skull and crossbones symbol on RenovaCare’s company profile.
193. After OTC Markets acted in response to the ongoing promotional activity,
RenovaCare’s share price plummeted, and Defendants abandoned their scheme.  Shortly
thereafter, Defendants directed StreetAuthority to halt the Predictions Campaign.

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V. The Scheme’s Final Result:  The Defendants Reaped Millions

194. The fraudulent scheme orchestrated by Defendants was ultimately successful,
allowing Defendants to sell millions of shares of RenovaCare stock at artificially inflated prices
and obtain millions of dollars of ill-gotten gains.
A. RenovaCare’s Share Price And Trading Volume Increased Dramatically
During The Predictions Campaign

195. As internet users clicked on tens of thousands of RenovaCare ads during the
StreetAuthority promotional campaign, RenovaCare’s share price and trading volume increased
dramatically.  For example, a single online platform, one of several that StreetAuthority used to
promote RenovaCare, generated over 20,000 clicks from internet users.  On October 23, 2017,
shortly before the Predictions Campaign began, RenovaCare stock price closed at $3.10 per
share.  By January 5, 2018, it had risen to $4.91 per share, an approximately 58 percent increase,
and on February 21, 2018, RenovaCare stock traded at an all-time high of over $10.50 per share.
B. Defendants Reaped Millions From Their Sales of RenovaCare Shares At
Artificially Inflated Prices

196. Collectively, Defendants reaped millions from the scheme.  During the
StreetAuthority promotional campaign, Sidhu, Bhogal, and Fleming ultimately sold more than
one million shares of RenovaCare stock through at least six separate accounts and obtained more
than $7 million in trading proceeds:
Account
Holder
Beneficial
Owner
Brokerage
Firm
How Acquired
Shares
Shares Sold
Between
October 24,
2017 and
February
28, 2018
Sale
Proceeds
Treadstone
LLC
(Relief
Defendant)
Jeet Sidhu Broker-
Dealer A
Treadstone Ltd.
Purchase from Rayat
in exchange for
preferred shares
265,839 $1,598,185

49

Jeet Sidhu Jeet Sidhu Broker-
Dealer B
Collingwood
purchase in 2013 in
exchange for loan
from Rayat, and open
market purchases in
February 2018
332,360 $2,867,023
Alberta Ltd.
(Relief
Defendant)
Jatinder
Bhogal
Broker-
Dealer B
Alberta Ltd.
Purchase from Rayat
in exchange for
preferred shares
491,364 $2,659,410
Sharon
Fleming
Sharon
Fleming
Broker-
Dealer C
July 2008 company
private placement
when Rayat was its
CEO
52,200 $380,802
TOTAL $7,505,420

197. In addition to the above sales, between December 2017 and February 2018, Sidhu
transferred another 500,000 of Blackbriar Ltd.’s RenovaCare shares to an account with a broker-
dealer outside the United States, and sold at least some of those shares on a U.S.-based exchange
during the Relevant Period.  Sidhu also transferred another 250,000 shares in his name that
originated from Collingwood’s purchase in 2013 to an account with a broker-dealer outside the
United States, and sold at least some of those shares on a U.S.-based exchange during the
Relevant Period.  Sidhu ultimately sold RenovaCare shares from five brokerage accounts while
the Predictions Campaign was ongoing.
198. While Defendants engaged in this selling, Rayat continued to maintain millions-
of-dollars of financial interests with Bhogal and Sidhu individually and/or through entities they
owned and controlled, including Alberta Ltd. and Blackbriar Ltd.
199. In addition to acting directly in furtherance of the scheme alleged in this
Complaint, Defendants acted through a variety of third parties—both individuals and entities—to
execute the scheme.  Defendants organized a false promotion of RenovaCare through
StreetAuthority, and arranged for RenovaCare to pay StreetAuthority through a series of third-

50

party service providers, for the fraudulent purpose of concealing their involvement in the
StreetAuthority promotional campaign.  Defendants could not directly promote RenovaCare
stock while intending to sell and selling RenovaCare stock—an inherently deceptive practice
known as scalping—without violating the Federal securities laws.  Nor could Defendants directly
make material misrepresentations about RenovaCare.  They therefore acted through third parties
to avoid direct liability while monetizing their scheme.
200. Rayat also acted through Bhogal, Sidhu, and Fleming to maintain a beneficial
interest in the RenovaCare shares they sold during the promotional campaign, while Bhogal,
Sidhu, and Fleming acted through Rayat to promote RenovaCare.  Collectively, Rayat, Bhogal,
Sidhu, and Fleming acted through RenovaCare to monetize the scheme by distributing millions
of shares of RenovaCare stock to themselves and entities they controlled, and to ensure that the
shares were registered for resale in advance of the StreetAuthority promotional campaign.  The
scheme involved several deceptive acts, misrepresentations, and omissions, including scalping,
manipulative trading, and false statements, all of which violated the securities laws.  Defendants
are liable for these acts, misrepresentations, and omissions, notwithstanding the fact that they did
so to some extent through or by means of other individuals and entities.
C. The Relief Defendants Received Ill-Gotten Gains
201. Relief Defendant Treadstone Ltd. received ill-gotten funds transferred to it or for
its benefit by the Defendants.  Treadstone Ltd. has no legitimate claim to the ill-gotten funds it
directly or indirectly received, and accordingly, Treadstone Ltd. should be required to disgorge
the amounts it directly or indirectly received from Defendants.
202. Relief Defendant Treadstone LLC received ill-gotten funds transferred to it or for
its benefit by the Defendants.  Treadstone LLC has no legitimate claim to the ill-gotten funds it

51

directly or indirectly received, and accordingly, Treadstone LLC should be required to disgorge
the amounts it directly or indirectly received from Defendants.
203. Relief Defendant Blackbriar Ltd. received ill-gotten funds transferred to it or for
its benefit by the Defendants.  Blackbriar Ltd.  has no legitimate claim to the ill-gotten funds it
directly or indirectly received, and accordingly, Blackbriar Ltd. should be required to disgorge
the amounts it directly or indirectly received from Defendants.
204. Relief Defendant Alberta, Ltd. received ill-gotten funds transferred to it or for its
benefit by the Defendants.  Alberta, Ltd. has no legitimate claim to the ill-gotten funds it directly
or indirectly received, and accordingly, Alberta, Ltd. should be required to disgorge the amounts
it directly or indirectly received from Defendants.
FIRST CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and
Rule 10b-5 Thereunder
(Against All Defendants)

205. Paragraphs 1-14, 24-32, 45-164, and 167-200 of this Complaint are re-alleged and
incorporated by reference herein.
206. By engaging in the conduct alleged in this Complaint, specifically by engaging in
deceptive acts by orchestrating, funding, and participating in the Predictions Campaign while
intending to sell RenovaCare common stock, providing StreetAuthority with false information
regarding RenovaCare and its products, participating in the drafting and dissemination of
StreetAuthority promotions, which contained materially false and misleading statements and
omissions, arranging for and making payments between RenovaCare and StreetAuthority
through a third party to conceal the source of those payments, drafting and disseminating the
January 8 Press Release and related Form 8-K, both of which contained materially false and
misleading statements and omissions, and buying and selling RenovaCare common stock in a

52

manipulative manner, Defendants, directly or indirectly, in connection with the purchase or sale
of a security, by use of the means or instrumentalities of interstate commerce, of the mails, or of
the facilities of a national securities exchange, with scienter, employed devices, schemes, or
artifices to defraud, made one or more untrue statements of material fact or omitted to state one
or more material facts necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading, and engaged in acts, practices, or
courses of business which operated or would operate as a fraud or deceit upon other persons.
207. By reason of the foregoing, Defendants violated, and unless restrained and
enjoined will continue to violate, Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and
Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5.
SECOND CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act Section 10(b) and
Rule 10b-5(b) Thereunder
(Against Rayat and Bhogal)

208. Paragraphs 1-14, 24-32, and 45-200 of this Complaint are re-alleged and
incorporated by reference herein.
209. By engaging in the conduct alleged in this Complaint, specifically by drafting and
disseminating the false January 8 Press Release and related Form 8-K containing materially false
statements and omissions, RenovaCare, directly or indirectly, singly or in concert, in connection
with the purchase or sale of securities and by use of the means or instrumentalities of interstate
commerce, or the mails, or the facilities of a national securities exchange, knowingly or
recklessly made one or more untrue statements of a material fact or omitted to state one or more
material facts necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
210. Rayat and Bhogal, knew, or were reckless in not knowing, that RenovaCare was

53

engaged in the unlawful conduct alleged in this Complaint, and they knowingly or recklessly
substantially assisted and participated in the wrongdoing.  Rayat and Bhogal provided substantial
assistance to RenovaCare by participating in the drafting and dissemination of RenovaCare’s
false January 8 Press Release and related Form 8-K.
211. By reason of the foregoing, pursuant to Section 20(e) of the Exchange Act, 15
U.S.C. § 78t(e), Rayat and Bhogal aided and abetted RenovaCare’s violations of Exchange Act
Section 10(b), 15 U.S.C. § 78j(b), and Rule 10b-5(b) thereunder, 17 C.F.R. § 240.10b-5(b).
THIRD CLAIM FOR RELIEF
Violations of Section 17(a) of the Securities Act
(Against All Defendants)

212. Paragraphs
1-14, 24-32, 45-164, and 167-200 of this Complaint are re-alleged and
incorporated by reference as if fully set forth herein.
213. By engaging in the conduct alleged in this Complaint, specifically by
orchestrating, funding, and participating in the StreetAuthority promotion of RenovaCare while
intending to sell RenovaCare common stock, providing StreetAuthority with false information
regarding RenovaCare and its products, participating in the drafting and dissemination of
StreetAuthority promotions, which contained materially false and misleading statements and
omissions, arranging for and making payments between RenovaCare and StreetAuthority
through a third party to conceal the source of those payments, drafting and disseminating the
January 8 Press Release and related Form 8-K, both of which contained materially false and
misleading statements and omissions, and buying and selling RenovaCare common stock in a
manipulative manner, Defendants, directly or indirectly, singly or in concert, in the offer or sale
of securities and by use of the means or instruments of transportation or communication in
interstate commerce or the mails, (1) knowingly or recklessly employed one or more devices,

54

schemes or artifices to defraud, (2) knowingly, recklessly, or negligently obtained money or
property by means of one or more untrue statements of a material fact or omissions of a material
fact necessary to make the statements made, in light of the circumstances under which they were
made, not misleading, and/or (3) knowingly, recklessly, or negligently engaged in one or more
transactions, practices, or courses of business which operated or would operate as a fraud or
deceit upon the purchaser.
214. By reason of the foregoing, Defendants directly or indirectly, singly or in concert,
have violated, and unless enjoined will again violate, Securities Act Section 17(a), 15 U.S.C. §
77q(a).
FOURTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Section 17(a) of the Securities Act
(Against Bhogal)

215. Paragraphs
1-14, 24-32, and 45-200 of this Complaint are re-alleged
and incorporated by reference as if fully set forth herein.
216. By engaging in the conduct alleged in this Complaint, specifically by drafting and
disseminating the false January 8 Press Release and related Form 8-K containing materially false
statements and omissions, RenovaCare and Rayat, directly or indirectly, singly or in concert, in
the offer or sale of securities and by use of the means or instruments of transportation or
communication in interstate commerce or the mails, (1) knowingly or recklessly employed one
or more devices, schemes or artifices to defraud, (2) knowingly, recklessly, or negligently
obtained money or property by means of one or more untrue statements of a material fact or
omissions of a material fact necessary to make the statements made, in light of the circumstances
under which they were made, not misleading, and/or (3) knowingly, recklessly, or negligently
engaged in one or more transactions, practices, or courses of business which operated or would

55

operate as a fraud or deceit upon the purchaser.
217. Bhogal, knew, was reckless in not knowing, or should have known that
RenovaCare and Rayat were engaged in the unlawful conduct alleged in this Complaint, and he
knowingly or recklessly substantially assisted and participated in the wrongdoing.  Bhogal
provided substantial assistance to RenovaCare and Rayat by participating in the drafting and
dissemination of RenovaCare’s false January 8 Press Release and related Form 8-K.
218. By reason of the foregoing, pursuant to Section 15(b) of the Securities Act, 15
U.S.C. § 77o(b), Bhogal aided and abetted Rayat’s and RenovaCare’s violations of Section 17(a)
of the Securities Act, 15 U.S.C. § 77q(a).
FIFTH CLAIM FOR RELIEF
Violations of Section 20(b) of the Exchange Act
(Against Rayat, Bhogal, Sidhu, and Fleming)

219. Paragraphs
1-14, 24-32, and 45-200 of this Complaint are re-alleged and
incorporated by reference as if fully set forth herein.
220. Section 20(b) of the Exchange Act, 15 U.S.C. § 78t(b), precludes any person,
directly or indirectly, from doing any act which would be unlawful under the Exchange Act for
such person to do, through or by means of any other person.
221. By engaging in the conduct alleged in this Complaint, specifically by knowingly
or recklessly using StreetAuthority, a series of investor relations consultants, and each other to
promote RenovaCare common stock while intending to sell and selling, arranging for payments
to StreetAuthority to be made through a series of third-party investor relations consultants for the
fraudulent purpose of concealing Rayat’s and the company’s involvement in the StreetAuthority
promotional campaign, organizing a false promotion of RenovaCare through StreetAuthority,
enabling Rayat to maintain a financial interest in the Defendants’ RenovaCare share sales, and

56

concealing Rayat, Bhogal, Sidhu, and Fleming’s beneficial ownership, intent to sell, and/or sales
of RenovaCare common stock, Rayat, Bhogal, Sidhu, and Fleming, directly or indirectly,
violated Section 20(b) of the Exchange Act.   These acts, done through and by means of the
third-party promoters, investor relations consultants, and each other, violated Section 10(b) of
the Exchange Act and Rule 10b-5 thereunder.
222. By reason of the foregoing, Rayat, Bhogal, Sidhu, and Fleming directly or
indirectly, singly or in concert, have violated, and unless restrained and enjoined will continue to
violate Section 20(b) of the Exchange Act, 15 U.S.C. § 78t(b).
SIXTH CLAIM FOR RELIEF
Violations of Section 9(a)(2) of the Exchange Act
(Against Bhogal, Sidhu, and Fleming)

223. Paragraphs 1-14, 24-32, and 167-200 of this Complaint are re-alleged and
incorporated by reference as if fully set forth herein.
224. By engaging in the conduct alleged in the Complaint, specifically by conducting
the trading in RenovaCare shares alleged in this Complaint, Bhogal, Sidhu, and Fleming, directly
or indirectly, by use of the mails or any means or instrumentality of interstate commerce, or any
facility of any national securities exchange, or for any member of a national securities exchange,
with specific intent, effected, alone or with persons, a series of transactions in RenovaCare
securities that created the actual or apparent trading in such security, or raised or depressed the
price of such security, for the purpose of inducing the purchase or sale of such security by others.
225. By reason of the foregoing, Bhogal, Sidhu, and Fleming violated, and, unless
restrained and enjoined, will again violate Section 9(a)(2) of the Exchange Act, 15 U.S.C. §
78i(a)(2).

