SEC v. HO WAN KWOK; MILES GUO; MILES KWOK; WENGUI GUO; BROTHER SEVEN; KIN MING JE, et al., No. 1:23-cv-02200, Southern District of New York (Mar. 15, 2023) — Complaint

ANTONIA M. APPS
REGIONAL DIRECTOR
Thomas P. Smith, Jr.
Sandeep Satwalekar
Daniel Loss
William Conway
Amanda Rios
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, New York 10004-2616
(212) 336-5571 (Loss)
[email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

HO WAN KWOK (A/K/A MILES GUO, MILES
KWOK, WENGUI GUO AND BROTHER
SEVEN), KIN MING JE (A/K/A WILLIAM JE),
MOUNTAINS OF SPICES LLC (D/B/A NEW
YORK FARM), and G CLUB OPERATIONS
LLC,

                                             Defendants,

                         -and-

MEI GUO, QIANG GUO (A/K/A MILESON
GUO), HING CHI NGOK, and SIN TING RONG,

                                             Relief Defendants.

COMPLAINT

23 Civ. 2200 (       )

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendants Ho Wan Kwok (a/k/a Miles Guo, Miles Kwok, Wengui Guo, and Brother Seven)
(“Guo”), Kin Ming Je (a/k/a William Je) (“Je”), Mountains of Spices LLC (d/b/a New York

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Farm) (“Mountains of Spices”), and G Club Operations LLC (“G Club Operations”)
(collectively, “Defendants”) and Relief Defendants Mei Guo, Qiang Guo (a/k/a Mileson Guo),
Hing Chi Ngok (“Ngok”), and Sin Ting Rong (“Rong”) (collectively, “Relief Defendants”),
alleges as follows:
SUMMARY
1. This action concerns multiple offering frauds orchestrated by Guo, an exiled
Chinese businessman living in the United States who targeted retail investors through online and
social media posts and videos.  Since in or about April 2020, Guo has conducted fraudulent
securities offerings (the “Subject Offerings”) that have collectively raised at least hundreds of
millions of dollars from investors in the United States and around the world.  Unbeknownst to
those investors, Guo and his financial adviser, Je, misappropriated a large portion of the funds
raised from certain of the Subject Offerings in order to enrich themselves and their family
members, including the Relief Defendants.
2. Guo pitched three unregistered securities offerings to investors as a means of
obtaining shares in GTV Media Group, Inc. (“GTV”), a media company that Guo founded, and a
fourth offering as a means to obtain a crypto asset security called “H-Coin” that he falsely
claimed was backed by gold reserves.
3. First, from in or about April 2020 to June 2020, Guo and Je launched an
unregistered offering of GTV common stock (the “GTV Private Placement”), which raised
approximately $452 million.  According to the private placement memorandum (the “GTV
PPM”), GTV’s mission was “to build the most popular and safest social media and transaction
platform independent of the Chinese government’s censorship and monitoring, allowing the
people of China and the world to realize the freedom of speech and trade.”  Guo and Je claimed

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that investor funds obtained pursuant to the GTV Private Placement would be used for GTV’s
operations and business development.  In fact, however, just days after the conclusion of the
GTV Private Placement, Guo and Je misappropriated $100 million of investor money for the
benefit of a company solely owned by Guo’s son, Qiang Guo.
4. Second, following the GTV Private Placement, from in or about July 2020
through March 2021, Guo solicited investments in an at least $150 million unregistered offering
of convertible loans that could be exchanged for GTV common stock (the “Convertible Loan
Offering”).  Before and during the Convertible Loan Offering, Guo made material
misrepresentations relating to GTV’s valuation and the price at which GTV stock traded, falsely
claiming, for example, that GTV was worth as much as $20 billion and that the stock was trading
at $18 per share, mere months after the GTV Private Placement offered the stock at just $1 per
share.  These misrepresentations were important to investors’ decisions to purchase GTV’s
convertible loans.  Guo also misappropriated at least tens of millions of dollars raised from the
Convertible Loan Offering.
5. Third, from in or about October 2020 through December 2021, Guo and G Club
Operations sold memberships in a concierge service called G-Clubs (a/k/a G-Club and
G|CLUBS) pursuant to an unregistered offering (the “G-Clubs Offering”).  In connection with
the G-Clubs Offering, Guo and G Club Operations falsely represented that purchasers of
G-Clubs memberships would receive shares of GTV and/or G Fashion LLC (“G-Fashion”), a
related company that held itself out as a fashion retailer.  In fact, contrary to these
representations, numerous G-Clubs members did not receive stock in either GTV or G-Fashion
as promised.  As with the Convertible Loan Offering, Guo’s misrepresentations relating to
GTV’s valuation and the trading price of its stock were important to investors’ decisions to

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participate in the G-Clubs Offering.  Out of at least $255 million raised pursuant to the G-Clubs
Offering, Guo and members of his family, including Mei Guo, Qiang Guo, and Ngok, received
approximately $51 million in misappropriated investor funds for their personal benefit.
6. Finally, beginning in at least approximately October 2021, Guo made material
misrepresentations to prospective purchasers of a crypto asset security called H-Coin (a/k/a
Himalaya Coin or HCN).  For example, Guo falsely claimed that 20% of H-Coin’s value was
held in gold reserves.  Additionally, Guo falsely stated that he would compensate investors for
losses related to their H-Coin purchases.  From approximately May 2021 through October 2022,
thousands of investors contributed an aggregate of approximately at least $500 million for the
purchase of H-Coin and a purported companion stablecoin, H-Dollar.  Most of these investments
occurred after Guo made the misrepresentations discussed herein.
VIOLATIONS
7. By virtue of the foregoing conduct and as alleged further herein, Defendants Guo
and Je have committed securities fraud and Defendants Guo, G Club Operations, and Mountains
of Spices offered and sold unregistered securities.  Defendant Je also aided and abetted some of
Guo’s securities fraud violations.
8. Defendants Guo, Mountains of Spices, and G Club Operations violated Sections
5(a) and (c) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a) and 77e(c)].
9. Defendants Guo and Je violated Sections 17(a)(1) and 17(a)(3) of the Securities
Act [15 U.S.C. §§77q(a)(1) and 77q(a)(3)] and Section 10(b) of the Securities Exchange Act of
1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and (c) thereunder [17
C.F.R. §§ 240.10b-5(a) and (c)].
10. Defendant Guo further violated Section 17(a)(2) of the Securities Act [15 U.S.C.

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§ 77q(a)(2)] and Section 10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and Rule 10b-5(b)
thereunder [17 C.F.R. § 240.10b-5(b)].
11. Pursuant to Section 15(b) of the Securities Act [15 U.S.C. § 77o(b)] and Section
20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Je aided and abetted Guo’s violations of Section
17(a)(2) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5(b)
thereunder.
12. Unless Defendants are restrained and enjoined, they will engage in the acts,
practices, transactions, and courses of business set forth in this Complaint or in acts, practices,
transactions, and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
13. The Commission brings this action pursuant to the authority conferred upon it by
Sections 20(b) and 20(d) of the Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)] and Section 21(d)
of the Exchange Act [15 U.S.C. § 78u(d)].
14. The Commission seeks a final judgment: (a) permanently enjoining Defendants
from violating the federal securities laws and rules this Complaint alleges they have violated;
(b) ordering Defendants to disgorge all ill-gotten gains they received as a result of the violations
alleged here and to pay prejudgment interest thereon pursuant to Sections 21(d)(3), 21(d)(5) and
21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5) and 78u(d)(7)]; (c) ordering
Defendants to pay civil money penalties pursuant to Section 20(d) of the Securities Act [15
U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)];
(d) permanently prohibiting Guo from participating in the offer or sale of securities, including
crypto asset securities, except for transactions in his own personal account, pursuant to Section
21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)]; (e) permanently prohibiting Guo and Je

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from serving as an officer or director of any company that has a class of securities registered
under Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file reports under
Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)], pursuant to Section 20(e) of the
Securities Act [15 U.S.C. § 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. §
78u(d)(2)]; (f) ordering Mei Guo, Qiang Guo, Ngok, and Rong to pay, with prejudgment interest,
all ill-gotten gains by which they were unjustly enriched, pursuant to Exchange Act Sections
21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5) and 78u(d)(7)]; and
(g) ordering any other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
15. This Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa].
16. Defendants, directly and indirectly, have made use of the means or
instrumentalities of interstate commerce or of the mails in connection with the transactions, acts,
practices, and courses of business alleged herein.
17. Venue lies in this District under Section 22(a) of the Securities Act [15 U.S.C.
§ 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa].  Defendants may be found in,
are inhabitants of, or transact business in the Southern District of New York, and certain of the
acts, practices, transactions, and courses of business alleged in this Complaint occurred within
this District, including the solicitation of investors in the Subject Offerings and the receipt and
diversion of investor funds.  For example, GTV was headquartered in this District and Guo
resided in this District during some of the relevant conduct.
DEFENDANTS
18. Guo, age 54, is a Hong Kong citizen living in New York, New York and