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SEVENTH CLAIM FOR RELIEF
Violations of Exchange Act Section 15(d) and
Rules 15d-11 and 12b-20 Thereunder
(Against RenovaCare)

226. Paragraphs
1-14, 24-32, and 45-164 of this Complaint are re-alleged and
incorporated by reference herein.
227. Section 15(d) of the Exchange Act, 15 U.S.C. § 78o(d), and Rule 15d-11
thereunder, 17 C.F.R § 240.15d-1, require issuers of securities that have filed certain registration
statements to file with the Commission annual, quarterly, and current reports.  Exchange Act
Rule 12b-20, 17 C.F.R. § 240.12b-20, provides that in addition to the information expressly
required in a statement or report, there shall be added such further material information, if any,
as may be necessary to make the required statements, in light of the circumstances under which
they are made, not misleading.
228. RenovaCare was required to file annual and other financial reports with the
Commission pursuant to Section 15(d) of the Exchange Act and Rule 15d-11 thereunder.
229. RenovaCare filed the January 12, 2018 Form 8-K that contained materially false
statements or failed to include material information necessary to make the required statements, in
light of the circumstances under which they were made, not misleading.
230. By reason of the foregoing, RenovaCare violated Section 15(d) of the Exchange
Act, and Rules 15d-11 and 12b-20 thereunder.
EIGHTH CLAIM FOR RELIEF
Unjust Enrichment
(Against Treadstone Ltd., Treadstone LLC,
Blackbriar Ltd., and Alberta Ltd.)

231. Paragraphs
1-14, 24-32, 45-164, and 167-204 of this Complaint are re-alleged and
incorporated by reference herein.

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232. Section 21(d)(5) of the Exchange Act, 15 U.S.C. § 78(d)(5) states: “In any action
or proceeding brought or instituted by the Commission under any provision of the securities
laws, the Commission may seek, and any Federal court may grant, any equitable relief that may
be appropriate or necessary for the benefit of investors.”
233.  As alleged in this Complaint, Treadstone Ltd., Treadstone LLC, Blackbriar Ltd.,
and Alberta Ltd. received funds or property that were the proceeds, or are traceable to the
proceeds, of Defendants’ securities law violations alleged in this Complaint.  Treadstone Ltd.,
Treadstone LLC, Blackbriar Ltd., and Alberta Ltd. had no legitimate claims to these proceeds,
and gave no consideration in exchange for receipt of those funds.
234. Treadstone Ltd., Treadstone LLC, Blackbriar Ltd., and Alberta Ltd. obtained the
funds and property alleged above as part of and in furtherance of the Federal securities law
violations alleged in this Complaint and under circumstances in which it is not just, equitable, or
conscionable for them to retain the funds and property.  They were unjustly enriched.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court:
I.
Permanently enjoin Defendants from violating the Federal securities laws alleged in this
Complaint.
II.
Order Rayat, Bhogal, Sidhu, Fleming, and the Relief Defendants to disgorge all ill-gotten
gains, including prejudgment interest thereon;
III.
Order Defendants to pay civil money penalties pursuant to Section 21(d) of the Exchange
Act, 15 U.S.C. § 78u(d).

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IV.
Permanently barring Rayat, Bhogal, Sidhu, and Fleming from participating in any
offering of a penny stock, including engaging in activities with a broker, dealer, or issuer for
purposes of issuing, trading, or inducing or attempting to induce the purchase or sale of any
penny stock, pursuant to Exchange Act Section 21(d)(6), 15 U.S.C. § 78u(d)(6).
V.
 Pursuant to Section 21(d)(2) of the Exchange Act, 15 U.S.C. § 78u(d)(2), permanently
barring Rayat, Bhogal, Sidhu, and Fleming from acting as an officer or director of any issuer
whose securities are registered with the Commission pursuant to Section 12 of the Exchange Act
or which are required to file reports with the Commission pursuant to Section 15(d) of the
Exchange Act.
VI.
Grant such further relief as the Court may deem just and appropriate.
DEMAND FOR A JURY TRIAL
 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission demands
trial by jury in this action of all issues so triable.

Dated:  August 26, 2022  Respectfully submitted,

 s/
 Matthew Scarlato
 Matthew Scarlato (admitted Pro Hac Vice)
John J. Bowers (Bar No. JB8515)
SECURITIES AND EXCHANGE
COMMISSION
   100 F Street, NE
   Washington, DC 20549-4473
   [email protected]
   [email protected]

1 
 

 
UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF NEW YORK 
 
  
SECURITIES AND EXCHANGE 
COMMISSION, 

 

  
                      Plaintiff,  
  
 v.                 No. 1:21-cv-04777-LJL 
  
HARMEL S. RAYAT,  
RENOVACARE, INC., JATINDER 
BHOGAL, JEETENDERJIT SINGH 
SIDHU, and SHARON FLEMING, 

         
                         JURY TRIAL DEMANDED 

  
                          Defendants, 
 
        and 
 
TREADSTONE FINANCIAL 
GROUP LTD., TREADSTONE 
FINANCIAL GROUP LLC, 
BLACKBRIAR ASSET 
MANAGEMENT LTD., and 
1420527 ALBERTA LTD., 
 
                            Relief Defendants. 

 

  
 
 
 

AMENDED COMPLAINT 
 

Plaintiff Securities and Exchange Commission (the “Commission”), for its Amended 

Complaint against Defendants Harmel S. Rayat (“Rayat”), RenovaCare, Inc. (“RenovaCare” or 

the “Company”), Jatinder Bhogal (“Bhogal”), Jeetenderjit Singh Sidhu (“Sidhu”), and Sharon 

Fleming (“Fleming”) (collectively, “Defendants”), and Relief Defendants Treadstone Financial 

Group Ltd. (“Treadstone Ltd.”), Treadstone Financial Group LLC (“Treadstone LLC”), 

Blackbriar Asset Management Ltd. (“Blackbriar Ltd.”), and 1420527 Alberta Ltd. (“Alberta 

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Ltd.”) (collectively, “Relief Defendants”), alleges as follows: 

SUMMARY OF ALLEGATIONS 

1. This case concerns a longstanding and wide-reaching fraudulent scheme to 

increase the share price and trading volume of the common stock of RenovaCare, a purported 

medical device company with no commercially available product and no revenue.  From at least 

2007 to 2018 (the “Relevant Period”), Rayat, a recidivist securities law violator and majority and 

controlling shareholder of RenovaCare, orchestrated the scheme along with three long-time 

friends and business associates – Bhogal, Sidhu, and Fleming.   

2. Defendants’ fraudulent scheme, which was essentially a “pump and dump” 

designed to artificially increase the share price and trading volume of RenovaCare stock to 

permit Defendants to sell shares at an inflated price, involved a number of steps, including:  (i) 

accumulating millions of shares of RenovaCare stock and distributing them among the 

Defendants; (ii) coordinating the registration of restricted shares for resale, and depositing them 

as “free trading” shares in brokerage accounts in the United States and Canada; (iii) promoting 

RenovaCare stock to investors through a paid third-party promotional campaign while intending 

to sell and selling – a practice known as “scalping;” (iv) disseminating materially false 

statements in a Company press release and a Form 8-K filed with the Commission, both of which 

denied any involvement in the promotional campaign orchestrated and funded by Defendants; (v) 

orchestrating RenovaCare press releases to coincide with the third-party promotion; and (vi) 

manipulative trading across multiple accounts to support the share price and trading volume of 

RenovaCare stock while selling over one million of shares to monetize the scheme.   

3. In organizing and executing this fraudulent scheme, Rayat and his associates were 

playing a “long game.”  Beginning no later than 2007, Rayat transferred shares of RenovaCare 

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and other penny stocks to Sidhu, Bhogal, and others.  Rayat retained a financial interest in the 

shares he transferred – either in the form of debt obligations or preferred shares in the entities 

that received the shares.  This allowed Rayat to profit from the sale of shares by others during the 

promotional activity.  

4. Each of the individual Defendants played a role in the scheme, and they acted 

through and used RenovaCare as a vehicle for the fraud.  For example, Bhogal – Rayat’s friend 

and long-time business associate, and a large shareholder of RenovaCare stock who also served 

as a consultant to the Company – played a central part in creating and maintaining RenovaCare’s 

“investor relations” operation, including developing a company website, managing a series of 

third-party investor relations consultants, and managing the timing and content of RenovaCare’s 

public press releases.   

5. By at least 2015, RenovaCare’s investor relations program was in place, and 

Defendants engaged a series of third-party promoters to tout the Company and its common stock 

in focused promotional campaigns intended to increase its stock price and trading volume to 

permit them to profit.   

6. In July 2017, Rayat hired one such promoter, StreetAuthority, LLC 

(“StreetAuthority”), to conduct a promotional campaign focused on RenovaCare 

stock and the Company’s experimental medical device called the “SkinGun.”  Each 

year, StreetAuthority built a promotional campaign called the “Predictions 

Campaign” around an annual “Predictions Report” for the next calendar year.  After 

Rayat approached StreetAuthority and offered to fund the campaign, RenovaCare and 

another company owned by Rayat became StreetAuthority’s lead “predictions.”   

7. Rayat knowingly provided materially false information to StreetAuthority for use 

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in its promotional campaign aimed at “pumping” the share price and trading volume of 

RenovaCare stock.  This included false “before and after” pictures of a burn patient that was 

treated with a SkinGun prototype.   

8. From at least July 2017 through February 2018, Rayat organized, financed and 

directed StreetAuthority’s efforts, which included a steady stream of “research” reports, emails, 

and advertisements that encouraged investors to buy RenovaCare stock.  During this promotional 

blitz – funded by RenovaCare – the Company issued press releases to bolster the StreetAuthority 

promotional campaign.  Bhogal was responsible for and worked on several press releases issued 

by the Company, all while knowing that StreetAuthority was promoting RenovaCare.   

9. Rayat, Bhogal, Sidhu, and Fleming intended to sell and all but Rayat sold 

RenovaCare stock while the StreetAuthority promotional campaign was ongoing – the textbook 

definition of scalping.  During this time, Bhogal, Sidhu, and Fleming’s RenovaCare stock trading 

tracked key events in the StreetAuthority promotional campaign as well as each other’s trading 

activity. 

10. While the Predictions Campaign was active, Bhogal sold millions-of-dollars of 

RenovaCare shares through Alberta Ltd., a company in which Rayat held a substantial financial 

interest.  Later in the scheme, Bhogal also placed at least two orders to buy RenovaCare stock 

that were intended to manipulate the market.     

11. Sidhu – Rayat’s long-time business associate, and a former member of 

RenovaCare’s board of directors – coordinated the registration and deposit of Defendants’ 

RenovaCare shares during the Relevant Period.  He also sold millions-of-dollars of RenovaCare 

shares during the fraudulent scheme, using multiple brokerage accounts, and engaged in 

manipulative trading to further artificially inflate the market for RenovaCare stock.  

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12. Fleming – a third party investor relations consultant to RenovaCare and an active 

participant in the StreetAuthority promotional campaign – sold over 50,000 RenovaCare shares 

during the fraudulent scheme, and engaged in manipulative trading to further artificially inflate 

the market for RenovaCare stock.  

13. While the scheme was ongoing, Defendants also took steps to conceal their role in 

the Predictions Campaign.  On January 8, 2018 – in response to an inquiry from OTC Markets 

Group, Inc. (“OTC Markets”), the entity that supervised the exchange on which RenovaCare 

stock was listed – Rayat, Bhogal, and RenovaCare made and publicly disseminated a materially 

false press release that denied any involvement in the StreetAuthority promotional campaign.   

14. As a result of the fraudulent conduct alleged below, Bhogal, Sidhu, and Fleming 

sold millions of shares of RenovaCare stock at artificially inflated prices and made over $7 

million in ill-gotten gains, either directly or through the Relief Defendants, which were entities 

they owned and controlled and in which Rayat had substantial financial interests. 

VIOLATIONS AND RELIEF SOUGHT 

15. By engaging in the conduct described in this Complaint, Defendants violated 

Section 17(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. § 77q(a), Section 10(b) 

of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. § 78j(b), and Rule 10b-5 

thereunder, 17 C.F.R. § 240.10b-5; RenovaCare violated Section 15(d) of the Exchange Act, 15 

U.S.C. § 78o(d), and Rules 15d-11 and 12b-20 thereunder, 17 C.F.R §§  240.15d-1 & 240.12b-

20; Bhogal, Sidhu, and Fleming violated Section 9(a)(2) of the Exchange Act, 15 U.S.C. § 

78i(a)(2); Rayat and Bhogal aided and abetted RenovaCare’s violation of Section 10(b) of the 

Exchange Act, and Rule 10b-5 thereunder, in violation of Section 20(e) of the Exchange Act, 15 

U.S.C. § 78t(e); Bhogal aided and abetted Rayat’s and RenovaCare’s violations of Section 17(a) 

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of the Securities Act, in violation of Section 15(b) of the Securities Act, 15 U.S.C. § 77o(b); and, 

by acting through or by means of third parties, including StreetAuthority, RenovaCare’s third-

party investor relations consultants, and each other, Rayat, Bhogal, Sidhu, and Fleming violated 

Section 20(b) of the Exchange Act.15 U.S.C. § 78t(b).  Unless restrained and enjoined, 

Defendants will engage in further violations of these provisions. 

16. The Commission respectfully requests that the Court enter a judgment:   

(i) enjoining Defendants from committing further violations of the Federal securities laws as 

alleged in this Complaint; (ii) ordering Rayat, Bhogal, Sidhu, Fleming, and the Relief 

Defendants to disgorge their ill-gotten gains with prejudgment interest; (iii) ordering Defendants 

to pay civil monetary penalties; (iv) permanently barring Rayat, Bhogal, Sidhu, and Fleming 

from participating in any offering of a penny stock and serving as an officer or director of a 

public company; and (v) ordering other appropriate and necessary equitable relief. 

JURISDICTION AND VENUE 

17. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), and 

27(a) of the Exchange Act, 15 U.S.C. §§78u(d)-(e) & 78aa(a) and Sections 20(b)-(d) and 22(a) 

of the Securities Act, 15 U.S.C. §§ 77t(b)-(d) & 77v(a).  Among other things, the Defendants 

conducted business and engaged in the unlawful acts described herein, directly or indirectly, 

throughout the United States, using the means, instruments, or instrumentalities of interstate 

commerce and/or the mails, including the use of email, the internet, and telephone. 

18. Until August 3, 2016, RenovaCare had securities registered with the Commission 

pursuant to Exchange Act Section 12(g), at which time it filed a Form 15 to terminate the 

registration.  Thereafter, RenovaCare continued to regularly file forms with the Commission, 

including Forms 8-K.  During the Relevant Period, the company’s stock was a penny stock 

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7 
 

because it did not meet any of the exceptions to the definition of a “penny stock” pursuant to 

Exchange Act Section 3(a)(51), 15 U.S.C. § 78c(a)(51), and Exchange Act Rule 3a51-1, 17 

C.F.R. § 240.3a51-1.   

19. Venue is proper in this District pursuant to Section 27 of the Exchange Act, 15 

U.S.C. § 78aa, and 28 U.S.C. § 1391(c)(3) and Section 22(a) of the Securities Act, 15 U.S.C. § 

77v(a).  During part of the Relevant Period, RenovaCare was headquartered and transacted 

business in this District.  Throughout the events described here, RenovaCare’s common stock 

(ticker symbol “RCAR”) traded on the OTCQB Tier, an interdealer quotation system operated by 

OTC Markets Group, Inc. (“OTC Markets”), which is headquartered in this District.   