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Greenwich, Connecticut.  At all relevant times, Guo controlled GTV, Saraca Media Group, Inc.
(“Saraca”), G Club Operations, and G-Fashion.  Guo is not registered with the Commission in
any capacity.  Guo asserted his Fifth Amendment right against self-incrimination in response to
being subpoenaed for documents and testimony in the Commission staff’s investigation
preceding the filing of this action.
19. Je, age 55, is a dual Hong Kong and United Kingdom citizen currently living in
London, United Kingdom.  Je is a long-time investment banker and financial adviser to Guo and
his family.  Je served as GTV’s adviser for the GTV Private Placement and also owns and controls
various companies that received investor funds raised pursuant to the Convertible Loan Offering
and G-Clubs Offering.  Je is also the owner of an entity that purported to operate the so-called
“Himalaya Exchange,” through which H-Coin was offered and sold to the investing public.
20. G Club Operations, formed in 2020, is a Puerto Rico company with its principal
places of business in Puerto Rico and New York, New York.  G Club Operations operates the
G-Clubs membership program and directly and indirectly received at least $255 million in investor
proceeds during the G-Clubs Offering.  G Club Operations is not registered with the Commission
in any capacity.
21. Mountains of Spices, formed in 2019, is a New York company with its principal
place of business in Great Neck, New York.  Mountains of Spices directly and indirectly collected
over $24.6 million in investor funds pursuant to the Convertible Loan Offering.  Mountains of
Spices is not registered with the Commission in any capacity.
RELIEF DEFENDANTS
22. Mei Guo, age 34, is a Hong Kong citizen living in New York, New York and
Greenwich, Connecticut.  Mei Guo is Guo’s daughter.  In February 2021, a corporate entity

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solely owned by Mei Guo (“Company 1”) received approximately $18 million in proceeds from
the Convertible Loan Offering.  In October 2021, Company 1 transferred $400,000 of such
proceeds to Mei Guo’s personal bank account.  In addition, between March and May 2021, a
company that is wholly-owned by Qiang Guo (“Company 2”) transferred a total of $650,000 in
Convertible Loan Offering proceeds to Mei Guo’s personal bank account.  Mei Guo and
Company 1 had no legitimate claim to the funds they received that are traceable to the
Convertible Loan Offering.
23. Qiang Guo, age 36, is a Hong Kong citizen residing in London, United Kingdom.
Qiang Guo is Guo’s son.  Qiang Guo is the beneficial owner of Saraca, which used at least $100
million of GTV Private Placement investor funds for its own benefit, contrary to the disclosures
to GTV Private Placement investors.  Qiang Guo is the sole owner of Company 2, which
received approximately $27 million in Convertible Loan Offering investor funds.  In May and
June 2021, Company 2 transferred $20 million of these investor funds to a bank account based in
Switzerland belonging to Qiang Guo.  In June 2021, Qiang Guo used approximately $3.5 million
in G-Clubs Offering investor funds to purchase a Ferrari race car.  Qiang Guo, Saraca, and
Company 2 had no legitimate claim to these investor funds they received.
24. Ngok, age 54, is a Chinese citizen residing in Greenwich, Connecticut.  Ngok is
Guo’s wife and is the sole owner of a corporate entity (“Company 3”) that received
approximately $5 million in Convertible Loan Offering investor funds in October 2020.
Company 3 is also the 100% owner of a mansion in Greenwich, Connecticut, which was one of
Guo’s residences during the time period of the Subject Offerings.  Ngok and Company 3 had no
legitimate claim to the Convertible Loan Offering investor funds they received.
25. Rong, age 52, is a Hong Kong citizen residing in London, United Kingdom.

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Rong is Je’s wife.  Between about January 2021 and February 2021, Je transferred approximately
$3 million in Convertible Loan Offering proceeds from one of his companies to Rong’s personal
bank account.  Rong had no legitimate claim to the investor funds she received.
OTHER RELEVANT ENTITIES
26. G Fashion LLC (a/k/a G|FASHION) (“G-Fashion”), formed in 2020, is a Puerto
Rico company with its principal place of business in New York, New York.  According to the
company’s website, G-Fashion owns and operates “a global luxury brand, featuring bespoke
collections by the world’s top designers” and “serves as the fashion counterpart to G Clubs, and
will provide exclusive benefits to G Clubs members.”
27. GNews Media Group, Inc. (“GNews”), formed in 2019, is a Delaware
corporation with its principal place of business in Puerto Rico.  GNews is 100% owned by
Saraca, a Delaware company owned by Guo’s son, Qiang Guo.  According to the GTV PPM,
Guo and Saraca operate GNews.  GNews’ website describes GNews as “one of the world’s
leading social media platforms” and features Guo’s videos and related content, including
sections of the website entitled “Miles Guo” and “Miles’ Text.”  The GNews website also
contains links to the websites for G-Clubs, G-Fashion, and the so-called Himalaya Exchange, as
well as articles that summarize H-Coin’s purported recent trading activity.
28. GTV, formed in April 2020, is a Delaware corporation with its principal place of
business in New York, New York.  GTV owned and operated a news-focused social media website
and mobile application.  In September 2021, GTV agreed to settle Commission charges that it
violated Sections 5(a) and 5(c) of the Securities Act by conducting the GTV Private Placement.
GTV’s website was taken down in March 2022 and the company has been inactive and insolvent
since at least that time.

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29. Saraca formed in May 2018, is a Delaware corporation with its principal place of
business in New York, New York.  Saraca is the parent company of GTV and is solely owned by
Qiang Guo.  In September 2021, Saraca agreed to settle Commission charges that it violated
Sections 5(a) and 5(c) of the Securities Act in connection with the GTV Private Placement.
FACTS
I. Background on Guo
30. Guo is an exiled Chinese businessman who has been in the United States since in
or around 2014.  In 2017, Guo applied for political asylum in the United States and that
application remains pending.
31. The GTV PPM, dated April 2020, describes Guo as a successful businessman and
a billionaire.
32. On or about February 15, 2022, Guo filed for Chapter 11 bankruptcy protection,
claiming assets valued between $50,000 and $100,000 and liabilities valued between $100
million and $500 million.
33. Following his departure from China, Guo became a vocal critic of the Chinese
government and developed a large social media following among the Chinese diaspora on
YouTube and Gettr.
II. The GTV Private Placement
34. On or about April 17, 2020, Guo established GTV to own and operate a news-
focused social media platform.
35. At the time of its formation, GTV was a wholly-owned subsidiary of Saraca,
which has at all relevant times been beneficially owned by Guo’s son, Qiang Guo.
36. Days after the creation of GTV, on April 21, 2020, Guo announced via a video

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posted on his YouTube channel (the “Launch Video”) the unregistered offering of between 20
million and 200 million newly-issued shares of GTV common stock at a price of $1 per share
(i.e., the GTV Private Placement).
37. The Launch Video, which has had over 4,000 views, described GTV as a social
media platform like WeChat in China.
38. The Launch Video further claimed that GTV had the potential to “go beyond”
WeChat and other successful platforms and “become a world comprehensive service platform
which is decentralized serving investors and having the most advanced technologies including
modern finance and modern block chain.”
 1

39. The Launch Video provided Guo’s mobile phone number for potential investors
to use for inquiries about the offering.
40. In addition to participating in the Launch Video, Guo directed the preparation of
the GTV PPM.  Although others contributed to its preparation, Guo exercised authority over the
GTV PPM’s contents.
41. Je, who served as GTV’s adviser for the GTV Private Placement, also edited the
GTV PPM and other offering documents such as the “Investment Procedure Guidelines,” an
instructional step-by-step guide that was sent to potential investors along with the GTV PPM.
42. The GTV PPM stated that GTV’s mission was to “build the most popular and
safest social media and transaction platform independent of the Chinese government’s
censorship and monitoring, allowing the people of China and the world to realize the freedom of
speech and trade.”
43. According to the GTV PPM, GTV’s social media platform would be “the first

1
  Certain statements attributed herein to Guo have been translated from Mandarin to English.

12
ever platform which will combine the power of citizen journalism and social news with state-of-
the-art technology, big data, artificial intelligence, block-chain technology and real-time
interactive communication” and planned to be “the only uncensored and independent bridge
between China and the Western world.”
44. The GTV PPM described Guo as a “billionaire” as well as GTV’s “sponsor and
adviser.”
45. The GTV PPM stated that GTV Media planned to use the proceeds from the GTV
Private Placement to “expand and strengthen the business.”
46. The GTV PPM also contained the table depicted below representing the specific
“contemplated” uses of investor proceeds set forth therein:
Description Percentage of Proceeds 
Acquisition of companies to strengthen and grow GTV Approximate 70% 
Upgrade of GTV technology and security Approximate 10% 
Marketing Approximate 8% 
Working capital Approximate 7% 
Other Approximate 5% 
Total 100% 

47. The GTV PPM noted that GTV’s management would have “considerable
discretion over the use of proceeds.”
48. The GTV PPM did not disclose a plan to use any portion of the proceeds from the
GTV Private Placement for the benefit of Saraca or the personal benefit of Guo or his family
members.

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49. The GTV PPM provided Guo’s mobile phone number for potential investors to
use for inquiries about the offering.
50. The GTV Private Placement was not made pursuant to an effective registration
statement filed with the Commission.
51. Guo solicited the general public for the GTV Private Placement by posting videos
on his publicly-accessible pages on social media platforms, such as YouTube, as well as GTV’s
and GNews’s respective websites, www.gtv.org and www.gnews.org.
52. In addition, Guo personally disseminated information about the GTV Private
Placement to hundreds of prospective investors via WhatsApp messages.  These messages
included links to both the Launch Video and a Google Drive folder that contained copies of the
GTV PPM, Investment Procedure Guidelines, and other offering materials, none of which was
password protected or contained any restriction on who could view them or any limitations on
their ability to be shared.
53. Guo did not perform adequate due diligence to ensure that the persons solicited
during the GTV Private Placement were accredited investors.
54. The GTV Private Placement closed on June 2, 2020 and, in total, raised
approximately $452 million from more than 1,000 investors, including U.S. investors.
55. Pursuant to the GTV Private Placement’s investment instructions that were set
forth in the Investment Procedure Guidelines – the contents of which were known to Guo and Je
– the vast majority of the offering proceeds were deposited directly into Saraca’s bank accounts.
56. Three days after the close of the GTV Private Placement, on or about June 5,
2020, Saraca invested $100 million (approximately 22%) of the proceeds from the GTV Private
Placement in a hedge fund (“Hedge Fund A”).  Saraca made this investment on its own behalf

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and, by extension, for the benefit of Qiang Guo.
57. Hedge Fund A’s investment strategy involved taking positions in various Asian
currencies, particularly the Hong Kong dollar, versus certain developed market currencies
through foreign currency forward and option contracts.
58. Guo and Je made the decision for Saraca to invest GTV Private Placement
investor funds with Hedge Fund A and negotiated the terms of the investment.
59. Guo and Je had expressed investment interest to Hedge Fund A’s portfolio
manager on multiple occasions since 2018.
60. On or about May 26, 2020, Je instructed Hedge Fund A to have $100 million
invested in Saraca’s name and provided Hedge Fund A with the required documentation for the
investment, including Saraca’s “KYC” information and executed subscription agreements.
61. On June 4, 2020, Je sent an email to Hedge Fund A stating “we will wire the
funds tomorrow.”
62. At the time of this investment, Guo and Je knew or recklessly disregarded that
Saraca’s investment was made using investor funds from the GTV Private Placement and that the
investment was contrary to the use of funds provisions in the GTV PPM.
63. Guo and Je also concealed Saraca’s use of GTV Private Placement investor funds
for its Hedge Fund A investment from GTV’s board of directors and officers.
64. For example, Je attended GTV’s first board meeting on July 1, 2020 and did not
inform the GTV board that $100 million of the GTV Private Placement proceeds had been
invested for Saraca’s benefit in Hedge Fund A even though the GTV Private Placement was one
of the main topics of discussion at the meeting.
65. As a result of investment losses sustained by Hedge Fund A, Saraca lost

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approximately $30 million of its $100 million investment with Hedge Fund A by the time it
liquidated its investment in October 2021.
2

III. Guo Misrepresents the Valuation of GTV and G-Fashion
66. From at least June through August 2020, Guo released additional videos on
YouTube and the GTV website discussing GTV, as well as a new enterprise, G-Fashion.
67. On its website, G-Fashion purports to be “a global luxury brand, featuring
bespoke collections by the world’s top designers” and “serves as the fashion counterpart to
G|CLUBS, and will provide exclusive benefits to G|CLUBS members.”
68. On several occasions, in these videos, Guo made materially false and misleading
statements concerning the valuation of GTV and G-Fashion.
69. For example, in a video publicly disseminated on June 2, 2020, Guo stated:
Given the tremendous demand for GTV shares and the good capital position of
GTV going forward, my lawyers and financial experts mutually agree that a $2
billion valuation is probably too low and that the company is probably closer to
$10 billion given the tremendous demand for GTV shares.
70. As Guo knew or recklessly disregarded, he had not received advice from lawyers
and financial experts supporting a valuation of close to $10 billion, and such a valuation was
inaccurate.
71. Guo further asserted his Fifth Amendment right against self-incrimination in
response to an investigative subpoena for testimony relating to his statements about GTV’s
valuation.
72. On or about June 17, 2020, Guo released another video to the general public.  As

2
  Pursuant to a September 13, 2021 Order Instituting Cease-and-Desist Proceedings that was issued in
connection with an SEC proceeding (In the Matter of GTV Media Group, Inc. et al. (File No. 3-02537)), Saraca
transferred the remaining approximately $70 million from its Hedge Fund A investment to a Fair Fund where it will
be distributed to GTV Private Placement investors.

16
to the valuation of GTV, he stated:
Just now, two or three hours ago, a comrade sold 10 thousand [GTV] shares, 10
thousand shares, and a deal has been concluded for $18 a share, $18 per share.
But our investment committee was not happy and wanted to buy them all back for
$20.
73. As Guo knew or recklessly disregarded, no such transaction had taken place, and
GTV, which did not have an investment committee, had no plans to repurchase GTV shares from
GTV Private Placement investors at $20 per share.
74. On or about August 2, 2020, Guo issued a public video claiming that “the market
value of GTV stock [was] 20 billion dollars.”
75. In the same video, Guo claimed that “[i]f G-Fashion goes public, it will be worth
$100 billion for sure.”
76. At the time he made these statements, Guo knew or recklessly disregarded that
GTV was not worth close to $20 billion and that G-Fashion would not be worth $100 billion
after going public.
IV. The Convertible Loan Offering
77. On or about July 22, 2020, during the timeframe in which he was making
misrepresentations about GTV’s valuation, Guo announced a new securities offering by the
Himalaya Farm Alliance through which investors could obtain GTV stock (i.e., the Convertible
Loan Offering).  Guo made this announcement in a publicly available video.
78. The Himalaya Farm Alliance was a collective comprised of informal groups of
Chinese expatriates, with each such group known as a “Farm.”  The Himalaya Farm Alliance
was purportedly dedicated to advancing the Chinese pro-democracy movement.
79. Farms were located in various cities both within and outside the United States,
including New York City.

17
80. In most cases, the Farms were associated with a corporate entity.  The so-called
“New York Farm” was associated with Mountains of Spices.
81. In the July 22, 2020 video announcing the Convertible Loan Offering, Guo
explained that the Farms were offering convertible loans with a three-year term that, at maturity,
would be convertible into one share of GTV stock for each dollar in principal and/or interest
owed.
82. The Convertible Loan Offering was not made pursuant to an effective registration
statement filed with the Commission.
83. From in or about August 2020 through March 2021, following Guo’s false
statements about GTV and its stock discussed above in Section III, the U.S.-based Farms raised
at least $150 million from the general public in connection with the Convertible Loan Offering,
including approximately $24.6 million raised by Mountains of Spices.
84. Neither Guo nor the Farms, including Mountains of Spices, performed any due
diligence in order to determine whether the investors in the Convertible Loan Offering were
accredited investors.
85. In connection with the Convertible Loan Offering, the Farms provided
prospective investors with a “Loan Agreement” that represented that the investor’s money would
be used for a specific Farm’s “general working capital purposes.”
86. In fact, however, Guo misappropriated a substantial portion of Convertible Loan
Offering funds raised by the U.S.-based Farms, including Mountains of Spices.  Such funds were
ultimately used for the benefit of Guo, Je, and members of their families.
87. Over the course of the Convertible Loan Offering, through on or about April 20,
2021, Guo directed the Farms to transfer approximately $81 million of the Convertible Loan

18
Offering proceeds to an Abu Dhabi bank account in the name of a Hong Kong company owned
and controlled by Je (“Company 4”).  The investor funds in Company 4’s account were
commingled with other funds.
88. Between in or about August 2020 and April 2021, Guo directed the transfer of
approximately $35 million of Convertible Loan Offering investor funds, including Mountains of
Spices investor funds, from Company 4’s account to Company 1’s, Company 2’s and Company
3’s bank accounts, which were under the control of Relief Defendants Mei Guo, Qiang Guo, and
Ngok, respectively.  Specifically, Company 1, which was controlled by Mei Guo, received
approximately $18 million; Company 2, which was controlled by Qiang Guo, received
approximately $11 million; and Company 3, which was controlled by Ngok, received
approximately $5 million.
89. In turn, from Company 1’s and Company 2’s bank accounts, among other things:
a. $20 million was transferred to a bank account belonging to Qiang Guo
based in Switzerland, of which approximately $330,000 was used for the
purchase of a plane;
b. $1 million was transferred to bank accounts in the name of Mei Guo;
c. Approximately $2.3 million was paid towards yacht servicing costs;
d. Approximately $600,000 was paid to luxury automobile, motorcycle and
power sport dealerships;
e. Approximately $281,000 was paid to an aircraft manufacturer; and
f. Approximately $950,000 was paid to a private flight crew company.
90. Ngok, Mei Guo, and Qiang Guo did not have legitimate claims to the Convertible
Loan Offering investor funds they received.

19
91. Company 4 separately transferred an additional approximately $66.3 million,
comprised largely of Convertible Loan Offering investor funds, to other accounts that were under
the control of Je and Rong.
92. These transfers included, among others, $7 million to Je’s personal bank accounts
and $3 million to Rong’s personal bank account.
93. Neither Je nor Rong had a legitimate claim to receive these Convertible Loan
Offering investor funds.
V. The G-Clubs Offering
94. On or about June 20, 2020, after touting falsely inflated valuations for GTV and
G-Fashion, Guo announced a new concierge service called G-Clubs and the sale of G-Clubs
memberships (i.e., the G-Clubs Offering).  Guo made the announcement via a video posted on
the GTV website.
95. Guo represented in the video that purchasing a G-Clubs membership would entitle
the purchaser to shares of GTV or G-Fashion stock.
96. In at least four subsequent videos, which appeared on publicly accessible pages
on GTV’s website and on YouTube between approximately July 22, 2020 and August 12, 2021,
Guo repeated his representation that purchasers of G-Clubs memberships would receive shares of
GTV stock and/or G-Fashion stock.
97. G-Clubs launched in October 2020 and offered five tiers of memberships that
ranged in cost from $10,000 to $50,000.  The membership benefits purportedly included
“exclusive early access to [sic] latest fashion collections, including special member pricing on
purchases, extended video blogging time and early access to select music.”
98. Between in or about October 2020 and December 2021, G Club Operations sold
at least approximately $255 million in G-Clubs memberships to investors throughout the world,