20. In addition, certain of the transactions, acts, practices, and courses of conduct 

constituting the violations alleged in this Complaint occurred within or touched upon this 

District.  The Defendants and Relief Defendants engaged in fraudulent conduct that had a 

foreseeable and substantial effect upon investors and markets in this District and throughout the 

United States.   

21. The StreetAuthority promotional campaign, which included material 

misrepresentations and omissions, was directed at investors, including those in this District.  At 

Rayat’s direction, RenovaCare deceptively routed payments to StreetAuthority through a series 

of third-party investor relations consultants, using an account with a bank located in this District.   

22. Defendants had frequent contact with RenovaCare employees, outside counsel, 

and third-party consultants in the United States, including in this District, via telephone, email, 

and other means of interstate communications.  At least Rayat, Bhogal, and Fleming also had 

contact with StreetAuthority representatives in the United States using similar means.   

23. Bhogal and Sidhu organized, owned and controlled Canadian and U.S.-based 

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entities through which they owned and controlled and/or traded RenovaCare common stock.  

Rayat repeatedly tried to open accounts with U.S.-based brokerage firms, and Bhogal, Sidhu, 

Fleming, and the Relief Defendants traded RenovaCare shares in accounts with U.S.-based 

broker-dealers, through U.S. exchanges, and/or wired the proceeds of those sales through 

accounts held in the U.S. and Canada in furtherance of the unlawful conduct alleged herein.  

DEFENDANTS 
 

24. RenovaCare is a Nevada corporation that was headquartered at 430 Park Avenue, 

New York, New York, during the Relevant Period.  It is now headquartered in Roseland, New 

Jersey.  The Company has been through several name changes and changes in purported business 

focus.  Most recently, on January 7, 2014, the Company changed its name to RenovaCare and 

purportedly changed its business focus to medical devices.  It was and is a development stage 

company with no revenue, but claims to be developing a medical device called the “SkinGun” 

that uses a “CellMist” system to treat burns.      

25. Rayat, age 59, is a Canadian citizen and resident of Vancouver.  He has been the 

majority and controlling shareholder of RenovaCare, Inc., or its predecessors since at least 1999, 

and has at times served as its Chairman.  As of January 1, 2021, Rayat owned 71,101,453 million 

shares of common stock (approximately 81.3 percent of the company’s outstanding float), either 

individually or through his wholly owned holding companies, Kalen Capital Corporation (“Kalen 

Corp.”) and Kalen Capital Holdings LLC (“Kalen LLC”).   

26. Bhogal, age 42, is a Canadian citizen and resident of Vancouver.  During the 

Relevant Period, Bhogal, individually or through companies he owned and controlled – including 

Relief Defendant Alberta Ltd. – owned and controlled millions of shares of RenovaCare 

common stock.  He received this stock in transactions financed or arranged by Rayat, in 

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exchange for debt or equity obligations to Rayat.  Bhogal served as a “strategic advisor” to 

RenovaCare through his wholly owned consulting firm Vector Asset Management, Inc. from 

August 1, 2013, through June 26, 2018, when he was appointed RenovaCare’s Chief Operating 

Officer.  During the Predictions Campaign, Bhogal transacted in RenovaCare shares in 

furtherance of the scheme. 

27.  Sidhu, age 49, is a Canadian citizen and resident of Vancouver.  During the 

Relevant Period, Sidhu, individually or through companies he owned and controlled – including 

Relief Defendants Blackbriar Ltd., Treadstone Ltd., and Treadstone LLC – owned and controlled 

millions of shares of RenovaCare common stock.  He received this stock either directly from 

Rayat, or in transactions financed by Rayat, in exchange for debt or equity obligations.  Sidhu 

served on the Board of Directors of RenovaCare’s predecessor entity from September 2008 

through 2010.  During the Predictions Campaign, Sidhu transacted in RenovaCare shares in 

furtherance of the scheme. 

28. Fleming (a/k/a Sharon Hebgin), age 60, is a California resident and served as a 

third-party investor relations consultant to RenovaCare through her wholly owned consulting 

firm Inspiren LLC (“Inspiren”).  During the Predictions Campaign, Fleming transacted in 

RenovaCare shares in furtherance of the scheme. 

RELIEF DEFENDANTS 

29. Treadstone Financial Group Ltd., f/k/a 1422688 Alberta Ltd. (“Treadstone 

Ltd.”) is a Canadian entity nominally owned and controlled by Sidhu’s brother, but actually 

owned and controlled by Sidhu, through which he owned shares of RenovaCare common stock. 

During the fraudulent scheme, Sidhu sold certain of these RenovaCare shares and then wired the 

proceeds from an account in the United States to an account in Canada, generating ill-gotten 

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gains as to which Treadstone Ltd. has no legitimate claim.    

30. Treadstone Financial Group LLC (“Treadstone LLC”), a subsidiary of 

Treadstone Ltd., is a Delaware corporation nominally controlled by Sidhu’s brother, but in fact 

owned and controlled by Sidhu, through which he owned shares of RenovaCare common stock. 

During the fraudulent scheme, Sidhu transferred certain RenovaCare shares from Treadstone 

Ltd. to an account in the United States in Treadstone LLC’s name, sold the shares, and then 

wired the proceeds to Treadstone Ltd.’s account in Canada, generating ill-gotten gains as to 

which Treadstone LLC has no legitimate claim. 

31. Blackbriar Asset Management Ltd., f/k/a Fargo West Investments Ltd., 

(“Blackbriar Ltd.”) is a Canadian entity owned and controlled by Sidhu, through which he owned 

shares of RenovaCare common stock.  During the fraudulent scheme, Sidhu sold certain of these 

RenovaCare shares through U.S.-based exchanges, generating ill-gotten gains as to which 

Blackbriar Ltd. has no legitimate claim. 

32. 1420527 Alberta Ltd. (“Alberta Ltd.”) is a Canadian entity owned and controlled 

by Bhogal, through which he owned shares of RenovaCare common stock.  During the 

fraudulent scheme, Bhogal sold certain of these RenovaCare shares in an account in Alberta 

Ltd.’s name through U.S.-based exchanges, and then wired the proceeds through U.S.-based 

financial institutions to its account in Canada, generating ill-gotten gains as to which Alberta Ltd. 

has no legitimate claim. 

OTHER RELEVANT INDIVIDUALS AND ENTITIES 

33. StreetAuthority was an online financial publishing company based in Austin, 

Texas, that sold subscriptions to investment research bulletins and newsletters.  During the 

Relevant Period, it was owned and operated by a long-time friend of Rayat (the “StreetAuthority 

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11 
 

Owner”).  

34. Company A is a company that purports to be developing windows that generate 

electricity from solar energy.  During the Relevant Period, Rayat was a controlling shareholder 

of Company A, and Bhogal and Sidhu were also substantial shareholders.  Bhogal served as a 

consultant to Company A from February 1, 2014, through his company Vector Asset 

Management LLC, and became a Director on August 1, 2017.  Sidhu was an employee of 

Company A before 2010.  Fleming was an investor relations consultant to Company A during the 

Predictions Campaign.  Company A was featured in the Predictions Campaign with RenovaCare 

based on Rayat’s agreement, and similarly paid StreetAuthority through the same third-party 

investor relations consultants, including Fleming. 

35. Investor Relations Consultant 1 (“IRC 1”), a long-time business associate of 

Rayat, Fleming, and Bhogal, was a third-party provider of investor relations services to Rayat 

and RenovaCare beginning no later than 2014.  He was replaced by Fleming to work on the 

Predictions Campaign around the time it began. 

36. Investor Relations Consultant 2 (“IRC 2”), a long-time friend and business 

associate of both Rayat and Bhogal, was a third-party provider of investor relations services to 

Rayat and RenovaCare beginning no later than December 2017, when he was selected by Rayat 

and Bhogal to replace Fleming on the Predictions Campaign.  

37. 1420527 Alberta LLC (“Alberta LLC”), a subsidiary of Alberta Ltd., was a 

Delaware corporation owned and controlled by Bhogal.  During the fraudulent scheme, Bhogal 

transferred RenovaCare shares between Alberta Ltd. and Alberta LLC and sold shares in an 

account owned by Alberta Ltd.    

38. Boston Financial Group Ltd. (“Boston Financial”) is a Canadian entity owned 

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and controlled by Bhogal and his wife that received restricted shares of RenovaCare common 

stock from Rayat in exchange for preferred shares in Boston Financial.   

39. Vector Asset Management Ltd. (“Vector”) is a Canadian company owned and 

controlled by Bhogal, through which Bhogal worked as a consultant to RenovaCare from August 

1, 2013, until June 2018. 

40. Wolverhampton Holdings LLC (“Wolverhampton”) is a Delaware company 

owned and controlled by Bhogal that purchased shares of RenovaCare common stock in June 

2013 from a friend of Rayat with the proceeds of a loan from Rayat. 

41. Blackbriar Asset Management LLC (“Blackbriar LLC”) a Delaware 

corporation owned and controlled by Sidhu, was used to open accounts in the United States and 

receive RenovaCare shares from Blackbriar Ltd. 

42. Collingwood Holdings, LLC (“Collingwood”) is a Delaware company owned 

and controlled by Sidhu that purchased shares of RenovaCare common stock in June 2013 from 

a friend of Rayat with the proceeds of a loan from Rayat.  During the fraudulent scheme, Sidhu 

transferred certain of Collingwood’s RenovaCare shares into one or more accounts in his own 

name and sold shares. 

43. Kalen Capital Corporation (“Kalen Corp.”) is a Canadian company owned and 

controlled by Rayat and headquartered in Vancouver, British Columbia, through which he owns 

and controls a substantial portion of his holdings of RenovaCare and other penny stocks, as well 

as financial interests with Sidhu, Bhogal, and Fleming and entities they owned and controlled.  

Certain of the acts or transactions described here were undertaken by Rayat on behalf of Kalen 

Corp., including one or more attempts to open brokerage accounts to sell RenovaCare shares. 

44. Kalen Capital Holdings LLC (“Kalen LLC”), a subsidiary of Kalen Corp., is a 

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U.S.-based company owned and controlled by Rayat.  Certain of the acts or transactions 

described here were undertaken by Rayat on behalf of Kalen LLC, including one or more 

attempts to open brokerage accounts to sell RenovaCare shares. 

FACTS 

I. Step One Of The Scheme (Setting the Table):  Defendants Accumulated 
RenovaCare Stock To Sell During The Scheme   
 
45. Rayat has been the majority and controlling shareholder of RenovaCare, Inc. 

since at least 1999.  By no later than 2007, Rayat began distributing RenovaCare shares to his 

friends and business associates to ensure that he profited from promoting the Company even if 

he was unable to sell RenovaCare shares himself. 

A. Between 2007 And 2013, Rayat Sold Millions of RenovaCare Shares To 
Sidhu And Bhogal, But Retained A Financial Interest 

 
46. Between 2007 and 2013, Rayat sold millions of RenovaCare shares to entities 

owned and controlled by Sidhu and Bhogal, or financed their purchase of shares from other 

business associates.  These transactions allowed Bhogal and Sidhu to acquire millions of shares 

of RenovaCare stock for little or no money, and in exchange, Rayat received debt or equity 

interests that permitted him to maintain a financial interest in any later sale of these shares:  

 

Date Entity Beneficial 
Owner 

RCAR 
Shares 
Purchased 

Rayat Role Rayat 
Financial 
Interest 
 

Dec. 31, 2007 Blackbriar 
Ltd. 
 
(Relief 
Defendant) 

Jeet Sidhu 1,250,000 Sold Shares Preferred 
Shares of 
Blackbriar Ltd.  
redeemable for 
$1,062,500 
 
 
 

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Dec. 31, 2007 Boston 
Financial 
Group Ltd.  

Jatinder 
Bhogal 

2,500,000 Sold Shares Preferred 
Shares of 
Boston 
Financial Group 
redeemable for 
$2,215,000 
 

Sept. 8, 2008 Alberta Ltd.  
 
(Relief 
Defendant) 

Jatinder 
Bhogal 

3,000,0001 Sold Shares Preferred 
Shares of 
Alberta Ltd.  
redeemable for 
$8,351,000 
 

Sept. 8, 2008 Treadstone 
Ltd.  
 
(Relief 
Defendant)  

Jeet Sidhu 1,250,0002 Sold Shares Preferred 
Shares of 
Treadstone Ltd. 
redeemable for 
$3,741,500 
 

June 1, 2013 Wolverhamp
ton Holdings 
LLC 

Jatinder 
Bhogal 

822,000 Financed 
Purchase from 
third party 

$425,000 loan 
at 4.7% annual 
interest  
 

June 1, 2013 Collingwood 
Holdings 
LLC 

Jeet Sidhu 1,962,000 Financed 
purchase from 
third party 

$1,200,000 loan 
at 4.7% annual 
interest 
 

 
47. Defendants also obtained shares in private transactions with the Company.  In 

2008, for example, Fleming acquired 300,000 RenovaCare shares in a private placement.  By 

October 2017, she still owned 153,630 shares of RenovaCare. 

48.   Rayat also loaned substantial sums to Bhogal and Fleming.  In March 2013, for 

example, Rayat loaned $548,000 to Vector, the company through which Bhogal managed 

RenovaCare’s investor relations operation.  In 2013, Rayat loaned Fleming $500,000 to allow 

                                                      
1 Alberta Ltd. also received 2.8 million shares of Company A and shares in three other 
companies in this transaction. 
 
2 Treadstone Ltd. also received 1.25 million restricted shares of Company A and shares of three 
other companies in this transaction. 

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her to purchase an interest in a stock promotion company. 

B. In Anticipation Of The Predictions Campaign, Rayat And Sidhu 
Orchestrated Additional Below-Market Sales Of RenovaCare Stock  

 
49. In advance of the Predictions Campaign, Defendants engaged in several 

transactions that provided them with additional stock at below-market prices.  On June 28, 2017, 

for example, Rayat exercised warrants that granted Kalen over 114,000 RenovaCare shares at 

below-market prices.  In July 2017, Rayat purchased 410,000 RenovaCare shares, and he 

solicited several friends to purchase another 50,250 shares.  Sidhu assisted Rayat and 

RenovaCare in completing this private sale of RenovaCare shares, including by coordinating 

documentation of the transactions.  

50. In October 2017, shortly before the Predictions Campaign began, Rayat directed 

RenovaCare to engage in another private sale of shares to Rayat’s friends and associates at 

below-market prices.  After another friend decided not to invest, Sidhu stepped in and purchased 

those shares, despite already owning millions of RenovaCare shares at a significantly lower cost 

basis.  Sidhu’s participation allowed RenovaCare to publicly announce that the offering was fully 

subscribed, and he substantially assisted Rayat and RenovaCare in executing the transaction.  

Among other things, Sidhu worked with Rayat to solicit one of Rayat’s friends to invest over $2 

million (“Friend A”), and assisted her in completing the transaction.  Sidhu later assisted Friend 

A in registering her shares for resale while the Predictions Campaign was ongoing.  Later, Friend 

A purchased and sold RenovaCare stock on the open market during the promotional campaign.  

51. The proceeds of the July and October 2017 financings – funding exclusively 

provided by Rayat and his friends and associates – were the primary source of funds RenovaCare 

used to pay StreetAuthority for the promotional campaign.  