20
including the United States.
99. Some investors purchased multiple G-Clubs memberships or wired funds in
excess of the cost of the highest G-Clubs membership tier of $50,000 in order to acquire a
greater number of GTV or G-Fashion shares.
100. The sale of GTV and G-Fashion stock through the G-Clubs Offering was not
pursuant to an effective registration statement filed with the Commission.
101. Guo solicited investors for the G-Clubs Offering through his numerous publicly-
accessible videos on GTV’s website and YouTube.
102. Individuals who were interested in purchasing a G-Clubs membership were
directed to fill out an application on G-Clubs’ website.  The application lacked financial
questions that would make it possible to evaluate whether the individual qualified as an
accredited investor.
103. G Club Operations reviewed and processed the membership applications, and G-
Clubs Offering investors were directed to send their investment funds to G Club Operations’
bank accounts.
104. Guo knowingly or recklessly misappropriated at least approximately $51 million
of $255 million in investor funds that were raised from the G-Clubs Offering as follows:
a. In June 2021, $3.5 million of the G-Clubs investor funds were used to
purchase a Ferrari race car from a Beverly Hills-based Ferrari dealership for
Qiang Guo;
b. In December 2021, $26.5 million of the G-Clubs Offering investor funds were
used towards the purchase of a 50,000 square foot mansion in Mahwah, New
Jersey intended for the use and benefit of Guo, Ngok, Mei Guo, and Qiang

21
Guo;
c. Between December 2021 and March 2022, an additional $13 million of
G-Clubs Offering investor funds was used to pay for renovations to Guo’s
Mahwah, New Jersey mansion, as well as various furniture and decorative
expenditures, such as $978,000 for Chinese and Persian rugs, a $62,000
television, a $59,000 watch storage box, a $53,000 fireplace log cradle holder,
and a $35,000 mattress; and
d. Between in or about August 2021 and November 2021, G-Clubs Offering
investor funds were used to pay for various luxury items and services for Guo
and his family, including $2.7 million for a yacht and yacht-related expenses,
$2.9 million for a Bugatti automobile, $832,000 for a Lamborghini, and
approximately $1.5 million for other vehicles and racing-related expenses.
105. Guo, Ngok, Mei Guo, and Qiang Guo did not have legitimate claims to receive
these G-Clubs Offering investor funds.
106. To date, purchasers of G-Clubs memberships have not received GTV or
G-Fashion stock.
VI. The H-Coin Offering
107. In or around April 2021, the so-called Himalaya Exchange announced an
upcoming initial offering of H-Coin, a new crypto asset security, and posted a “White Paper” for
H-Coin on its website.
3

108. The White Paper stated that the H-Coin Offering would involve the sale of 1

3
  The April 2021 announcement also referenced the sale of “HCN Credits,” which the Himalaya Exchange
website explained correspond to an investor’s holding in H-Coin.  For purposes of this Complaint, all references to
“H-Coin” include HCN Credits.

22
billion H-Coins at a price of $.10 per coin and contained a graph depicting the potential for high
investment returns.
109. On or about September 24, 2021, the CEO of the Himalaya Exchange described
H-Coin as an “investment coin” in a videotaped interview posted on GTV’s website.
110. On or around October 20, 2021, in a publicly-available online video, Guo
discussed the upcoming launch of H-Coin and stated that he had “designed” H-Coins.  In
subsequent publicly-available videos, including a video posted on Guo’s GNews website on or
about June 2, 2022, Guo touted the liquidity of H-Coin, which was purportedly traded on the
“Himalaya Exchange.”
111.  Additionally, in the October 20, 2021 video, Guo stated, in substance, that H-
Coin “has 20% gold” and that “[n]o matter how much [H-Coin] raises, 20% will turn into gold.”
112. Guo also stated in the October 20, 2021 video that H-Coin would make money
and that he would compensate investors for “100%” of investment losses attributable to H-Coin.
113. On or around November 1, 2021, Guo announced via a publicly-available online
video the official launch of H-Coin, along with a purported companion stablecoin, H-Dollar,
through the so-called Himalaya Exchange.  Guo explained that H-Coin could be purchased using
H-Dollar and that H-Dollar would be linked to the U.S. Dollar on a 1-to-1 basis.
114. Guo told prospective investors in the November 1, 2021 announcement that the
price of H-Coin “will be far beyond your imagination.”
115. On or around the same date, Guo released a music video entitled “Hcoin to the
Moon” on YouTube and Vevo.  GNews’ website also posted a link to the music video and
referred to it as “Mr. Guo’s new song.”
116. The phrase “to the moon” is used in the crypto asset space to signal expectations

23
that a crypto asset will dramatically increase in value.
117. The “Hcoin to the Moon” video prominently featured Guo and provided the
website address for the so-called Himalaya Exchange, through which investors could purchase
H-Coin.
118. The “Hcoin to the Moon” video also contained a caption stating in English, “20%
gold reserve attaches to the value.”
119. Similarly, on or about November 1, 2021, the GNews website, which is operated
by Guo and Saraca, reported that H-Coin would be “pegged to gold” through gold reserves
“equal to 20% of the market value of the H-Coin.”
120. Guo, who has been seeking asylum in the U.S. since 2017, made the statements
regarding H-Coin discussed above while residing in the United States.
121. Guo also knew, or recklessly disregarded, the false and misleading nature of the
his statements relating to (i) the supposed gold backing of 20% of H-Coin and (ii) his proffered
intent to repay H-Coin investors for their losses.
122. Based on the H-Coin Offering’s initial issuance (1 billion H-Coins) and
subsequent fluctuations in its purported trading value (from $.10 to $46 per coin), as much as
$9.2 billion in gold reserves would have been required to cover Guo’s promise of securing 20%
of H-Coin’s value through gold reserves, which neither Guo nor the so-called Himalaya
Exchange possessed at any point.
123. Guo also lacked the financial resources to cover investor losses from the sale of 1
billion H-Coin.
124. Guo filed for personal bankruptcy, where he declared assets of $100,000 or less,
less than four months after making this promise to investors.

24
125. Within days of the H-Coin and H-Dollar launch, on or around November 12,
2021, various media articles reported that $100 million had already been raised from the initial
sale of H-Coin and that its price has increased from its initial offering price of $.10 to $27.
126. On or around the same date, the CEO of the Himalaya Exchange was quoted in
certain articles as saying that one billion H-Coin had already been sold, equating to a market
value of $27 billion, and that the platform had opened more than 20,000 accounts for H-Coin
trading purposes.
127. As of in or around October 2022, thousands of investors had purchased at least
$500 million worth of H-Coins or H-Dollars, including at least approximately $373 million
purchased on or after November 1, 2021.  These funds were pooled in U.S. bank accounts
belonging to the so-called Himalaya Exchange and purportedly used to pay for salaries and
consulting firms.
128. Some H-Coin investors have attempted unsuccessfully to liquidate their purported
H-Coin holdings.
VII. The Subject Offerings Constituted the Offer and Sale of “Securities”
129. As with the GTV Private Placement, which involved the offer and sale of GTV
common stock, the other Subject Offerings constituted the offer and sale of “securities” under
the federal securities laws.
130. The Convertible Loan Offering constituted offers and sales of “securities” under
the federal securities laws because of the ability of investors to convert their loans into GTV
common stock.
131. In addition, the convertible loans that were offered and sold through the
Convertible Loan Offering are notes that are securities based on Reves v. Ernst & Young, 494
U.S. 56, 64-65 (1990).  Specifically, investors purchased the notes expecting to earn profits in

25
the form of interest based on the performance of the Farms and GTV and to invest in GTV, while
the seller’s stated purpose was to raise money for “general working capital purposes,” i.e., for
general use of a business enterprise.  The convertible loans were offered through a general
solicitation to a broad segment of the public, and the public would reasonably expect that these
loans convertible to GTV common stock were investments.  There also is no other regulatory
scheme that would render the application of the federal securities laws unnecessary.  Thus, under
Reves, the convertible loans were notes and offered and sold as securities.
132. Moreover, the convertible loans were also offered and sold as investment
contracts and, therefore, are securities under Section 2(a)(1) of the Securities Act, pursuant to
SEC v. W.J. Howey Co., 328 U.S. 298-99 (1946).  The Convertible Loan Offering involved an
investment of money that was pooled as part of a common enterprise in the bank accounts
controlled by Guo, and investors would share in the success of the enterprise through the returns
on the loan that were promised and the ability to convert the loan to GTV stock.  Convertible
Loan Offering investors, who were entirely passive, also had a reasonable expectation of profits
that would be derived from the entrepreneurial and managerial efforts of GTV based on the
glowing statements made by Guo as to GTV’s valuation and secondary market trading activity.
133. The G-Clubs memberships constituted offers and sales of GTV and G-Fashion
common stock and, therefore, are securities under the federal securities laws.
134. The G-Clubs memberships are securities under Section 2(a)(1) of the Securities
Act because, pursuant to Howey, they were offered and sold as investment contracts.  Guo
represented to prospective G-Clubs members that they would receive GTV and/or G-Fashion
stock in exchange for their investments.  The G-Clubs memberships involved an investment of
money that was pooled as part of a common enterprise in the bank accounts controlled by

26
G-Clubs.  G-Clubs Offering investors, who were entirely passive, also viewed the G-Clubs
Offering as an opportunity to profit from the entrepreneurial and managerial efforts of GTV and
G-Fashion based on the glowing statements made by Guo as to GTV’s and G-Fashion’s
valuation and secondary market trading activity of GTV stock.  Specifically, when touting the
ability of G-Clubs Offering investors to obtain GTV and G-Fashion stock, Guo stated GTV was
now worth up to 20 times as much per share and routinely touted the prospects of GTV’s and
G-Fashion’s online platform.
135. Because G-Clubs Offering investors were told that G-Clubs memberships were a
way to obtain GTV and G-Fashion stock, G-Clubs Offering investors’ return on investment
depended on the success or failure of (1) GTV’s management’s ability to develop its social
media platform and/or (2) G-Fashion’s management’s development of a “Multi-lingual fashion
e-commerce platform” and the desirability of its “high end collection by the world’s top
designers” and “featured furniture line (work in progress)” that were to be sold on the platform.
Therefore, G-Clubs Offering investors, some of whom purchased multiple memberships and/or
paid in excess of the $50,000 highest tier membership, had a reasonable expectation that they
would obtain future profits if GTV and/or G-Fashion were successful in its entrepreneurial and
managerial efforts to develop its businesses.
136. The H-Coins that were offered and sold are investment contracts, and therefore
are securities, under Section 2(a)(1) of the Securities Act, based on the Supreme Court’s
framework in Howey.  H-Coin investors paid U.S. dollars or H-Dollars to receive H-Coins
through wire transfers and checks to U.S. bank accounts belonging to the so-called Himalaya
Exchange or through transfers on its online platform.  H-Coin investors shared equally in price
increases or decreases of H-Coin.  H-Coin investors, who were passive, also had a reasonable

27
expectation of profits that would be derived from the entrepreneurial and managerial efforts of
the Himalaya Exchange, including its ability to develop an online platform through which
investors could transact using H-Coins.
FIRST CLAIM FOR RELIEF
Violation of Section 17(a) of the Securities Act
(Guo)
137. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 136.
138. By virtue of the foregoing, in connection with each of the GTV Private
Placement, Convertible Loan Offering, G-Clubs Offering and H-Coin Offering, Defendant Guo,
in the offer and sale of securities, by the use of the means and instruments of transportation or
communication in interstate commerce or by use of the mails, directly or indirectly, (i) employed
devices, schemes and artifices to defraud; (ii) obtained money and property by means of untrue
statements of material facts and omissions to state material facts necessary in order to make the
statements made, in light of the circumstances under which they were made, not misleading; and
(iii) engaged in transactions, practices, and courses of business which operated or would operate
as a fraud or deceit upon the purchasers of such securities.
139. By reason of the foregoing, Defendant Guo, directly or indirectly, violated and,
unless enjoined, will again violate Securities Act Sections 17(a) [15 U.S.C. §§ 77q(a)].
SECOND CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder
(Guo)

140. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 136.
141. By virtue of the foregoing, in connection with each of the GTV Private
Placement, Convertible Loan Offering, G-Clubs Offering and H-Coin Offering, Defendant Guo,

28
directly and indirectly, in connection with the purchase and sale of securities and by the use of
means and instrumentalities of interstate commerce, or the mails, knowingly or recklessly
(i) employed devices, schemes or artifices to defraud; (ii) made untrue statements of material fact
and omitted to state material facts necessary in order to make the statements made, in the light of
the circumstances under which they were made, not misleading; and (iii) engaged in acts,
practices and courses of business which operated or would have operated as a fraud and deceit
upon purchasers of securities and upon other persons.
142. By reason of the foregoing, Defendant Guo, directly or indirectly, have violated
and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and
Rules 10b-5 thereunder [17 C.F.R. §§ 240.10b-5].
THIRD CLAIM FOR RELIEF
Violations of Sections 17(a)(1) and 17(a)(3) of the Securities Act
(Je)

143. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 76 and paragraphs 86 through 93.
144. As described above, in connection with the GTV Private Placement, Defendant
Je, in the offer and sale of securities, by use of the means and instruments of transportation or
communication in interstate commerce or by use of the mails, directly or directly, (i) employed
devices, schemes and artifices to defraud; and (ii) engaged in transactions, practices, and courses
of business which operated or would operate as a fraud or deceit upon the purchasers of such
securities.
145. By reason of the foregoing, Defendant Je, directly or indirectly, violated and,
unless enjoined, will again violate Securities Act Sections 17(a)(1) and (3) [15 U.S.C.
§§ 77q(a)(1) and (3)].

29
FOURTH CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and
Rules 10b-5(a) and 10b-5(c) thereunder
(Je)

146. The Commission re-alleges and incorporates by reference here the allegation in
paragraphs 1 through 76 and paragraphs 86 through 93.
147. As described above, in connection with the GTV Private Placement, Defendant
Je, directly and indirectly, in connection with the purchase and sale of securities and by the use
of means and instrumentalities of interstate commerce, or the mails, knowingly or recklessly (i)
employed devices, schemes or artifices to defraud; and (iii) engaged in acts, practices and
courses of business which operated or would have operated as a fraud and deceit upon
purchasers of securities and upon other persons.
148. By reason of the foregoing, Defendant Je, directly or indirectly, have violated and,
unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rules
10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and (c)].
FIFTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Section 17(a)(2) of the Securities Act
(Je)

149. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 76 and paragraphs 86 through 93.
150. As described above, in connection with the GTV Private Placement, Defendant
Guo, directly or indirectly, in the offer or sale of securities by the use of the means or
instruments of transportation or communication in interstate commerce or the mails, 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 in order to make the statements made,
in light of the circumstances under which they were made, not misleading.

30
151. By engaging in the conduct described, Defendant Guo violated Securities Act
Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)].
152. Defendant Je intentionally, knowingly or recklessly provided substantial
assistance to Defendant Guo.
153. By reason of the foregoing, Defendant Je aided and abetted the violations of
Section 17(a)(2) of the Securities Act by Defendant Guo in connection with the GTV Private
Placement and, pursuant to Section 15(b) of the Securities Act [15 U.S.C. § 77o(b)], Defendant
Je is liable to the same extent as Defendant Guo for his violations of Section 17(a)(2) of the
Securities Act.
SIXTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Section 10(b) of the Exchange Act
and Rule 10b-5(b) thereunder
(Je)

154. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 76 and paragraphs 86 through 93.
155. As described above, Defendant Guo, directly or indirectly, in connection with the
purchase and sale of securities for the GTV Private Placement, by the use of the means and
instrumentalities of interstate commerce and by the use of the mails, intentionally, knowingly, or
recklessly, made untrue statements of material fact and omitted to state material facts necessary
in order to make the statements made, in the light of the circumstances under which they were
made, not misleading.
156. By engaging in the conduct described, Defendant Guo violated Section 10(b) of
the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. 240.10b-5(b)].
157. Defendant Je intentionally, knowingly, or recklessly provided substantial
assistance to Defendant Guo.

31
158. By reason of the foregoing, Defendant Je aided and abetted the violations of
Section 10(b) [15 U.S.C. § 78j(b)] of the Exchange Act and Rule 10b-5(b) [17 C.F.R. 240.10b-
5(b)] thereunder by Defendant Guo and, pursuant to Section 20(e) of the Exchange Act [15
U.S.C. § 78t(e)], Defendant Je is liable to the same extent as Defendant Guo for his violations of
Sections 10(b) of the Exchange Act and Rule 10b-5(b) thereunder.
SEVENTH CLAIM FOR RELIEF
Violations of Sections 5(a) and (c) of the Securities Act
(Guo)
159. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 76 and paragraphs 129 through 136.
160. In connection with the GTV Private Placement, the Convertible Loan Offering,
and the G-Clubs Offering, Defendant Guo, directly or indirectly, (i) made use of means or
instruments of transportation or communication in interstate commerce or of the mails to sell,
through the use or medium of a prospectus or otherwise, securities as to which no registration
statement was in effect; (ii) for the purpose of sale or for delivery after sale, carried or caused to
be carried through the mails or in interstate commerce, by any means or instruments of
transportation, securities as to which no registration statement was in effect; or (iii) made use of
means or instruments of transportation or communication in interstate commerce or of the mails
to offer to sell or offer to buy, through the use or medium of a prospectus or otherwise, securities
as to which no registration statement had been filed.
161. By reason of the foregoing, Guo violated and, unless enjoined, will again violate,
Securities Act Sections 5(a) and 5(c) [15 U.S.C. §§ 77e(a) and 77e(c)].

32
EIGHTH CLAIM FOR RELIEF
Violations of Sections 5(a) and (c) of the Securities Act
(Mountains of Spices)
162. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 33, paragraphs 66 through 93, and paragraphs 129 through 132.
163. In connection with the Convertible Loan Offering, Defendant Mountains of
Spices directly or indirectly, singly or in concert, (i) made use of means or instruments of
transportation or communication in interstate commerce or of the mails to sell, through the use or
medium of a prospectus or otherwise, securities as to which no registration statement was in
effect; (ii) for the purpose of sale or for delivery after sale, carried or caused to be carried
through the mails or in interstate commerce, by any means or instruments of transportation,
securities as to which no registration statement was in effect; or (iii) made use of means or
instruments of transportation or communication in interstate commerce or of the mails to offer to
sell or offer to buy, through the use or medium of a prospectus or otherwise, securities as to
which no registration statement had been filed.
164. By reason of the foregoing, Defendant Mountains of Spices violated and, unless
enjoined, will again violate, Securities Act Sections 5(a) and 5(c) [15 U.S.C. §§ 77e(a) and
77e(c)].
NINTH CLAIM FOR RELIEF
Violations of Sections 5(a) and (c) of the Securities Act
(G Club Operations)
165. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 33, paragraphs 66-76, paragraphs 94 through 106, paragraph 129, and
paragraphs 133 through 135.
166. In connection with the G-Clubs Offering, Defendant G Club Operations, directly