 

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C. Sidhu Worked With The Other Defendants To Open Brokerage Accounts 
With Free-Trading RenovaCare Shares 
 

52. Beginning no later than 2013, Bhogal, Rayat, Fleming, and Sidhu closely 

coordinated their brokerage accounts.  Bhogal and Sidhu had accounts with the same U.S. 

broker-dealer (“Broker-Dealer A”) that held shares of RenovaCare and other penny stocks that 

they both obtained through transactions involving Rayat, and Fleming also opened an account 

with Broker-Dealer A pursuant to Rayat’s recommendation.  Sidhu, who had online access to 

Bhogal’s and Rayat’s accounts, regularly managed their brokerage accounts.  

53. Sidhu would frequently review Bhogal’s and Rayat’s accounts, including their 

RenovaCare holdings, when he logged into his own accounts.  For example, on January 23, 

2017, Sidhu logged in and viewed all three accounts.  

54. In early 2017, Broker-Dealer A closed a number of Sidhu’s and Bhogal’s 

accounts.  Sidhu coordinated the transfer of shares between entities to prepare the shares for sale 

at another brokerage.  On February 10, 2017, he sent instructions to RenovaCare’s transfer agent 

to move the shares between the various entities he and Bhogal controlled as follows:  (i) 

Collingwood shares to Sidhu; (ii) Alberta LLC’s shares to Alberta Ltd.; (iii) Wolverhampton 

shares to Boston Financial; and (iv) Blackbriar Ltd. received shares from Blackbriar LLC. 

55. By April 2017, Sidhu and Bhogal were working together to deposit RenovaCare 

shares with another U.S. broker-dealer (“Broker-Dealer B”).  Sidhu deposited shares from 

Collingwood into a new account in his name with Broker-Dealer B.  With Sidhu’s assistance, 

Bhogal opened an account in Alberta Ltd.’s name and deposited shares. 

56. As of April 2017, the RenovaCare shares in both Sidhu’s and Bhogal’s Broker-

Dealer B accounts were restricted from sale pursuant to the Federal securities laws.   

57. By May 2017, in coordination with RenovaCare’s outside counsel and a member 

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of the Company’s board of directors (“RenovaCare’s Director”), Bhogal and Sidhu asked 

RenovaCare to register their shares so that they could be sold.   

58. On June 6, 2017, RenovaCare amended a Form S-1 Registration Statement 

already pending with the Commission to add Sidhu’s and Bhogal’s shares to the list of shares 

that the company sought to register for resale.  The prior version of the S-1 had sought to register 

approximately 2 million RenovaCare shares owned by Rayat and other friends and associates.   

59. As of June 2017, Bhogal owned 5.5 million RenovaCare shares, Sidhu owned 

over 3.3 million RenovaCare shares, and Fleming owned over 100,000 RenovaCare shares. 

60. On July 5, 2017, the Commission declared RenovaCare’s June 6, 2017 S-1 

effective, which removed any restrictions on the ability of Rayat, Bhogal, Sidhu, and other 

friends and associates of Rayat to sell their shares.   

61. Shortly thereafter, Sidhu contacted Broker-Dealer B to remove the restricted 

legend from his and Bhogal’s RenovaCare shares.  On July 17, 2017, Sidhu informed Bhogal 

that both accounts were cleared to sell their RenovaCare stock.  They would wait to sell, 

however, until shortly after the Predictions Campaign commenced.   

D. With Sidhu’s Help, Rayat Sought to Open Accounts With Five Different 
Brokers To Sell RenovaCare and Company A Shares 

 
62. In anticipation of the Predictions Campaign, Rayat repeatedly tried to open 

brokerage accounts that would allow him to sell his RenovaCare shares.  Although his efforts 

were ultimately unsuccessful, they demonstrate Rayat’s intention to sell RenovaCare stock 

during the planned promotional campaign.  While these efforts were ongoing, he repeatedly 

asked Sidhu to track his holdings and assist him in preparing information needed to open the 

accounts.  

63. Rayat also coordinated accounts openings with Bhogal and Sidhu.  On June 6, 

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2017, Rayat received account opening forms from a foreign financial institution.  After Rayat 

forwarded the email to Sidhu, Sidhu replied, “Which entity am I filling this out for?”  Rayat 

responded, “[Kalen Capital] for me . . . and whatever company [Bhogal] has his shares in.” 

64. In addition, between August 2017 and November 2017, Rayat had on-going 

discussions with at least four different brokerage firms concerning opening accounts.  For 

example, on or around September 1, 2017, while he was in Austin, Texas, visiting 

StreetAuthority to discuss the Predictions Campaign, he discussed opening an account with one 

of these firms.  He had previously informed this firm he intended to sell 500,000 RenovaCare 

shares.   

65. Similarly, on October 19, 2017 – days before the Predictions Campaign began – 

Rayat told another brokerage firm that he intended to sell 2.5 million to 5 million RenovaCare 

shares over the next two years.  

66. By November 2017, however, all four brokerages had either declined to open an 

account or closed the account before Rayat could sell his stock.  Thus, Rayat was unable to sell 

his RenovaCare stock during the Predictions Campaign.   

67. Nonetheless, Rayat’s beneficial interest in entities owned by Bhogal and Sidhu, 

including several that sold RenovaCare shares during the StreetAuthority promotional campaign, 

allowed Rayat to profit from the scheme.   

II. Step Two (Scalping):  Rayat Solicited StreetAuthority To Promote RenovaCare 
While Defendants Intended To Sell And Sold  
 
68. The second part of Defendants’ scheme was to aggressively promote RenovaCare 

while intending to sell and selling RenovaCare shares, a fraudulent practice referred to as 

“scalping.”  By 2015, Rayat and Bhogal had developed a robust “investor relations” operation 

within RenovaCare that included a company website and a steady stream of press releases 

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touting the company’s prospects, despite the Company’s lack of revenue or any commercially 

available product.  Rayat and Bhogal also hired and worked with a series of third party investor 

relations consultants, including Fleming, IRC 1, and IRC 2, through whom they orchestrated, 

funded, and directed paid promotional campaigns through third-party promoters such as 

StreetAuthority.   

A. Bhogal, Rayat, And Sidhu Developed An Aggressive Investor Relations 
Program That Provided The Basis For The Predictions Campaign 

 
69. As of 2013, RenovaCare was known as Janus Resources Inc. and purported to be 

in the business of oil-and-gas production.  By the middle of 2013, Bhogal and Rayat decided to 

radically alter RenovaCare’s business plan by purchasing the technology related to the SkinGun. 

70. Bhogal received a “finder’s fee” for this transaction, after which he shifted his 

attention to building and managing RenovaCare’s investor relations and press relations 

operations, working as a RenovaCare consultant through Vector, his consulting company.  He 

had regular contact with Rayat, IRC 1, Fleming, and RenovaCare’s CEO, attended RenovaCare 

Board meetings, worked closely with IRC 1 and others to develop RenovaCare’s website, and 

directed the timing and content of RenovaCare’s press releases. 

71. Fleming was actively involved in promoting RenovaCare beginning no later than 

2014, working initially through an investor relations company called Gold Key Media, and later 

through her own company, Inspiren, the publisher of “The Cheap Investor,” an investor-focused 

newsletter she purchased in a transaction that Rayat financed.  On May 11, 2015, for example, 

Fleming copied Rayat and IRC 1 on an email in which she referred to RenovaCare as “the new 

sponsor” of The Cheap Investor in response to a question regarding approval of an “RCAR 

promo piece” in the newsletter.   

72. The Cheap Investor disseminated paid promotions of RenovaCare from at least 

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October 2015 to July 2016.  During that period, Sidhu, Bhogal, and Fleming collectively sold 

over 600,000 RenovaCare shares.  

73. By October 2015, Rayat had worked with Sidhu, Bhogal, Fleming, and others to 

develop RenovaCare’s “investor relations” strategy that would temporarily increase the price and 

trading volume of RenovaCare shares as they sold shares.  

74. For example, on or around October 9, 2015, Sidhu discussed the process with 

RenovaCare’s CEO, and later forwarded wire instructions to him to be used to pay IRC 1 for his 

investor relations services. 

75. As RenovaCare’s CEO explained in an October 9, 2015 email after he discussed 

with Rayat:  

[J]ust talked to Harmel.  We will enter an agreement as of Sep 1 with [IRC 1] for the 
entire branding, website, etc. activities.  He will be on a retainer of $10,000 per month . . . 

 
In addition we will enter an agreement for investor relation activities[.] [T]hese payments 
we will wire after we have the agreement. This will be done by third party companies 
(e.g. thecheapinvestor.com) but will run also through [IRC 1’s] company.  That will be 
$60,000 monthly for about 4 months. 

 
76. The RenovaCare CEO’s mention of “thecheapinvestor.com” refers to Fleming’s 

investor-focused newsletter, and his explanation illustrates Defendants’ business model – 

funding a short-term promotional campaign through a third-party “investor relations consultant” 

(at the time, IRC 1) who worked with a third-party stock promoter (at the time, Fleming – an 

approach that mirrored Defendants’ scheme two years later involving StreetAuthority.  

77. Bhogal was directly involved in directing the timing and content of RenovaCare 

press releases, ensuring that they coincided with third-party promotional activity.  Bhogal served 

as RenovaCare’s primary interface with IRC 1, and he organized weekly conference calls via 

Skype with RenovaCare’s CEO and IRC 1 to discuss RenovaCare’s investor relations program, 

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including building content for RenovaCare’s website and to map out RenovaCare’s press 

releases over the ensuing months.   

78. In December 2016, for example, Bhogal had numerous contacts with IRC 1, 

RenovaCare’s CEO, and other consultants to plan the content and timing of RenovaCare’s press 

releases and other investor relations activities for the following year.   

79. Defendants’ investor relations strategy set the groundwork for Rayat to enlist a 

new third-party stock promoter in 2017 – StreetAuthority.  

B. In July 2017, Rayat Approached StreetAuthority To Promote RenovaCare 
 

80. On or about July 26, 2017, Rayat contacted the StreetAuthority Owner, who was a 

longtime friend.  StreetAuthority was an online financial publisher of investment newsletters 

with a dedicated subscriber base.  That day, Rayat asked if StreetAuthority would be willing to 

promote RenovaCare and Company A.  Following the call, Rayat emailed the StreetAuthority 

Owner marketing materials related to RenovaCare and Company A.   

81. On July 28, 2017, the StreetAuthority Owner suggested to Rayat that 

StreetAuthority feature RenovaCare and Company A in its annual “Predictions Report.”  The 

StreetAuthority Owner noted that this could “create awareness of both companies” and attract 

investors, and he stated that StreetAuthority was interested in “partnering up” with Rayat to 

advertise on various online media platforms.  Rayat agreed it was a “great idea.”  The 

StreetAuthority Owner proposed that RenovaCare and Company A each pay StreetAuthority 

$50,000 per month to fund the planned promotional campaign, and Rayat agreed.  

82. On August 1, 2017, in an email to StreetAuthority employees after Rayat’s call 

with StreetAuthority representatives, a colleague at StreetAuthority wrote the StreetAuthority 

Owner:  

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I want to pursue a marketing partnership with Harmel/[IRC 1] for 
this promotion. We will disseminate this promotion to all our lists, 
but for it to have the kind of impact we all want, we're going to 
need to rent outside lists and promote it on 
Google/YahooFinance/etc. 

83. In reply, the StreetAuthority Owner agreed, and noted that “Harmel initially 

called me about advertising and promoting his companies.” 

84. Between July 28 and August 31, 2017, Rayat discussed the details of the 

promotional campaign with StreetAuthority representatives on several occasions, including an 

in-person meeting at StreetAuthority’s headquarters in Austin, Texas, in late August 2017.   

85. Each year, StreetAuthority built a promotional campaign around an annual 

“Predictions Report” for the next calendar year.  After Rayat approached StreetAuthority and 

offered to fund the promotional campaign, RenovaCare and Company A became 

StreetAuthority’s lead “predictions.” 

86. On September 4, 2017, shortly after Rayat’s trip to Austin, the StreetAuthority 

Owner emailed Rayat to confirm that “StreetAuthority will be featuring both [RenovaCare and 

Company A] in its annual ‘Predictions’ report and promotions for Game-Changing Stocks,” one of 

StreetAuthority’s investor-focused newsletters.  He also asked if Rayat was “interested in 

exploring and participating in this marketing program”—referred to within Street Authority as 

the “Predictions Campaign”—which could include “developing native ads that can run within 

Google, Yahoo Gemini, Taboola, Dianomi, Outbrain and other Content Display Networks.”  

These advertising platforms later became the subject of focused discussions with Rayat. 

87. Later that day, Rayat responded: 

[N]othing would make me happier than working with 
[StreetAuthority] in spreading the word to investors and 
dramatically improving [RenovaCare’s and Company A’s] 
awareness in the investment community [].  
 

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So, and as it relates to 1) being featured in the annual ‘Predictions’ 
report, 2) participating in marketing programs, 3) developing 
research reports and 4) being featured in Game-Changing Stocks and 
StreetAuthority Daily, please know that I am very interested in 
exploring how we can work together. 
  

88. After expressing his interest in participating in all of the key elements of what 

would regularly refer to as the Predictions Campaign, Rayat suggested they speak the next day.  

C. Rayat Worked Closely With StreetAuthority To Create, Distribute, and 
Disseminate The Predictions Campaign  
 

89. Between July and October 2017, Rayat worked closely with StreetAuthority 

representatives to create promotional materials to be used in the Predictions Campaign.  Rayat 

provided StreetAuthority with extensive information on RenovaCare and the purported efficacy 

of the “SkinGun,” the Company’s experimental medical device.   

90. RenovaCare’s website and press releases, all of which were developed under 

Bhogal’s supervision, were the primary source of promotional content for the StreetAuthority 

promotion.  

91. By at least September 2017, StreetAuthority began drafting materials for its paid 

promotion of RenovaCare.  All or most of the information used in promotional materials during 

the campaign was provided to StreetAuthority by Rayat in emails, attachments, or links to 

RenovaCare’s website or third-party websites.  Virtually all of this information came from 

RenovaCare’s investor relations program, which was managed by Rayat and Bhogal through 

IRC 1, who later worked with StreetAuthority.   

92. StreetAuthority publicly launched the Predictions Campaign on or about October 

24, 2017.  Rayat reviewed and commented on draft promotional materials, including the 

Predictions Report that was the heart of the campaign, prior to their release.   

93. After the Predictions Campaign launched in late October 2017, Rayat reviewed 

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draft advertisements, received reports from StreetAuthority regarding the campaign’s 

performance, and weighed in on advertising content and “placements.”  He also stopped and 

started the advertising “spend” for the campaign based on external events, including the OTC 

Markets inquiry described in detail below. 

94. From October 2017 until at least January 2018, StreetAuthority actively 

disseminated its RenovaCare promotional materials on the internet and to its subscriber base.  

Throughout the campaign, Rayat continued to be closely involved in the drafting, distribution, 

and dissemination of StreetAuthority’s promotional materials.   