33
or indirectly, singly or in concert, (i) made use of means or instruments of transportation or
communication in interstate commerce or of the mails to sell, through the use or medium of a
prospectus or otherwise, securities as to which no registration statement was in effect; (ii) for the
purpose of sale or for delivery after sale, carried or caused to be carried through the mails or in
interstate commerce, by any means or instruments of transportation, securities as to which no
registration statement was in effect; or (iii) made use of means or instruments of transportation or
communication in interstate commerce or of the mails to offer to sell or offer to buy, through the
use or medium of a prospectus or otherwise, securities as to which no registration statement had
been filed.
167. By reason of the foregoing, Defendant G Club Operations violated and, unless
enjoined, will again violate, Securities Act Sections 5(a) and 5(c) [15 U.S.C. §§ 77e(a) and
77e(c)].
TENTH CLAIM FOR RELIEF
Unjust Enrichment
(All Relief Defendants)

168. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 106 and paragraphs 129 through 135.
169. Between February 2021 and October 2021, Relief Defendant Mei Guo received at
least $19 million in Convertible Loan Offering investor funds.  Mei Guo had no legitimate claim
to the funds she received.  Mei Guo obtained the funds under circumstances in which it is not
just, equitable, or conscionable for her to retain the funds, and therefore was unjustly enriched.
170. From January 2021 through June 2021, Relief Defendant Qiang Guo received at
least $31 million of proceeds from the Convertible Loan Offering and at least $3.5 million in
proceeds from the G-Clubs Offering.  Qiang Guo had no legitimate claim to the funds he

34
received.  Qiang Guo obtained the funds under circumstances in which it is not just, equitable, or
conscionable for her to retain the funds, and therefore was unjustly enriched.
171. In October 2020, Relief Defendant Ngok received $5 million of proceeds from the
Convertible Loan Offering.  Ngok had no legitimate claim to the funds she received.  Ngok
obtained the funds under circumstances in which it is not just, equitable, or conscionable for her
to retain the funds, and therefore was unjustly enriched.
172. Between January 2021 and February 2021, Relief Defendant Rong received $3
million in Convertible Loan Offering proceeds in her personal bank account.  Rong had no
legitimate claim to the money she received.  Rong obtained the funds under circumstances in
which it is not just, equitable, or conscionable for her to retain the funds, and therefore was
unjustly enriched.
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently enjoining Guo and his agents, servants, employees and attorneys and all
persons in active concert or participation with any of them from violating, directly or indirectly,
Sections 5(a) and (c) and 17(a) of the Securities Act [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)]
and Sections 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17
C.F.R. § 240.10b-5];
II.
Permanently enjoining Je and his agents, servants, employees and attorneys and all
persons in active concert or participation with any of them from violating, directly or indirectly,

35
Sections 17(a) of the Securities Act [15 U.S.C. §§ 77q(a)] and 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];
III.
Permanently enjoining Mountains of Spices and G Club Operations and their agents,
servants, employees and attorneys and all persons in active concert or participation with any of
them from violating, directly or indirectly, Sections 5(a) and (c) of the Securities Act [15 U.S.C.
§§ 77e(a) and 77e(c)];
IV.
Ordering Defendants to disgorge all ill-gotten gains they received directly or indirectly,
with pre-judgment interest thereon, as a result of the conduct alleged in this Complaint pursuant
to Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), (d)(5)
and (d)(7)];
V.
Ordering Defendants to pay civil monetary penalties under Section 20(d) of the Securities
Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)];
VI.
Imposing a conduct-based injunction pursuant to Section 21(d)(5) of the Exchange Act
[15 U.S.C. § 78u(d)(5)], prohibiting Guo from participating in the offer or sale of securities,
including crypto asset securities, except for transactions in his own personal accounts;
VII.
 Permanently prohibiting Guo and Je from serving as an officer or director of any
company that has a class of securities registered under Section 12 of the Exchange Act [15
U.S.C. § 78l] or that is required to file reports under Section 15(d) of the Exchange Act [15

36
U.S.C. § 78o(d)], pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section
21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)];
VIII.
 Ordering Relief Defendants Mei Guo, Qiang Guo, Ngok, and Rong, to pay, with
prejudgment interest, all ill-gotten gains by which they were was unjustly enriched, under
Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5)
and 78u(d)(7)]; and
IX.
Granting any other and further relief this Court may deem just and proper.
JURY DEMAND
The Commission demands a trial by jury.

Dated:  New York, New York
March 15, 2023

/s/ Antonia M. Apps                         .
ANTONIA M. APPS
REGIONAL DIRECTOR
Thomas P. Smith, Jr.
Sandeep Satwalekar
Daniel Loss
William T. Conway III
Amanda Rios
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, New York 10004
(212) 336-5571
[email protected]

ANTONIA M. APPS 
REGIONAL DIRECTOR 
Thomas P. Smith, Jr.   
Sandeep Satwalekar 
Daniel Loss 
William Conway 
Amanda Rios 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, New York 10004-2616 
(212) 336-5571 (Loss) 
[email protected] 
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
HO WAN KWOK (A/K/A MILES GUO, MILES 
KWOK, WENGUI GUO AND BROTHER 
SEVEN), KIN MING JE (A/K/A WILLIAM JE), 
MOUNTAINS OF SPICES LLC (D/B/A NEW 
YORK FARM), and G CLUB OPERATIONS 
LLC, 
 
                                             Defendants,  
 
                         -and- 
 
MEI GUO, QIANG GUO (A/K/A MILESON 
GUO), HING CHI NGOK, and SIN TING RONG, 
 
                                             Relief Defendants. 
 
 

 
 
COMPLAINT 

   
23 Civ. 2200 (       ) 

 
  

JURY TRIAL DEMANDED 
  

           
          

 
Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against 

Defendants Ho Wan Kwok (a/k/a Miles Guo, Miles Kwok, Wengui Guo, and Brother Seven) 

(“Guo”), Kin Ming Je (a/k/a William Je) (“Je”), Mountains of Spices LLC (d/b/a New York 

Case 1:23-cv-02200   Document 1   Filed 03/15/23   Page 1 of 36



 2

Farm) (“Mountains of Spices”), and G Club Operations LLC (“G Club Operations”) 

(collectively, “Defendants”) and Relief Defendants Mei Guo, Qiang Guo (a/k/a Mileson Guo), 

Hing Chi Ngok (“Ngok”), and Sin Ting Rong (“Rong”) (collectively, “Relief Defendants”), 

alleges as follows: 

SUMMARY 

1. This action concerns multiple offering frauds orchestrated by Guo, an exiled 

Chinese businessman living in the United States who targeted retail investors through online and 

social media posts and videos.  Since in or about April 2020, Guo has conducted fraudulent 

securities offerings (the “Subject Offerings”) that have collectively raised at least hundreds of 

millions of dollars from investors in the United States and around the world.  Unbeknownst to 

those investors, Guo and his financial adviser, Je, misappropriated a large portion of the funds 

raised from certain of the Subject Offerings in order to enrich themselves and their family 

members, including the Relief Defendants. 

2. Guo pitched three unregistered securities offerings to investors as a means of 

obtaining shares in GTV Media Group, Inc. (“GTV”), a media company that Guo founded, and a 

fourth offering as a means to obtain a crypto asset security called “H-Coin” that he falsely 

claimed was backed by gold reserves. 

3. First, from in or about April 2020 to June 2020, Guo and Je launched an 

unregistered offering of GTV common stock (the “GTV Private Placement”), which raised 

approximately $452 million.  According to the private placement memorandum (the “GTV 

PPM”), GTV’s mission was “to build the most popular and safest social media and transaction 

platform independent of the Chinese government’s censorship and monitoring, allowing the 

people of China and the world to realize the freedom of speech and trade.”  Guo and Je claimed 

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that investor funds obtained pursuant to the GTV Private Placement would be used for GTV’s 

operations and business development.  In fact, however, just days after the conclusion of the 

GTV Private Placement, Guo and Je misappropriated $100 million of investor money for the 

benefit of a company solely owned by Guo’s son, Qiang Guo.  

4. Second, following the GTV Private Placement, from in or about July 2020 

through March 2021, Guo solicited investments in an at least $150 million unregistered offering 

of convertible loans that could be exchanged for GTV common stock (the “Convertible Loan 

Offering”).  Before and during the Convertible Loan Offering, Guo made material 

misrepresentations relating to GTV’s valuation and the price at which GTV stock traded, falsely 

claiming, for example, that GTV was worth as much as $20 billion and that the stock was trading 

at $18 per share, mere months after the GTV Private Placement offered the stock at just $1 per 

share.  These misrepresentations were important to investors’ decisions to purchase GTV’s 

convertible loans.  Guo also misappropriated at least tens of millions of dollars raised from the 

Convertible Loan Offering. 

5. Third, from in or about October 2020 through December 2021, Guo and G Club 

Operations sold memberships in a concierge service called G-Clubs (a/k/a G-Club and 

G|CLUBS) pursuant to an unregistered offering (the “G-Clubs Offering”).  In connection with 

the G-Clubs Offering, Guo and G Club Operations falsely represented that purchasers of           

G-Clubs memberships would receive shares of GTV and/or G Fashion LLC (“G-Fashion”), a 

related company that held itself out as a fashion retailer.  In fact, contrary to these 

representations, numerous G-Clubs members did not receive stock in either GTV or G-Fashion 

as promised.  As with the Convertible Loan Offering, Guo’s misrepresentations relating to 

GTV’s valuation and the trading price of its stock were important to investors’ decisions to 

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participate in the G-Clubs Offering.  Out of at least $255 million raised pursuant to the G-Clubs 

Offering, Guo and members of his family, including Mei Guo, Qiang Guo, and Ngok, received 

approximately $51 million in misappropriated investor funds for their personal benefit.   

6. Finally, beginning in at least approximately October 2021, Guo made material 

misrepresentations to prospective purchasers of a crypto asset security called H-Coin (a/k/a 

Himalaya Coin or HCN).  For example, Guo falsely claimed that 20% of H-Coin’s value was 

held in gold reserves.  Additionally, Guo falsely stated that he would compensate investors for 

losses related to their H-Coin purchases.  From approximately May 2021 through October 2022, 

thousands of investors contributed an aggregate of approximately at least $500 million for the 

purchase of H-Coin and a purported companion stablecoin, H-Dollar.  Most of these investments 

occurred after Guo made the misrepresentations discussed herein. 

VIOLATIONS 

7. By virtue of the foregoing conduct and as alleged further herein, Defendants Guo 

and Je have committed securities fraud and Defendants Guo, G Club Operations, and Mountains 

of Spices offered and sold unregistered securities.  Defendant Je also aided and abetted some of 

Guo’s securities fraud violations. 

8. Defendants Guo, Mountains of Spices, and G Club Operations violated Sections 

5(a) and (c) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a) and 77e(c)]. 

9. Defendants Guo and Je violated Sections 17(a)(1) and 17(a)(3) of the Securities 

Act [15 U.S.C. §§77q(a)(1) and 77q(a)(3)] and Section 10(b) of the Securities Exchange Act of 

1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and (c) thereunder [17 

C.F.R. §§ 240.10b-5(a) and (c)].   

10. Defendant Guo further violated Section 17(a)(2) of the Securities Act [15 U.S.C. 

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 5

§ 77q(a)(2)] and Section 10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and Rule 10b-5(b) 

thereunder [17 C.F.R. § 240.10b-5(b)].  

11. Pursuant to Section 15(b) of the Securities Act [15 U.S.C. § 77o(b)] and Section 

20(e) of the Exchange Act [15 U.S.C. § 78t(e)], Je aided and abetted Guo’s violations of Section 

17(a)(2) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5(b) 

thereunder. 

12. Unless Defendants are restrained and enjoined, they will engage in the acts, 

practices, transactions, and courses of business set forth in this Complaint or in acts, practices, 

transactions, and courses of business of similar type and object.   

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

13. The Commission brings this action pursuant to the authority conferred upon it by 

Sections 20(b) and 20(d) of the Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)] and Section 21(d) 

of the Exchange Act [15 U.S.C. § 78u(d)].  

14. The Commission seeks a final judgment: (a) permanently enjoining Defendants 

from violating the federal securities laws and rules this Complaint alleges they have violated; 

(b) ordering Defendants to disgorge all ill-gotten gains they received as a result of the violations 

alleged here and to pay prejudgment interest thereon pursuant to Sections 21(d)(3), 21(d)(5) and 

21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5) and 78u(d)(7)]; (c) ordering 

Defendants to pay civil money penalties pursuant to Section 20(d) of the Securities Act [15 

U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)];                  

(d) permanently prohibiting Guo from participating in the offer or sale of securities, including 

crypto asset securities, except for transactions in his own personal account, pursuant to Section 

21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)]; (e) permanently prohibiting Guo and Je 

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from serving as an officer or director of any company that has a class of securities registered 

under Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file reports under 

Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)], pursuant to Section 20(e) of the 

Securities Act [15 U.S.C. § 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 

78u(d)(2)]; (f) ordering Mei Guo, Qiang Guo, Ngok, and Rong to pay, with prejudgment interest, 

all ill-gotten gains by which they were unjustly enriched, pursuant to Exchange Act Sections 

21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5) and 78u(d)(7)]; and 

(g) ordering any other and further relief the Court may deem just and proper. 

JURISDICTION AND VENUE 

15. This Court has jurisdiction over this action pursuant to Section 22(a) of the 

Securities Act [15 U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa]. 

16. Defendants, directly and indirectly, have made use of the means or 

instrumentalities of interstate commerce or of the mails in connection with the transactions, acts, 

practices, and courses of business alleged herein. 

17. Venue lies in this District under Section 22(a) of the Securities Act [15 U.S.C. 

§ 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa].  Defendants may be found in, 

are inhabitants of, or transact business in the Southern District of New York, and certain of the 

acts, practices, transactions, and courses of business alleged in this Complaint occurred within 

this District, including the solicitation of investors in the Subject Offerings and the receipt and 

diversion of investor funds.  For example, GTV was headquartered in this District and Guo 

resided in this District during some of the relevant conduct. 

DEFENDANTS 

18. Guo, age 54, is a Hong Kong citizen living in New York, New York and 

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Greenwich, Connecticut.  At all relevant times, Guo controlled GTV, Saraca Media Group, Inc. 

(“Saraca”), G Club Operations, and G-Fashion.  Guo is not registered with the Commission in 

any capacity.  Guo asserted his Fifth Amendment right against self-incrimination in response to 

being subpoenaed for documents and testimony in the Commission staff’s investigation 

preceding the filing of this action. 

19. Je, age 55, is a dual Hong Kong and United Kingdom citizen currently living in 

London, United Kingdom.  Je is a long-time investment banker and financial adviser to Guo and 

his family.  Je served as GTV’s adviser for the GTV Private Placement and also owns and controls 

various companies that received investor funds raised pursuant to the Convertible Loan Offering 

and G-Clubs Offering.  Je is also the owner of an entity that purported to operate the so-called 

“Himalaya Exchange,” through which H-Coin was offered and sold to the investing public. 

20. G Club Operations, formed in 2020, is a Puerto Rico company with its principal 

places of business in Puerto Rico and New York, New York.  G Club Operations operates the      

G-Clubs membership program and directly and indirectly received at least $255 million in investor 

proceeds during the G-Clubs Offering.  G Club Operations is not registered with the Commission 

in any capacity.   

21. Mountains of Spices, formed in 2019, is a New York company with its principal 

place of business in Great Neck, New York.  Mountains of Spices directly and indirectly collected 

over $24.6 million in investor funds pursuant to the Convertible Loan Offering.  Mountains of 

Spices is not registered with the Commission in any capacity. 

RELIEF DEFENDANTS 

22. Mei Guo, age 34, is a Hong Kong citizen living in New York, New York and 

Greenwich, Connecticut.  Mei Guo is Guo’s daughter.  In February 2021, a corporate entity 

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solely owned by Mei Guo (“Company 1”) received approximately $18 million in proceeds from 

the Convertible Loan Offering.  In October 2021, Company 1 transferred $400,000 of such 

proceeds to Mei Guo’s personal bank account.  In addition, between March and May 2021, a 

company that is wholly-owned by Qiang Guo (“Company 2”) transferred a total of $650,000 in 

Convertible Loan Offering proceeds to Mei Guo’s personal bank account.  Mei Guo and 

Company 1 had no legitimate claim to the funds they received that are traceable to the 

Convertible Loan Offering. 

23. Qiang Guo, age 36, is a Hong Kong citizen residing in London, United Kingdom.  

Qiang Guo is Guo’s son.  Qiang Guo is the beneficial owner of Saraca, which used at least $100 

million of GTV Private Placement investor funds for its own benefit, contrary to the disclosures 

to GTV Private Placement investors.  Qiang Guo is the sole owner of Company 2, which 

received approximately $27 million in Convertible Loan Offering investor funds.  In May and 

June 2021, Company 2 transferred $20 million of these investor funds to a bank account based in 

Switzerland belonging to Qiang Guo.  In June 2021, Qiang Guo used approximately $3.5 million 

in G-Clubs Offering investor funds to purchase a Ferrari race car.  Qiang Guo, Saraca, and 

Company 2 had no legitimate claim to these investor funds they received. 

24. Ngok, age 54, is a Chinese citizen residing in Greenwich, Connecticut.  Ngok is 

Guo’s wife and is the sole owner of a corporate entity (“Company 3”) that received 

approximately $5 million in Convertible Loan Offering investor funds in October 2020.  

Company 3 is also the 100% owner of a mansion in Greenwich, Connecticut, which was one of 

Guo’s residences during the time period of the Subject Offerings.  Ngok and Company 3 had no 

legitimate claim to the Convertible Loan Offering investor funds they received. 

25. Rong, age 52, is a Hong Kong citizen residing in London, United Kingdom.  

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Rong is Je’s wife.  Between about January 2021 and February 2021, Je transferred approximately 

$3 million in Convertible Loan Offering proceeds from one of his companies to Rong’s personal 

bank account.  Rong had no legitimate claim to the investor funds she received. 

OTHER RELEVANT ENTITIES 

26. G Fashion LLC (a/k/a G|FASHION) (“G-Fashion”), formed in 2020, is a Puerto 

Rico company with its principal place of business in New York, New York.  According to the 

company’s website, G-Fashion owns and operates “a global luxury brand, featuring bespoke 

collections by the world’s top designers” and “serves as the fashion counterpart to G Clubs, and 

will provide exclusive benefits to G Clubs members.” 

27. GNews Media Group, Inc. (“GNews”), formed in 2019, is a Delaware 

corporation with its principal place of business in Puerto Rico.  GNews is 100% owned by 

Saraca, a Delaware company owned by Guo’s son, Qiang Guo.  According to the GTV PPM, 

Guo and Saraca operate GNews.  GNews’ website describes GNews as “one of the world’s 

leading social media platforms” and features Guo’s videos and related content, including 

sections of the website entitled “Miles Guo” and “Miles’ Text.”  The GNews website also 

contains links to the websites for G-Clubs, G-Fashion, and the so-called Himalaya Exchange, as 

well as articles that summarize H-Coin’s purported recent trading activity. 

28. GTV, formed in April 2020, is a Delaware corporation with its principal place of 

business in New York, New York.  GTV owned and operated a news-focused social media website 

and mobile application.  In September 2021, GTV agreed to settle Commission charges that it 

violated Sections 5(a) and 5(c) of the Securities Act by conducting the GTV Private Placement.  

GTV’s website was taken down in March 2022 and the company has been inactive and insolvent 

since at least that time. 