95. For example, on or around November 28, 2017, Rayat traveled to StreetAuthority 

headquarters in Austin, Texas, to meet with the StreetAuthority Owner and his staff, including 

the copy writer for the Predictions Campaign.  The next day, having had a chance to reflect on 

their discussion and “examine the results of the last 30 plus days” that they provided, Rayat gave 

StreetAuthority a series of explicit instructions: 

1.  Focus on Gemini [an online advertising platform]; 

2.  Have separate single company ads and landers, so that one single 
company is the focus of the report ... I think this will definitely 
have more impact; 

3.  A few days later, a special report goes out on the other company 
so that we get another chance at the investor, 

96. Rayat then suggested that if the copywriter “can get the copy tweaked right away, 

we can start this new strategy sooner than later.” 

97. Rayat explicitly linked his “suggestions” to future payments to StreetAuthority, 

stating that “we have to show meaningful results to the CEOs [of RenovaCare and Company A], 

who need to make another transfer shortly,” referring to the next $50,000 monthly payments to 

StreetAuthority from RenovaCare and Company A. 

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98. On or around December 4, 2017, a StreetAuthority employee sent Rayat a text 

message attaching a draft version of the “separate single company ads and landers” he had requested 

that related to the Predictions Campaign. 

99. On or around December 5, 2017, Rayat had another telephone conference call 

with StreetAuthority representatives.  After that call, the StreetAuthority employee informed 

Rayat that “we’re ready to launch on ad networks whenever we’re given the green light.”  The next 

day, Harmel Rayat responded and approved the decision to restart the advertising campaign:  “I say 

we start up the machinery :).” 

100. On numerous other occasions, including on or around December 20, 2017, Rayat 

asked StreetAuthority employees to report on the performance of the Predictions Campaign, and 

weighed in on how they should proceed.  

D. Defendants Concealed Their Involvement In The Predictions Campaign 
StreetAuthority Promotion By Paying StreetAuthority Through Third Party 
Service Providers, Including Fleming  
 

101. Before StreetAuthority launched its promotion, Rayat arranged to have both 

RenovaCare and Company A pay StreetAuthority $50,000 per month through a series of third-

party service providers that he and Bhogal selected – initially IRC 1, followed by Fleming, and 

followed finally by IRC 2.  Each of these third party service providers worked on the 

StreetAuthority promotion at the direction of Rayat and Bhogal.  Although IRC 1 was replaced 

before the StreetAuthority promotion began, Fleming and IRC 2 each invoiced RenovaCare and 

Company A for StreetAuthority’s work promoting the companies.   

102. Initially, Rayat arranged for RenovaCare to pay IRC 1 a $2,500 per month 

retainer to prepare invoices and route payments between RenovaCare and StreetAuthority, but 

Rayat remained StreetAuthority’s primary source of information regarding RenovaCare.   

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103. Shortly before the Predictions Campaign launched on October 24, 2017, Rayat 

replaced IRC 1 with Fleming, under the same payment terms and with the same limited duties. 

Rayat arranged for RenovaCare to pay Fleming a $2,500 per month retainer to prepare invoices 

and route payments between RenovaCare and StreetAuthority.  This arrangement – which 

Fleming characterized as a “personal favor” to Rayat – served to conceal RenovaCare’s and 

Rayat’s involvement in and funding of the StreetAuthority promotion.  

104. On October 18, 2017, pursuant to Rayat’s instructions, Fleming had an 

introductory phone call with several representatives of StreetAuthority, after which they 

provided wire instructions for her to funnel payments from RenovaCare and Company A.   

E. Defendants Failed to Disclose Their Involvement In The Predictions 
Campaign And Intent To Sell 
 

105. Defendants knew, or were reckless in not knowing, that it was unlawful to 

promote RenovaCare stock while they intended to sell RenovaCare stock without disclosing this 

fact to investors.  For example, as a recidivist securities law violator, Rayat was well aware of 

the rules surrounding stock promotion.  In 2000, Rayat settled a case with the Commission in 

which he was charged with violating Section 17(b) of the Securities Act for failing to disclose 

compensation received relating to a stock promotion.  See SEC v. EquityAlert.Com, Inc. and 

Harmel S. Rayat, No. cv-00-146 (D. Ariz. Aug. 24, 2000).  Nonetheless, Defendants schemed to 

defraud investors by orchestrating and financing a promotion through StreetAuthority without 

disclosing their intent to sell, and later, their orchestrated sales of RenovaCare stock.  

106. Defendants could have accurately disclosed their involvement in the Predictions 

Campaign, and their intent to sell.  In an email on October 3, 2017, the StreetAuthority Owner 

asked Rayat to provide “disclaimer” language for StreetAuthority to use in the Predictions 

Campaign.  Rayat contacted RenovaCare’s Director, who provided draft disclaimer language that 

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had been used in earlier third-party promotions of RenovaCare by The Cheap Investor, 

Fleming’s newsletter.  Rayat provided this disclaimer to the StreetAuthority Owner, who worked 

with a lawyer referred by RenovaCare’s outside counsel to review it.   

107. In its final form, the disclaimer disclosed that StreetAuthority was compensated, 

and disclosed the ownership of RenovaCare shares by certain individuals involved in the 

Predictions Campaign, but it did not clearly explain that Rayat and RenovaCare were funding the 

Predictions Campaign, or that they were directly involved in creating and distributing 

promotional materials related to the campaign.  The language of the disclaimer that appeared in 

the promotional materials was very similar to the draft that Rayat gave the StreetAuthority 

Owner, but substituted Fleming and Inspiren for IRC 1 and substituted StreetAuthority for The 

Cheap Investor. 

108. Rather than clearly disclosing that Rayat and RenovaCare were funding the 

Predictions Campaign, the disclaimer stated that StreetAuthority did “not receive any direct cash 

payments in connection with the production of paid advertisements” for RenovaCare, which 

gave investors the impression that it was an objective recommendation of RenovaCare, when, in 

fact, it was orchestrated and funded by Rayat and RenovaCare.  

109. Furthermore, this disclaimer failed to disclose a number of material facts relating 

to the Defendants’ involvement in the promotion and intent to sell during it, including that: (1) 

RenovaCare was featured in the Predictions Report based on a verbal agreement between Rayat 

and StreetAuthority that RenovaCare would fund the Predictions Campaign; (2) Rayat, Bhogal, 

and Sidhu directly and indirectly owned and controlled millions of RenovaCare shares; (3) 

Rayat, Bhogal, Fleming, and Sidhu intended to sell their RenovaCare shares during the 

promotion; (4) Bhogal and Sidhu were actively selling RenovaCare shares as of November 8, 

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2018, while the promotion was on-going; (5) Fleming began actively selling RenovaCare shares 

as of January 3, 2018, when she transitioned her work with StreetAuthority on RenovaCare’s 

behalf to IRC 2; and (6) Rayat held financial interests in entities through which Bhogal and 

Sidhu sold stock.  

110. Some of StreetAuthority’s promotional materials, including the Predictions 

Report, contained this disclaimer while others, including periodic promotional emails and 

advertisements related to the campaign, included more limited language or no disclaimer at all.   

111. Defendants controlled the content of the disclaimer, which never disclosed 

Defendants’ involvement in the campaign or Defendants’ intent to sell RenovaCare shares while 

the company was being promoted.  Rayat and Fleming had the authority to direct StreetAuthority 

to amend its disclaimer, given their direct involvement in the Predictions Campaign and the fact 

they were funding the campaign through RenovaCare.  

112. StreetAuthority acknowledged Defendants’ influence.  For example, on January 3, 

2018, the StreetAuthority Owner sent an internal email concerning issues relating to its spending 

on the campaign, and stated, “It is very important that we spend the budget equally -- 

$50,000/month for each RCAR and $50,000/month for [Company A].  I think this is important to 

ensure that RCAR does not withdraw from the marketing program.”  Similarly, StreetAuthority’s 

publisher testified that Rayat had influence over the Predictions Campaign because he 

“controlled the purse strings at the end of the day.”  

113. By late December 2017, Rayat and Bhogal directed RenovaCare’s transition from 

Fleming to IRC 2, and Bhogal instructed IRC 2 regarding how to manage the StreetAuthority 

promotion on RenovaCare’s behalf.  On December 20, 2017, for example, Bhogal was copied on 

an email from IRC 2 to RenovaCare’s CEO forwarding a “Market Services Agreement” and an 

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initial invoice to RenovaCare “[f]urther to my conversations with Jay.”  Thereafter, Bhogal was 

in regular communication with IRC 2 as the Predictions Campaign continued into January and 

February 2018. 

114. Among other things, Fleming provided IRC 2 with the disclaimer she used while 

working with StreetAuthority, and then Rayat and Bhogal provided IRC 2 with guidance on 

updating the disclaimer for the StreetAuthority promotional campaign, and directed him to 

update and share it with StreetAuthority to be used in the promotional campaign.  The updated 

disclaimer was almost identical, except it replaced references to Fleming with IRC 2, and 

clarified that “out of pocket expenses” paid by RenovaCare included funding for the Promotions 

Campaign.  

115.  After talking to Bhogal and Rayat, on December 29, 2017, IRC 2 sent the 

StreetAuthority Owner “the attached disclaimer for updating your records pertaining to” 

RenovaCare and Company A, which StreetAuthority then followed the instructions and updated 

their promotional materials.   

116. These communications, among others, demonstrate that Defendants controlled the 

content of the disclaimer, which never clearly disclosed Defendants’ involvement in the 

campaign or Defendants’ intent to sell RenovaCare shares during the promotion. 

F. StreetAuthority’s Promotional Materials Included Materially False 
Statements  
 

117. The Predictions Campaign touted RenovaCare, notwithstanding the fact that the 

Company had no revenue and no commercially available product.  For example, the promotional 

materials claimed that the SkinGun was a “revolutionary wound-healing device,” and 

encouraged readers to buy RenovaCare stock and hold it for “10, 20x, even 40x gains.” 

118. StreetAuthority’s promotional materials also highlighted a case study of one 

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patient (“Patient A”), claiming that the SkinGun healed his burns “without scarring—in just three 

days” and showing purported “before” and “after” pictures: 

 

119. These pictures and statements were false:  (1) the SkinGun did not heal Patient 

A’s wounds in three days.  Instead, his skin remained discolored for at least a year after 

treatment; (2) the “before” photo was not Patient A’s arm, instead depicting a patient with more 

severe burns; and (3) the “after” picture was taken several years after his injury, not three days 

later.  

120. Rayat was the source of these false claims and pictures.  On July 26, 2017, he sent 

an email to StreetAuthority that contained the false “before” and “after” pictures, and on 

September 21, 2017, he emailed StreetAuthority additional marketing materials that contained 

the false claim that the SkinGun treatment had healed Patient A’s arm in three days.   

121. Rayat knew, or was reckless in not knowing, the truth.  On or about July 23, 2014, 

RenovaCare employees had discussed the actual results of Patient A’s treatment with Rayat, and 

sent him an accurate summary of Patient A’s treatment.  The summary explained that Patient A’s 

arm took months to heal, and included accurate pictures illustrating Patient A’s course of 

treatment.  The summary did not include the misleading pictures Rayat later sent to 

StreetAuthority. 

122. StreetAuthority’s promotional materials also claimed that the SkinGun “could 

soon be approved by the FDA . . . . RenovaCare has submitted a 510(k) filing to the FDA, which 

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permits the marketing of a medical device.  Now it’s just a matter of waiting on the FDA … so 

this device can be rolled out at every burn unit in the country.”  In fact, RenovaCare had applied 

to the FDA only for approval to use the SkinGun in clinical studies, not to make the SkinGun 

available to treat patients in clinic or hospital settings, and had withdrawn the 510(k) application 

more than a year earlier.   

123. Rayat knew, or was reckless in not knowing, the truth.  On April 14, 2017, Rayat 

discussed RenovaCare’s regulatory strategy in an email with an acquaintance, and acknowledged 

that RenovaCare did not have a pending 510(k) application. 

124. Rayat knew, or was reckless in not knowing, that the StreetAuthority promotions 

containing these false statements and fake “before” and “after” pictures would be disseminated 

to investors, because he reviewed StreetAuthority’s draft promotional materials prior to their 

release to the investing public, but he did nothing to correct them.   

125. On October 3, 2017, for example, the StreetAuthority Owner emailed Rayat a 

draft Predictions Campaign promotion for StreetAuthority’s Game-Changing Stocks newsletter 

that contained the false statements regarding FDA approval, the fake “before” and “after” 

pictures and the false claim that Patient A’s “arm healed without scarring—in just three days.” 

recovery.  After reviewing the draft, Rayat called the StreetAuthority Owner to suggest at least 

one change, but he did not suggest that they correct the false statements or replace the pictures. 

126. In an internal email dated October 10, 2017, the lead copy writer for the 

Predictions campaign circulated a document entitled “HIO report with 2 picks—Editorial 

Review, Harmel Changes” and wrote: 

 

 

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Here is the report back, with Harmel’s changes input 
… 
fyi, the doc that [the StreetAuthority Owner] reviewed with Harmel was one of the 
promos where nothing was identified, not this hybrid report where Harmel's stocks are 
identified.  
… 
He should probably review this at some point. 
 
127. Three versions of the draft promotion circulated internally at StreetAuthority on 

October 10, 2017, all with filenames including “Harmel Changes,” one of which included a 

comment that the copy writer had deleted language that “Har[m]el doesn’t want us to talk 

about.” 

G. Shortly After The Predictions Campaign Was Launched, Defendants Began 
Selling RenovaCare Shares  

 
128. The StreetAuthority promotion of RenovaCare went public on October 24, 2017.  

At the time, RenovaCare stock was trading around $3 per share, and its daily trading volume was 

about 10,000 shares per day.  By early November, the Predictions Campaign began to have its 

intended effect.  On November 7, 2017, RenovaCare stock price rose to nearly $4 per share (up 

about 30% from October 24), and trading volume was over 60,000 shares (up about 600 percent). 

129. In early November 2017, while Fleming and Rayat worked with StreetAuthority 

and RenovaCare on the promotional campaign, Sidhu and Bhogal began selling RenovaCare 

shares in a highly coordinated manner.  Their trades tracked the Predictions Campaign, and 

evidences their knowing participation in the scheme.    

130. On November 8, 2017, Bhogal and Sidhu began selling RenovaCare shares.  

Between November 8 and December 7, 2017, they sold more than 100,000 shares at historically 

high prices.   

131. In early December 2017, Rayat directed StreetAuthority to pause advertising 

related to the Predictions Campaign while he considered how to maximize the effectiveness of 

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the campaign.  On December 8, 2017, Bhogal and Sidhu stopped trading.   

132. On or about December 11, 2018, Rayat directed StreetAuthority to resume 

advertising the Predictions Campaign.  Bhogal and Sidhu again waited for the campaign to 

impact the market before both resumed selling RenovaCare stock.  Between December 18, 2017, 

and January 3, 2018, Sidhu sold over 30,000 shares, and Bhogal sold over 131,000 shares. 

133. On January 3, 2018, a day after Rayat and Bhogal replaced her with IRC 2 and 

she stopped handling RenovaCare’s payments to StreetAuthority for the Predictions Campaign, 

Fleming sold 7,000 shares of RenovaCare stock.  She did so despite having been directly 

involved in the campaign, and with knowledge that the paid promotion she had helped organize 

was ongoing.  

134. During the Predictions Campaign, Sidhu, Bhogal, and Fleming ultimately sold 

more than 1 million shares of RenovaCare stock through at least seven brokerage accounts.   

135. By November 8, 2017, Bhogal knew, or was reckless in not knowing, about the 

Predictions Campaign, including because:  (1) Bhogal’s transactions in RenovaCare stock 

tracked the timing and progress of the StreetAuthority promotion; (2) on September 21, 2017, 

Rayat forwarded to Bhogal an email between Rayat and StreetAuthority concerning the 

campaign; (3) on October 6, 2017, Bhogal participated in a phone call with StreetAuthority 

representatives and Rayat; (4) on October 31, 2017, Bhogal attended a RenovaCare Board 

meeting, a presentation for which included an item stating that the company planned to spend 

$300,000 on investor relations through March 2018, an amount consistent with Rayat’s 

agreement that RenovaCare would pay Street Authority $50,000 per month to fund the 

campaign; (5) on November 8, 2017, a friend sent Bhogal a StreetAuthority campaign email 

promoting RenovaCare and Company A; and (6) in September 2017, Bhogal received two emails 

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concerning Rayat’s attempts to sell his shares.  

136. By November 8, 2017, Sidhu knew, or was reckless in not knowing, about the 

Predictions Campaign, including because: (1) Sidhu’s transactions in RenovaCare stock tracked 

the timing and progress of the campaign; (2) he was in daily contact with Rayat while Rayat 

worked on the campaign;  (3) in August 2017, Rayat asked Sidhu to send a package to a 

StreetAuthority representative; (4) Sidhu planned two of Rayat’s trips to visit StreetAuthority in 

Austin; (5) on November 2, 2017, Rayat sent Sidhu an email stating, “Jeet, I need to be in Austin 

for at least one night during the week of November 27 . . . . Let’s discuss tomorrow;” (6) Sidhu 

managed and tracked the RenovaCare shares held by Rayat and Bhogal, and assisted with the 

company’s private sales of stock to Rayat, Sidhu, and other of Rayat’s friends in July and 

October 2017.  

III. Step Three (Misrepresentation, Omissions, and Related Fraudulent Conduct):  In 
Response To OTC Markets’ Inquiry, RenovaCare And Rayat Issued A Materially 
False Press Release Denying Any Involvement In The Predictions Campaign  

 
A. On January 3, 2018, OTC Markets Required RenovaCare To Disclose The 

Company’s Role In The StreetAuthority Promotion  
 
137. On or around January 2, 2018, OTC Markets, which supervised the OTCQB Tier 

in which RenovaCare stock was quoted, learned of StreetAuthority’s ongoing promotion of 

RenovaCare.  OTC Markets has a strict disclosure policy regarding company promotions, and 

companies that violate the policy may be removed from the OTCQB Tier and relegated to the 

less desirable OTC Pink Open Market Tier, which can negatively impact a stock’s trading 

volume and share price. 

138. Consistent with this policy, around noon on January 3, 2018, OTC Markets sent 

RenovaCare a letter requiring the Company make public disclosures relating to the 

StreetAuthority promotion.  Attached to the letter was a January 2, 2018, Predictions Campaign 

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promotion for Game-Changing Stocks, a StreetAuthority newsletter.  The promotional “copy” 

was based on information from RenovaCare’s investor relations program that had been provided 

to StreetAuthority by Rayat, and the promotional language had been reviewed by Rayat prior to 

publication.  In fact, the promotion, which included the false statements about FDA approval and 

Patient A’s course of treatment, as well as the fake “before and after” pictures, was an updated 

version of the promotion the StreetAuthority Owner emailed to Rayat for his review on October 

3, 2017. 

139. OTC Markets’ letter demanded that RenovaCare issue a press release concerning 

its involvement in the January 2, 2018 StreetAuthority promotion, including:   

a. “the date on which the Company became aware of the promotional activities;”  

b. “[a] written summary of the Company’s understanding of the promotional 
activities,” and “[i]f the company was involved in the dissemination or payment 
of promotional material, … direct language describing the company’s 
involvement and a description of any engagements and/or agreements relating to 
the promotional material;”  

c. “whether the company has editorial control over the content in the promotional 
materials;” and  

d. “[w]hether, after inquiry of management, the directors and control persons, its 
officers, directors, any controlling shareholders (defined as shareholders owning 
10% or more of the company’s securities), or any third party service providers 
have, directly or indirectly, been involved in any way (including payment of a 
third-party) with the creation or distribution of promotional materials related to 
the Company and its securities.” 

B. On January 3, 2018, Rayat Instructed StreetAuthority To Pause The 
Predictions Campaign, And Defendants Paused Their Selling 

 
140. On January 3, 2018, a few hours after RenovaCare received OTC Markets’ 

inquiry, Rayat instructed StreetAuthority to pause the Predictions Campaign while he, Bhogal, 

and RenovaCare considered how to respond to the inquiry.  

141. As of January 3, 2018, Sidhu and Bhogal were actively selling RenovaCare 

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shares, and Fleming had just begun selling RenovaCare shares after her duties were transitioned 

to IRC 2.  After RenovaCare received the inquiry from OTC Markets, Bhogal, Fleming and 

Sidhu stopped trading, and did not sell any more shares for nearly a week.  

C. On January 8, 2018 Rayat, Bhogal, And RenovaCare Made And Issued A 
Materially False Press Release Denying Any Involvement In The 
StreetAuthority Promotion 

 
142. On January 3, 2018, Rayat held several conference calls with RenovaCare’s CEO, 

RenovaCare’s Director, and Bhogal to discuss the response to OTC Markets.   

143. By January 4, 2018, Rayat had assembled a team and was working on a draft 

press release, with Bhogal’s assistance.  Bhogal had numerous discussions with IRC 2 

concerning RenovaCare’s response, and provided information for IRC 2 to share with Rayat and 

RenovaCare in the drafting of the release.  Rayat again had several conference calls with the 

RenovaCare director, RenovaCare’s CEO, and Bhogal to discuss the draft press release.  Bhogal 

also received several of the coordinating emails.  

144. On January 5, 2018, the RenovaCare director emailed Rayat, RenovaCare’s CEO, 

and Bhogal to request a follow-up conference call “to discuss/review and edit the revised draft” 

of the press release.  Shortly thereafter, Rayat replied by email to suggest they talk on January 7, 

2018, and noted that he would send his comments on the draft press release by the following day.  

That day, Rayat also had several calls with the RenovaCare director to discuss the draft. 

145. On January 7, 2018, Rayat, RenovaCare’s CEO, and the RenovaCare director 

again discussed RenovaCare’s draft press release.  A draft press release dated shortly after the 

call contained only minor differences from the draft the company would ultimately issue.  

146. On January 8, 2018, at 12:57 p.m., Rayat emailed RenovaCare’s CEO a final 

version of the draft press release, and instructed him to add the Company’s boilerplate “about us” 

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and “disclaimer” language to the draft.  A few minutes later, at 1:14 p.m., RenovaCare’s CEO 

forwarded the draft press release to IRC 2, noting that it was the final draft of the press release.  

As Rayat had instructed, RenovaCare’s CEO requested that the consultant add the “about us” 

and “disclaimer” language and issue the press release at 3:45 p.m. 

147. On January 8, 2018, at 3:45 p.m., RenovaCare publicly issued the press release 

drafted by Rayat and RenovaCare and responding to OTC Markets’ inquiry via BusinessWire 

(“January 8 Press Release”).  It was not signed by any individual. 

148. Rayat instructed RenovaCare to issue the January 8 Press Release at 3:45 p.m., 

because he wanted to limit the potential impact of the Press Release by releasing it shortly before 

the market closed at 4 p.m.  Bhogal assisted Rayat and RenovaCare in disseminating the January 

8 Press Release, and he helped IRC 2 to correct an issue with this timing. 

149. To further reduce the market impact of the January 8 Press Release, Rayat and 

RenovaCare also issued RenovaCare’s year-end “Shareholder Update” at 9 a.m. on January 9, 

2018. 

150. On January 12, 2018, RenovaCare publicly filed a Form 8-K with the 

Commission, signed by RenovaCare’s CEO, that attached a copy of the January 8 Press Release. 

151. Based on his involvement in the Predictions Campaign on RenovaCare’s behalf, 

Rayat possessed the knowledge required to accurately answer OTC Market’s inquiry regarding 

the campaign, and as RenovaCare’s controlling shareholder he had ultimate control over the 

content and dissemination of the press release to the public.  Rayat’s involvement in the drafting 

process, including his January 8, 2018, email to RenovaCare’s CEO, and the CEO’s adherence to 

his instructions, also demonstrates his authority and control over the content and public 

dissemination of the statement.   

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D. The January 8 Press Release Contained Materially False Statements And 
Omissions 
 

152. The January 8 Press Release contained numerous material misrepresentations and 

omissions concerning Rayat’s and RenovaCare’s involvement in the Predictions Campaign. 

153. First, the January 8 Press Release stated that Rayat and RenovaCare had no 

involvement in the StreetAuthority promotion: 

“[T]he Company, its executive officers, directors or, its controlling shareholder, 
or any third-party service providers have, directly or indirectly[] not been 
involved in any way (including payment of a third-party) with the creation or 
distribution of promotional materials, including the annual predictions report, 
related to the Company and its securities.”  (emphasis in original). 

 
154. This statement was materially false.  Rayat was RenovaCare’s controlling 

shareholder, and he was directly involved in the creation of StreetAuthority’s promotional 

materials, including the Predictions Report.  Among other things, he: (i) provided detailed 

information about RenovaCare to StreetAuthority representatives, including the lead author of 

the Predictions Report; (ii) reviewed and commented on draft promotions and advertisements 

before and during the Predictions Campaign; and (iii) consulted with StreetAuthority throughout 

the campaign concerning advertising and distribution of the Predictions Report and other 

promotional materials related to RenovaCare. 

155. In addition, Rayat, RenovaCare’s CEO, and the Company’s third-party investor 

relations consultants, including Fleming, were all involved in the distribution of 

StreetAuthority’s promotional material by funding the Predictions Campaign, and Rayat had 

numerous discussions with StreetAuthority regarding how campaign promotional materials 

should be distributed. 

156. Second, the January 8 Press Release claimed that RenovaCare was “not affiliated 

in any way with the authors of the annual predictions report or its publisher.”  Again, this was 

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materially false.  RenovaCare was affiliated with StreetAuthority as a paying customer. 

157. Third, the January 8 Press Release claimed that RenovaCare “had no editorial 

control over the content” of the promotion, including the Predictions Report.  This was 

materially false.  Rayat, RenovaCare’s controlling shareholder and agent, reviewed, commented 

on, and edited promotional materials, including the Predictions Report, before and during the 

Predictions Campaign.  And Rayat and RenovaCare had the “power of the checkbook” – if either 

was dissatisfied with the content of the Predictions Report or other promotional materials, or the 

timing or content of advertising related to the Predictions Campaign, they could have refused to 

fund the campaign at the outset or at any time during the campaign. 

158. Fourth, the January 8 Press Release stated that RenovaCare “was not involved in 

the creation, or directing the dissemination, of [StreetAuthority’s Predictions] report.”  This 

statement was materially false.  Rayat, on behalf of RenovaCare, was involved in the creation of 

the Predictions Report.  He provided detailed information to StreetAuthority to include in the 

report, and he reviewed and commented on draft promotions and advertisements before and 

during the Predictions Campaign.  Rayat was also involved in directing the dissemination of the 

report, including weighing in on the timing, content, and placement of advertisements related to 

the campaign, all of which were funded by RenovaCare.  For example, on January 3, 2018, a few 

hours after RenovaCare received OTC Markets’ inquiry, Rayat instructed StreetAuthority to 

pause the Predictions Campaign. 

159. Fifth, the January 8 Press Release contained material omissions regarding Rayat 

and RenovaCare’s awareness and involvement in the StreetAuthority promotion and the 

Predictions Report.  OTC Markets required that RenovaCare disclose “the date on which it 

became aware of the promotional activities.”  RenovaCare and Rayat failed to disclose that 

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Rayat became aware of the campaign when he approached StreetAuthority in July 2017, and that 

the Company was aware of the Predictions Campaign no later than November 8, 2017, when the 

Company’s CEO received an invoice from Fleming that included line items for “StreetAuthority 

– Media Spend” and “StreetAuthority - $50,000 Monthly Fee.”   

160. These misrepresentations and omissions were material.  Small companies like 

RenovaCare with illiquid and low-priced shares are susceptible to schemes to fund misleading 

promotions to increase a company’s stock price and trading volume to benefit corporate insiders 

and controlling shareholders, which is exactly what the Defendants did here.   

161. OTC Markets’ disclosure policy is premised on the fact that investors would want 

to know the truth.  Failure to comply with the disclosure policy can result in a company’s 

removal from the OTCQB Tier and a downgrade to the OTC Pink Open Market Tier, which 

could have a substantial impact on a stock’s price and trading volume. 

162. As explained in more detail below, this is exactly what happened here.  On 

February 23, 2018, OTC Markets downgraded RenovaCare to its lower tier “pink sheets” trading 

tier after it became aware of further promotional activity, and RenovaCare’s share price dropped 

almost immediately, from $9 per share to $6.28 per share. 

163. RenovaCare and Rayat knew, or were reckless in not knowing, that the January 8 

Press Release was false when they made and issued it to the investing public.  Given his personal 

participation in the StreetAuthority promotion, Rayat knew, or was reckless in not knowing, that 

the January 8 Press Release contained material misstatements and omissions.  As RenovaCare’s 

agent with respect to StreetAuthority, and as the Company’s controlling shareholder, Rayat’s 

knowledge is imputed to RenovaCare.  And the Company’s CEO was aware that the company 

was funding the Predictions Campaign.   

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164. Rayat caused RenovaCare to issue the misleading January 8, 2018 Press Release 

in order to further conceal Defendants’ role in both the Predictions Campaign and the overall 

fraudulent scheme to manipulate and scalp RenovaCare stock. 

E. Rayat And Bhogal Aided And Abetted The False Statements In The January 
8 Press Release 

 
165. Rayat and Bhogal also aided and abetted RenovaCare’s materially false 

statements and omissions.  They knowingly or recklessly substantially assisted RenovaCare by 

participating in the drafting and dissemination of the fraudulent January 8 Press Release and 

related Form 8-K.  Rayat and Bhogal knew, or were reckless in not knowing, that the January 8 

Press Release contained material misstatements and omissions.  For example, Rayat knew that he 

orchestrated and directed the StreetAuthority promotional campaign, and he knew that 

RenovaCare was funding the campaign through a series of third-party service providers.   

166. Bhogal knew, or was reckless in not knowing, Rayat’s and RenovaCare’s role in 

the Predictions Campaign no later than September 21, 2017, when Rayat forwarded him an email 

concerning the campaign.  Bhogal also participated in at least one telephone conference with 

StreetAuthority before the start of the campaign, and by no later than December 28, 2017, 

Bhogal was coordinating the transition from Fleming to IRC 2, and described the nature of the 

relationship between StreetAuthority and RenovaCare to IRC 2.     

IV. Step Four (Manipulative Trading And Related Conduct): After Issuing the January 
8 Press Release, Defendants Restarted The Predictions Campaign And Resumed 
Trading 

 
167. After issuing the false January 8 Press Release, Defendants restarted the 

Predictions Campaign, resumed selling shares, and engaged in deceptive conduct to support 

RenovaCare’s share price and trading volume. 

 

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A. Defendants Restarted The StreetAuthority Promotion 
 

168. While Rayat, RenovaCare’s CEO, and Bhogal were working on a response to the 

OTC Markets inquiry, Rayat and Bhogal were working with IRC 2 prepare to restart the 

Predictions Campaign.  On January 5, 2018, they initiated a review of StreetAuthority’s 

promotional materials to allow StreetAuthority to support the claim that the promotional “copy” 

was based on publicly available information.  During this process, IRC 2 and the Company 

identified several misstatements, and corrected some of them.  While the review was ongoing, 

and notwithstanding ongoing and extensive communications with StreetAuthority regarding the 

promotional campaign, RenovaCare issued the January 8 Press Release disavowing any 

affiliation with StreetAuthority or involvement in the campaign.  

169. On January 22, 2018, Defendants, IRC 2, and StreetAuthority completed the 

content review, and Rayat authorized StreetAuthority to resume the Predictions Campaign.  

B. Defendants Resumed Their Coordinated Trading  
 

170. After issuing the false and misleading January 8 Press Release, Defendants also 

resumed trading RenovaCare stock.  On January 9, 2018, Fleming bought 370 shares, despite the 

fact that RenovaCare stock was trading near a historic high, and the fact that she owned more 

than 100,000 shares at a lower cost basis.  Her trading was intended to create an artificial 

impression of demand for the stock to assist in maintaining share price and trading volume and 

counteract any negative market reaction to the January 8 Press Release.   

171. Between January 9 and January 22, 2018, Bhogal and Sidhu sold some shares, but 

after January 22, 2018, Defendants’ trading pattern took off, again in a coordinated fashion.  

Bhogal, Sidhu, and Fleming all started by selling small amounts until about a week after 

StreetAuthority resumed the Predictions Campaign, when they began taking turns selling large 

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quantities of shares.   

172. First, Bhogal ramped up his selling to over 50,000 shares per day on January 26.  

On January 30, 2018, Bhogal sold 133,900 shares through Alberta Ltd.’s account, which left him 

with only about 10,000 shares in that account.  

173. Second, on January 31, 2018, Sidhu ramped up his activity, selling over 150,000 

shares that day and at least 50,000 shares per day for the rest of that week.  Fleming also 

continued to sell on most trading days in this time period, selling approximately 25,000 shares 

between January 29 and February 2, 2018.   

174. This coordinated pattern of trading continued until February 7, 2018, when 

another threat to Defendants’ scheme emerged.  

C. Rayat And Bhogal Caused RenovaCare To Issue Press Releases To 
Counteract Negative Press And Complement The Predictions Campaign 

 
175. On February 7, 2018, RenovaCare received an inquiry from an online financial 

media company (“Media Company 1”).  Media Company 1 asked RenovaCare to answer several 

questions that suggested Media Company 1’s view that RenovaCare was involved in a pump-

and-dump scheme.  

176. IRC 2 discussed Media Company 1’s inquiry with Bhogal and Rayat, and they 

decided to take action to counteract anticipated negative market reaction to the planned article.  

Bhogal, Rayat, and others immediately prepared a draft RenovaCare press release attacking the 

credibility of Media Company 1 and the negative article they anticipated.   

177. The next morning, on February 8, 2018, Media Company 1 published an article 

on RenovaCare that, among other things, called it “the most dangerous stock covered to date.”  

In response, Rayat and Bhogal directed RenovaCare to issue a press release on February 12, 

2018.  Rather than responding to the facts in Media Company 1’s article, this press release 

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attacked the credibility of its authors.  

178. Defendants further attempted to counteract this negative news by doubling 

StreetAuthority’s promotional budget for the Predictions Campaign.  On the morning of 

February 8, 2018, IRC 2 emailed StreetAuthority, ordering the promoter to double the 

advertising budget for the next two weeks “from its current spend of $12,500 to $25,000 per 

week.”  Soon thereafter, Rayat contacted another StreetAuthority representative and reiterated 

the request, noting that “It’s kinda important that it gets turned on sooner rather than later.”  

StreetAuthority quickly implemented these instructions. 

179. Rayat also consulted with StreetAuthority to strategize ways to respond to Media 

Company 1’s negative coverage.  In response, on February 12, 2018, the StreetAuthority Owner 

emailed Rayat and other StreetAuthority representatives and stated,  

“What can we do?  
 
I recommend, if [RenovaCare] will issue any PR release, that you 
should not address this article at all.  The release should be about a 
positive story about Renova[C]are.  If you have news on the FDA 
or your submission to the FDA address that . . . .  
 
My sense is that I do not think this negative story has received a 
great deal of press/readership.  The stock is up .54% and trading 
volume is pretty decent at mid-day. 
 
Regarding additional marketing exposure, I spoke with [another 
StreetAuthority representative] to crank up the spend. . . .  
 
I think it is important to keep a steady spend to keep [the] volume 
up and the stock price up.” (emphasis added) 

 

180. Just as the StreetAuthority Owner suggested, RenovaCare issued a press release 

on February 15, 2018, announcing a “successful FDA meeting,” despite the fact that the meeting 

had occurred a year earlier.  Rayat and Bhogal were involved in the drafting and dissemination 

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of this press release, which was intended to complement the promotional campaign and 

Defendants’ manipulative trading.  

181. A week later, Defendants coordinated another RenovaCare press release with the 

Predictions Campaign.  On February 21, 2018, Rayat and Bhogal drafted and disseminated 

another RenovaCare press release announcing that RenovaCare “secures [a] patent victory.”  In 

fact, this “victory” had occurred months earlier, in December 2017.  Shortly after this press 

release was issued, Rayat forwarded a link to StreetAuthority Owner and another representative, 

stating that the release was “fresh off the presses and still warm.”  The StreetAuthority Owner 

replied, “Just read the story . . . Need to figure out how to leverage this news on other media.”  

182. Furthermore, on February 23, 2022, working at Rayat’s and/or Bhogal’s direction, 

IRC 2 emailed StreetAuthority to provide internet links “for the most recent news related to 

[RenovaCare and Company A] to update your copy.” By “copy,” IRC 2 meant StreetAuthority’s 

promotional materials.   

D. Defendants Supported The Scheme Through Manipulative Trading 
 
183. By February 8, 2018, Sidhu, Bhogal, and Fleming also took other steps to bolster 

RenovaCare’s share price and trading volume.  First, they stopped selling shares, which could 

depress the share price.  Second, they soon began aggressively buying RenovaCare stock at 

historically high prices to artificially inflate the market.   

184. On February 9, 2018, Sidhu bought 15,000 RenovaCare shares.  Despite owning 

millions of shares at no cost basis, he bought additional shares at then-near historic high prices of 

more than $7 per share.  This purchase had no economic justification other than to manipulate 

the share price and trading volume by creating a false impression of investor interest in the stock.  

185. On February 12, 2018, Media Company 1 issued another negative article 

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suggesting that RenovaCare was involved in a pump-and-dump scheme. 

186. In response, that same day and continuing throughout that week, Sidhu purchased 

more RenovaCare stock.  In all, between February 9, 2018, and February 16, 2018, Sidhu 

purchased over 155,000 shares of RenovaCare stock at near historically high prices, often 

placing purchase orders at or above the highest market prices at the time, which increased the 

effect of his orders on the market.  Again, Sidhu had no economic justification for these 

purchases other than to manipulate the share price and trading volume by creating a false 

impression of investor interest in the stock for the purpose of inducing its purchase or sale by 

others.   

187. In coordination with Sidhu, between February 12 and 16, 2017, Fleming also 

placed several purchase orders and ultimately purchased 3,200 shares of RenovaCare stock, with 

no economic justification other than to manipulate the share price and trading volume by creating 

a false impression of investor interest in the stock for the purpose of inducing its purchase or sale 

by others.   

188. Bhogal also engaged in manipulative trading during this period.  On February 20 

and 21, 2018, Bhogal placed several buy orders for RenovaCare stock to further support 

RenovaCare’s share price and trading volume.  Although these orders were never executed, they 

created a false impression of demand for the stock at the order prices. At the time, RenovaCare 

stock reached a new all-time high of over $10.50 per share, and Bhogal held millions of shares of 

RenovaCare stock at a low or no cost basis.  These buy orders were intended to manipulate the 

market for the purpose of inducing its purchase or sale by others.  

189. From February 21 to 22, 2018, Fleming and Sidhu resumed selling shares as the 

Predictions Campaign continued. 

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190. At the time, Sidhu, Bhogal, and Fleming knew, or were reckless in not knowing, 

that they were engaged in manipulative trading of RenovaCare stock, based on the highly 

coordinated nature of their trading with each other’s trades and with the ongoing promotional 

activity, the nature and timing of their purchases, and the fact that they all owned substantial 

shares at a low or no cost basis at a time they were buying more stock at historically high prices.   

E. On February 9, 2018, RenovaCare Filed A New S-1 Seeking To Register 
Millions Of Restricted Shares Owned By Defendants 

 
191. In the midst of the pump-and-dump scheme, Defendants also sought to “reload” 

on stock by registering additional restricted RenovaCare shares to be sold.  On February 9, 2018, 

RenovaCare issued a new Form S-1 that sought to register for resale over 4.4 million shares held 

by Rayat and his associates, including:  (i) 2.42 million shares held by Kalen Capital; (ii) 

900,000 shares held by a friend of Rayat; (iii) 508,636 shares held by Bhogal through Alberta 

Ltd.; and (iv) 355,000 shares held by Sidhu.  The shares RenovaCare sought to register included 

shares purchased in the July and October 2017 offerings.  Sidhu assisted RenovaCare’s filing of 

the February 9, 2018 S-1 by providing information on his, Rayat’s, and Bhogal’s share holdings.   

F. In February 2018, the Scheme Collapsed  
 

192. On February 23, 2018, after becoming aware of further promotional activity 

related to RenovaCare, OTC Markets downgraded the Company’s stock to the OTC Pink Open 

Market Tier, also known as the “pink sheets,” and placed a “Caveat Emptor” (“buyer beware”) 

warning and skull and crossbones symbol on RenovaCare’s company profile.   

193. After OTC Markets acted in response to the ongoing promotional activity, 

RenovaCare’s share price plummeted, and Defendants abandoned their scheme.  Shortly 

thereafter, Defendants directed StreetAuthority to halt the Predictions Campaign.  

 

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V. The Scheme’s Final Result:  The Defendants Reaped Millions 
 
194. The fraudulent scheme orchestrated by Defendants was ultimately successful, 

allowing Defendants to sell millions of shares of RenovaCare stock at artificially inflated prices 

and obtain millions of dollars of ill-gotten gains.  

A. RenovaCare’s Share Price And Trading Volume Increased Dramatically 
During The Predictions Campaign 

  
195. As internet users clicked on tens of thousands of RenovaCare ads during the 

StreetAuthority promotional campaign, RenovaCare’s share price and trading volume increased 

dramatically.  For example, a single online platform, one of several that StreetAuthority used to 

promote RenovaCare, generated over 20,000 clicks from internet users.  On October 23, 2017, 

shortly before the Predictions Campaign began, RenovaCare stock price closed at $3.10 per 

share.  By January 5, 2018, it had risen to $4.91 per share, an approximately 58 percent increase, 

and on February 21, 2018, RenovaCare stock traded at an all-time high of over $10.50 per share.  

B. Defendants Reaped Millions From Their Sales of RenovaCare Shares At 
Artificially Inflated Prices 

 
196. Collectively, Defendants reaped millions from the scheme.  During the 

StreetAuthority promotional campaign, Sidhu, Bhogal, and Fleming ultimately sold more than 

one million shares of RenovaCare stock through at least six separate accounts and obtained more 

than $7 million in trading proceeds:  

Account 
Holder 

Beneficial 
Owner 

Brokerage 
Firm 

How Acquired 
Shares 

Shares Sold 
Between 
October 24, 
2017 and 
February 
28, 2018 

Sale 
Proceeds 

Treadstone 
LLC 
(Relief 
Defendant) 

Jeet Sidhu Broker-
Dealer A 

Treadstone Ltd. 
Purchase from Rayat 
in exchange for 
preferred shares 

265,839 $1,598,185 

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Jeet Sidhu Jeet Sidhu Broker-
Dealer B 

Collingwood 
purchase in 2013 in 
exchange for loan 
from Rayat, and open 
market purchases in 
February 2018 

332,360 $2,867,023 

Alberta Ltd.  
(Relief 
Defendant) 

Jatinder 
Bhogal 

Broker-
Dealer B 

Alberta Ltd. 
Purchase from Rayat 
in exchange for 
preferred shares 

491,364 $2,659,410 

Sharon 
Fleming 

Sharon 
Fleming 

Broker-
Dealer C 

July 2008 company 
private placement 
when Rayat was its 
CEO 

52,200 $380,802 

TOTAL $7,505,420 
  

197. In addition to the above sales, between December 2017 and February 2018, Sidhu 

transferred another 500,000 of Blackbriar Ltd.’s RenovaCare shares to an account with a broker-

dealer outside the United States, and sold at least some of those shares on a U.S.-based exchange 

during the Relevant Period.  Sidhu also transferred another 250,000 shares in his name that 

originated from Collingwood’s purchase in 2013 to an account with a broker-dealer outside the 

United States, and sold at least some of those shares on a U.S.-based exchange during the 

Relevant Period.  Sidhu ultimately sold RenovaCare shares from five brokerage accounts while 

the Predictions Campaign was ongoing.    

198. While Defendants engaged in this selling, Rayat continued to maintain millions-

of-dollars of financial interests with Bhogal and Sidhu individually and/or through entities they 

owned and controlled, including Alberta Ltd. and Blackbriar Ltd.  

199. In addition to acting directly in furtherance of the scheme alleged in this 

Complaint, Defendants acted through a variety of third parties—both individuals and entities—to 

execute the scheme.  Defendants organized a false promotion of RenovaCare through 

StreetAuthority, and arranged for RenovaCare to pay StreetAuthority through a series of third-

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party service providers, for the fraudulent purpose of concealing their involvement in the 

StreetAuthority promotional campaign.  Defendants could not directly promote RenovaCare 

stock while intending to sell and selling RenovaCare stock—an inherently deceptive practice 

known as scalping—without violating the Federal securities laws.  Nor could Defendants directly 

make material misrepresentations about RenovaCare.  They therefore acted through third parties 

to avoid direct liability while monetizing their scheme.   

200. Rayat also acted through Bhogal, Sidhu, and Fleming to maintain a beneficial 

interest in the RenovaCare shares they sold during the promotional campaign, while Bhogal, 

Sidhu, and Fleming acted through Rayat to promote RenovaCare.  Collectively, Rayat, Bhogal, 

Sidhu, and Fleming acted through RenovaCare to monetize the scheme by distributing millions 

of shares of RenovaCare stock to themselves and entities they controlled, and to ensure that the 

shares were registered for resale in advance of the StreetAuthority promotional campaign.  The 

scheme involved several deceptive acts, misrepresentations, and omissions, including scalping, 

manipulative trading, and false statements, all of which violated the securities laws.  Defendants 

are liable for these acts, misrepresentations, and omissions, notwithstanding the fact that they did 

so to some extent through or by means of other individuals and entities.  

C. The Relief Defendants Received Ill-Gotten Gains 

201. Relief Defendant Treadstone Ltd. received ill-gotten funds transferred to it or for 

its benefit by the Defendants.  Treadstone Ltd. has no legitimate claim to the ill-gotten funds it 

directly or indirectly received, and accordingly, Treadstone Ltd. should be required to disgorge 

the amounts it directly or indirectly received from Defendants. 

202. Relief Defendant Treadstone LLC received ill-gotten funds transferred to it or for 

its benefit by the Defendants.  Treadstone LLC has no legitimate claim to the ill-gotten funds it 

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directly or indirectly received, and accordingly, Treadstone LLC should be required to disgorge 

the amounts it directly or indirectly received from Defendants. 

203. Relief Defendant Blackbriar Ltd. received ill-gotten funds transferred to it or for 

its benefit by the Defendants.  Blackbriar Ltd.  has no legitimate claim to the ill-gotten funds it 

directly or indirectly received, and accordingly, Blackbriar Ltd. should be required to disgorge 

the amounts it directly or indirectly received from Defendants. 

204. Relief Defendant Alberta, Ltd. received ill-gotten funds transferred to it or for its 

benefit by the Defendants.  Alberta, Ltd. has no legitimate claim to the ill-gotten funds it directly 

or indirectly received, and accordingly, Alberta, Ltd. should be required to disgorge the amounts 

it directly or indirectly received from Defendants. 

FIRST CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and  

Rule 10b-5 Thereunder 
(Against All Defendants) 

 
205. Paragraphs 1-14, 24-32, 45-164, and 167-200 of this Complaint are re-alleged and 

incorporated by reference herein.  

206. By engaging in the conduct alleged in this Complaint, specifically by engaging in 

deceptive acts by orchestrating, funding, and participating in the Predictions Campaign while 

intending to sell RenovaCare common stock, providing StreetAuthority with false information 

regarding RenovaCare and its products, participating in the drafting and dissemination of 

StreetAuthority promotions, which contained materially false and misleading statements and 

omissions, arranging for and making payments between RenovaCare and StreetAuthority 

through a third party to conceal the source of those payments, drafting and disseminating the 

January 8 Press Release and related Form 8-K, both of which contained materially false and 

misleading statements and omissions, and buying and selling RenovaCare common stock in a 

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manipulative manner, Defendants, directly or indirectly, in connection with the purchase or sale 

of a security, by use of the means or instrumentalities of interstate commerce, of the mails, or of 

the facilities of a national securities exchange, with scienter, employed devices, schemes, or 

artifices to defraud, made one or more untrue statements of material fact or omitted to state one 

or more material facts necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading, and engaged in acts, practices, or 

courses of business which operated or would operate as a fraud or deceit upon other persons. 

207. By reason of the foregoing, Defendants violated, and unless restrained and 

enjoined will continue to violate, Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and 

Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5. 

SECOND CLAIM FOR RELIEF 
Aiding and Abetting Violations of Exchange Act Section 10(b) and 

Rule 10b-5(b) Thereunder 
(Against Rayat and Bhogal) 

 
208. Paragraphs 1-14, 24-32, and 45-200 of this Complaint are re-alleged and 

incorporated by reference herein.  

209. By engaging in the conduct alleged in this Complaint, specifically by drafting and 

disseminating the false January 8 Press Release and related Form 8-K containing materially false 

statements and omissions, RenovaCare, directly or indirectly, singly or in concert, in connection 

with the purchase or sale of securities and by use of the means or instrumentalities of interstate 

commerce, or the mails, or the facilities of a national securities exchange, knowingly or 

recklessly made one or more untrue statements of a material fact or omitted to state one or more 

material facts necessary in order to make the statements made, in light of the circumstances 

under which they were made, not misleading. 

210. Rayat and Bhogal, knew, or were reckless in not knowing, that RenovaCare was 

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engaged in the unlawful conduct alleged in this Complaint, and they knowingly or recklessly 

substantially assisted and participated in the wrongdoing.  Rayat and Bhogal provided substantial 

assistance to RenovaCare by participating in the drafting and dissemination of RenovaCare’s 

false January 8 Press Release and related Form 8-K.   

211. By reason of the foregoing, pursuant to Section 20(e) of the Exchange Act, 15 

U.S.C. § 78t(e), Rayat and Bhogal aided and abetted RenovaCare’s violations of Exchange Act 

Section 10(b), 15 U.S.C. § 78j(b), and Rule 10b-5(b) thereunder, 17 C.F.R. § 240.10b-5(b). 

THIRD CLAIM FOR RELIEF 
Violations of Section 17(a) of the Securities Act 

(Against All Defendants) 
 

212. Paragraphs 1-14, 24-32, 45-164, and 167-200 of this Complaint are re-alleged and 

incorporated by reference as if fully set forth herein.  

213. By engaging in the conduct alleged in this Complaint, specifically by 

orchestrating, funding, and participating in the StreetAuthority promotion of RenovaCare while 

intending to sell RenovaCare common stock, providing StreetAuthority with false information 

regarding RenovaCare and its products, participating in the drafting and dissemination of 

StreetAuthority promotions, which contained materially false and misleading statements and 

omissions, arranging for and making payments between RenovaCare and StreetAuthority 

through a third party to conceal the source of those payments, drafting and disseminating the 

January 8 Press Release and related Form 8-K, both of which contained materially false and 

misleading statements and omissions, and buying and selling RenovaCare common stock in a 

manipulative manner, Defendants, directly or indirectly, singly or in concert, in the offer or sale 

of securities and by use of the means or instruments of transportation or communication in 

interstate commerce or the mails, (1) knowingly or recklessly employed one or more devices, 

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schemes or artifices to defraud, (2) knowingly, recklessly, or negligently obtained money or 

property by means of one or more untrue statements of a material fact or omissions of a material 

fact necessary to make the statements made, in light of the circumstances under which they were 

made, not misleading, and/or (3) knowingly, recklessly, or negligently engaged in one or more 

transactions, practices, or courses of business which operated or would operate as a fraud or 

deceit upon the purchaser. 

214. By reason of the foregoing, Defendants directly or indirectly, singly or in concert, 

have violated, and unless enjoined will again violate, Securities Act Section 17(a), 15 U.S.C. § 

77q(a). 

FOURTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Section 17(a) of the Securities Act 

(Against Bhogal) 
 

215. Paragraphs 1-14, 24-32, and 45-200 of this Complaint are re-alleged 

and incorporated by reference as if fully set forth herein. 

216. By engaging in the conduct alleged in this Complaint, specifically by drafting and 

disseminating the false January 8 Press Release and related Form 8-K containing materially false 

statements and omissions, RenovaCare and Rayat, directly or indirectly, singly or in concert, in 

the offer or sale of securities and by use of the means or instruments of transportation or 

communication in interstate commerce or the mails, (1) knowingly or recklessly employed one 

or more devices, schemes or artifices to defraud, (2) knowingly, recklessly, or negligently 

obtained money or property by means of one or more untrue statements of a material fact or 

omissions of a material fact necessary to make the statements made, in light of the circumstances 

under which they were made, not misleading, and/or (3) knowingly, recklessly, or negligently 

engaged in one or more transactions, practices, or courses of business which operated or would 

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operate as a fraud or deceit upon the purchaser. 

217. Bhogal, knew, was reckless in not knowing, or should have known that 

RenovaCare and Rayat were engaged in the unlawful conduct alleged in this Complaint, and he 

knowingly or recklessly substantially assisted and participated in the wrongdoing.  Bhogal 

provided substantial assistance to RenovaCare and Rayat by participating in the drafting and 

dissemination of RenovaCare’s false January 8 Press Release and related Form 8-K.   

218. By reason of the foregoing, pursuant to Section 15(b) of the Securities Act, 15 

U.S.C. § 77o(b), Bhogal aided and abetted Rayat’s and RenovaCare’s violations of Section 17(a) 

of the Securities Act, 15 U.S.C. § 77q(a).   

FIFTH CLAIM FOR RELIEF 
Violations of Section 20(b) of the Exchange Act 

(Against Rayat, Bhogal, Sidhu, and Fleming) 
 

219. Paragraphs 1-14, 24-32, and 45-200 of this Complaint are re-alleged and 

incorporated by reference as if fully set forth herein.  

220. Section 20(b) of the Exchange Act, 15 U.S.C. § 78t(b), precludes any person, 

directly or indirectly, from doing any act which would be unlawful under the Exchange Act for 

such person to do, through or by means of any other person.   

221. By engaging in the conduct alleged in this Complaint, specifically by knowingly 

or recklessly using StreetAuthority, a series of investor relations consultants, and each other to 

promote RenovaCare common stock while intending to sell and selling, arranging for payments 

to StreetAuthority to be made through a series of third-party investor relations consultants for the 

fraudulent purpose of concealing Rayat’s and the company’s involvement in the StreetAuthority 

promotional campaign, organizing a false promotion of RenovaCare through StreetAuthority, 

enabling Rayat to maintain a financial interest in the Defendants’ RenovaCare share sales, and 

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concealing Rayat, Bhogal, Sidhu, and Fleming’s beneficial ownership, intent to sell, and/or sales 

of RenovaCare common stock, Rayat, Bhogal, Sidhu, and Fleming, directly or indirectly, 

violated Section 20(b) of the Exchange Act.   These acts, done through and by means of the 

third-party promoters, investor relations consultants, and each other, violated Section 10(b) of 

the Exchange Act and Rule 10b-5 thereunder. 

222. By reason of the foregoing, Rayat, Bhogal, Sidhu, and Fleming directly or 

indirectly, singly or in concert, have violated, and unless restrained and enjoined will continue to 

violate Section 20(b) of the Exchange Act, 15 U.S.C. § 78t(b). 

SIXTH CLAIM FOR RELIEF 
Violations of Section 9(a)(2) of the Exchange Act 

(Against Bhogal, Sidhu, and Fleming) 
 

223. Paragraphs 1-14, 24-32, and 167-200 of this Complaint are re-alleged and 

incorporated by reference as if fully set forth herein.  

224. By engaging in the conduct alleged in the Complaint, specifically by conducting 

the trading in RenovaCare shares alleged in this Complaint, Bhogal, Sidhu, and Fleming, directly 

or indirectly, by use of the mails or any means or instrumentality of interstate commerce, or any 

facility of any national securities exchange, or for any member of a national securities exchange, 

with specific intent, effected, alone or with persons, a series of transactions in RenovaCare 

securities that created the actual or apparent trading in such security, or raised or depressed the 

price of such security, for the purpose of inducing the purchase or sale of such security by others. 

225. By reason of the foregoing, Bhogal, Sidhu, and Fleming violated, and, unless 

restrained and enjoined, will again violate Section 9(a)(2) of the Exchange Act, 15 U.S.C. § 

78i(a)(2).   

 

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SEVENTH CLAIM FOR RELIEF 
Violations of Exchange Act Section 15(d) and  

Rules 15d-11 and 12b-20 Thereunder 
(Against RenovaCare) 

 
226. Paragraphs 1-14, 24-32, and 45-164 of this Complaint are re-alleged and 

incorporated by reference herein.  

227. Section 15(d) of the Exchange Act, 15 U.S.C. § 78o(d), and Rule 15d-11 

thereunder, 17 C.F.R § 240.15d-1, require issuers of securities that have filed certain registration 

statements to file with the Commission annual, quarterly, and current reports.  Exchange Act 

Rule 12b-20, 17 C.F.R. § 240.12b-20, provides that in addition to the information expressly 

required in a statement or report, there shall be added such further material information, if any, 

as may be necessary to make the required statements, in light of the circumstances under which 

they are made, not misleading.  

228. RenovaCare was required to file annual and other financial reports with the 

Commission pursuant to Section 15(d) of the Exchange Act and Rule 15d-11 thereunder.  

229. RenovaCare filed the January 12, 2018 Form 8-K that contained materially false 

statements or failed to include material information necessary to make the required statements, in 

light of the circumstances under which they were made, not misleading. 

230. By reason of the foregoing, RenovaCare violated Section 15(d) of the Exchange 

Act, and Rules 15d-11 and 12b-20 thereunder. 

EIGHTH CLAIM FOR RELIEF 
Unjust Enrichment 

(Against Treadstone Ltd., Treadstone LLC,  
Blackbriar Ltd., and Alberta Ltd.) 

 
231. Paragraphs 1-14, 24-32, 45-164, and 167-204 of this Complaint are re-alleged and 

incorporated by reference herein. 

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232. Section 21(d)(5) of the Exchange Act, 15 U.S.C. § 78(d)(5) states: “In any action 

or proceeding brought or instituted by the Commission under any provision of the securities 

laws, the Commission may seek, and any Federal court may grant, any equitable relief that may 

be appropriate or necessary for the benefit of investors.” 

233.  As alleged in this Complaint, Treadstone Ltd., Treadstone LLC, Blackbriar Ltd., 

and Alberta Ltd. received funds or property that were the proceeds, or are traceable to the 

proceeds, of Defendants’ securities law violations alleged in this Complaint.  Treadstone Ltd., 

Treadstone LLC, Blackbriar Ltd., and Alberta Ltd. had no legitimate claims to these proceeds, 

and gave no consideration in exchange for receipt of those funds.  

234. Treadstone Ltd., Treadstone LLC, Blackbriar Ltd., and Alberta Ltd. obtained the 

funds and property alleged above as part of and in furtherance of the Federal securities law 

violations alleged in this Complaint and under circumstances in which it is not just, equitable, or 

conscionable for them to retain the funds and property.  They were unjustly enriched. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court: 

I. 

Permanently enjoin Defendants from violating the Federal securities laws alleged in this 

Complaint. 

II. 

Order Rayat, Bhogal, Sidhu, Fleming, and the Relief Defendants to disgorge all ill-gotten 

gains, including prejudgment interest thereon; 

III. 

Order Defendants to pay civil money penalties pursuant to Section 21(d) of the Exchange 

Act, 15 U.S.C. § 78u(d). 

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IV. 

Permanently barring Rayat, Bhogal, Sidhu, and Fleming from participating in any 

offering of a penny stock, including engaging in activities with a broker, dealer, or issuer for 

purposes of issuing, trading, or inducing or attempting to induce the purchase or sale of any 

penny stock, pursuant to Exchange Act Section 21(d)(6), 15 U.S.C. § 78u(d)(6). 

V.  

 Pursuant to Section 21(d)(2) of the Exchange Act, 15 U.S.C. § 78u(d)(2), permanently 

barring Rayat, Bhogal, Sidhu, and Fleming from acting as an officer or director of any issuer 

whose securities are registered with the Commission pursuant to Section 12 of the Exchange Act 

or which are required to file reports with the Commission pursuant to Section 15(d) of the 

Exchange Act. 

VI. 

Grant such further relief as the Court may deem just and appropriate. 

DEMAND FOR A JURY TRIAL 

 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission demands 

trial by jury in this action of all issues so triable. 

 
 
Dated: August 26, 2022  Respectfully submitted, 
  
 s/ Matthew Scarlato                        
 Matthew Scarlato (admitted Pro Hac Vice) 

John J. Bowers (Bar No. JB8515) 
SECURITIES AND EXCHANGE 
COMMISSION 

  100 F Street, NE 
  Washington, DC 20549-4473 
  [email protected] 

  [email protected] 

Case 1:21-cv-04777-LJL   Document 110   Filed 08/26/22   Page 59 of 59