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 10 

29. Saraca formed in May 2018, is a Delaware corporation with its principal place of 

business in New York, New York.  Saraca is the parent company of GTV and is solely owned by 

Qiang Guo.  In September 2021, Saraca agreed to settle Commission charges that it violated 

Sections 5(a) and 5(c) of the Securities Act in connection with the GTV Private Placement.   

FACTS 

I. Background on Guo 

30. Guo is an exiled Chinese businessman who has been in the United States since in 

or around 2014.  In 2017, Guo applied for political asylum in the United States and that 

application remains pending. 

31. The GTV PPM, dated April 2020, describes Guo as a successful businessman and 

a billionaire. 

32. On or about February 15, 2022, Guo filed for Chapter 11 bankruptcy protection, 

claiming assets valued between $50,000 and $100,000 and liabilities valued between $100 

million and $500 million. 

33. Following his departure from China, Guo became a vocal critic of the Chinese 

government and developed a large social media following among the Chinese diaspora on 

YouTube and Gettr. 

II. The GTV Private Placement 

34. On or about April 17, 2020, Guo established GTV to own and operate a news-

focused social media platform. 

35. At the time of its formation, GTV was a wholly-owned subsidiary of Saraca, 

which has at all relevant times been beneficially owned by Guo’s son, Qiang Guo. 

36. Days after the creation of GTV, on April 21, 2020, Guo announced via a video 

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 11 

posted on his YouTube channel (the “Launch Video”) the unregistered offering of between 20 

million and 200 million newly-issued shares of GTV common stock at a price of $1 per share 

(i.e., the GTV Private Placement).  

37. The Launch Video, which has had over 4,000 views, described GTV as a social 

media platform like WeChat in China. 

38. The Launch Video further claimed that GTV had the potential to “go beyond” 

WeChat and other successful platforms and “become a world comprehensive service platform 

which is decentralized serving investors and having the most advanced technologies including 

modern finance and modern block chain.” 1 

39. The Launch Video provided Guo’s mobile phone number for potential investors 

to use for inquiries about the offering.   

40. In addition to participating in the Launch Video, Guo directed the preparation of 

the GTV PPM.  Although others contributed to its preparation, Guo exercised authority over the 

GTV PPM’s contents. 

41. Je, who served as GTV’s adviser for the GTV Private Placement, also edited the 

GTV PPM and other offering documents such as the “Investment Procedure Guidelines,” an 

instructional step-by-step guide that was sent to potential investors along with the GTV PPM.  

42. The GTV PPM stated that GTV’s mission was to “build the most popular and 

safest social media and transaction platform independent of the Chinese government’s 

censorship and monitoring, allowing the people of China and the world to realize the freedom of 

speech and trade.” 

43. According to the GTV PPM, GTV’s social media platform would be “the first 

                                                 
1  Certain statements attributed herein to Guo have been translated from Mandarin to English. 

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 12 

ever platform which will combine the power of citizen journalism and social news with state-of-

the-art technology, big data, artificial intelligence, block-chain technology and real-time 

interactive communication” and planned to be “the only uncensored and independent bridge 

between China and the Western world.” 

44. The GTV PPM described Guo as a “billionaire” as well as GTV’s “sponsor and 

adviser.” 

45. The GTV PPM stated that GTV Media planned to use the proceeds from the GTV 

Private Placement to “expand and strengthen the business.”  

46. The GTV PPM also contained the table depicted below representing the specific 

“contemplated” uses of investor proceeds set forth therein:   

Description  Percentage of Proceeds 

Acquisition of companies to strengthen and grow GTV  Approximate 70% 

Upgrade of GTV technology and security  Approximate 10% 

Marketing  Approximate 8% 

Working capital  Approximate 7% 

Other  Approximate 5% 

Total  100% 

 
47. The GTV PPM noted that GTV’s management would have “considerable 

discretion over the use of proceeds.”  

48. The GTV PPM did not disclose a plan to use any portion of the proceeds from the 

GTV Private Placement for the benefit of Saraca or the personal benefit of Guo or his family 

members. 

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 13 

49. The GTV PPM provided Guo’s mobile phone number for potential investors to 

use for inquiries about the offering.  

50. The GTV Private Placement was not made pursuant to an effective registration 

statement filed with the Commission. 

51. Guo solicited the general public for the GTV Private Placement by posting videos 

on his publicly-accessible pages on social media platforms, such as YouTube, as well as GTV’s 

and GNews’s respective websites, www.gtv.org and www.gnews.org. 

52. In addition, Guo personally disseminated information about the GTV Private 

Placement to hundreds of prospective investors via WhatsApp messages.  These messages 

included links to both the Launch Video and a Google Drive folder that contained copies of the 

GTV PPM, Investment Procedure Guidelines, and other offering materials, none of which was 

password protected or contained any restriction on who could view them or any limitations on 

their ability to be shared. 

53. Guo did not perform adequate due diligence to ensure that the persons solicited 

during the GTV Private Placement were accredited investors.  

54. The GTV Private Placement closed on June 2, 2020 and, in total, raised 

approximately $452 million from more than 1,000 investors, including U.S. investors.  

55. Pursuant to the GTV Private Placement’s investment instructions that were set 

forth in the Investment Procedure Guidelines – the contents of which were known to Guo and Je 

– the vast majority of the offering proceeds were deposited directly into Saraca’s bank accounts. 

56. Three days after the close of the GTV Private Placement, on or about June 5, 

2020, Saraca invested $100 million (approximately 22%) of the proceeds from the GTV Private 

Placement in a hedge fund (“Hedge Fund A”).  Saraca made this investment on its own behalf 

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 14 

and, by extension, for the benefit of Qiang Guo. 

57. Hedge Fund A’s investment strategy involved taking positions in various Asian 

currencies, particularly the Hong Kong dollar, versus certain developed market currencies 

through foreign currency forward and option contracts.   

58. Guo and Je made the decision for Saraca to invest GTV Private Placement 

investor funds with Hedge Fund A and negotiated the terms of the investment. 

59. Guo and Je had expressed investment interest to Hedge Fund A’s portfolio 

manager on multiple occasions since 2018.  

60. On or about May 26, 2020, Je instructed Hedge Fund A to have $100 million 

invested in Saraca’s name and provided Hedge Fund A with the required documentation for the 

investment, including Saraca’s “KYC” information and executed subscription agreements.  

61. On June 4, 2020, Je sent an email to Hedge Fund A stating “we will wire the 

funds tomorrow.” 

62. At the time of this investment, Guo and Je knew or recklessly disregarded that 

Saraca’s investment was made using investor funds from the GTV Private Placement and that the 

investment was contrary to the use of funds provisions in the GTV PPM.  

63. Guo and Je also concealed Saraca’s use of GTV Private Placement investor funds 

for its Hedge Fund A investment from GTV’s board of directors and officers. 

64. For example, Je attended GTV’s first board meeting on July 1, 2020 and did not 

inform the GTV board that $100 million of the GTV Private Placement proceeds had been 

invested for Saraca’s benefit in Hedge Fund A even though the GTV Private Placement was one 

of the main topics of discussion at the meeting. 

65. As a result of investment losses sustained by Hedge Fund A, Saraca lost 

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approximately $30 million of its $100 million investment with Hedge Fund A by the time it 

liquidated its investment in October 2021.2   

III. Guo Misrepresents the Valuation of GTV and G-Fashion 

66. From at least June through August 2020, Guo released additional videos on 

YouTube and the GTV website discussing GTV, as well as a new enterprise, G-Fashion. 

67. On its website, G-Fashion purports to be “a global luxury brand, featuring 

bespoke collections by the world’s top designers” and “serves as the fashion counterpart to 

G|CLUBS, and will provide exclusive benefits to G|CLUBS members.” 

68. On several occasions, in these videos, Guo made materially false and misleading 

statements concerning the valuation of GTV and G-Fashion. 

69. For example, in a video publicly disseminated on June 2, 2020, Guo stated: 

Given the tremendous demand for GTV shares and the good capital position of 
GTV going forward, my lawyers and financial experts mutually agree that a $2 
billion valuation is probably too low and that the company is probably closer to 
$10 billion given the tremendous demand for GTV shares. 

70. As Guo knew or recklessly disregarded, he had not received advice from lawyers 

and financial experts supporting a valuation of close to $10 billion, and such a valuation was 

inaccurate. 

71. Guo further asserted his Fifth Amendment right against self-incrimination in 

response to an investigative subpoena for testimony relating to his statements about GTV’s 

valuation.   

72. On or about June 17, 2020, Guo released another video to the general public.  As 

                                                 
2  Pursuant to a September 13, 2021 Order Instituting Cease-and-Desist Proceedings that was issued in 
connection with an SEC proceeding (In the Matter of GTV Media Group, Inc. et al. (File No. 3-02537)), Saraca 
transferred the remaining approximately $70 million from its Hedge Fund A investment to a Fair Fund where it will 
be distributed to GTV Private Placement investors. 

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to the valuation of GTV, he stated: 

Just now, two or three hours ago, a comrade sold 10 thousand [GTV] shares, 10 
thousand shares, and a deal has been concluded for $18 a share, $18 per share.  
But our investment committee was not happy and wanted to buy them all back for 
$20. 

73. As Guo knew or recklessly disregarded, no such transaction had taken place, and 

GTV, which did not have an investment committee, had no plans to repurchase GTV shares from 

GTV Private Placement investors at $20 per share. 

74. On or about August 2, 2020, Guo issued a public video claiming that “the market 

value of GTV stock [was] 20 billion dollars.”  

75. In the same video, Guo claimed that “[i]f G-Fashion goes public, it will be worth 

$100 billion for sure.” 

76. At the time he made these statements, Guo knew or recklessly disregarded that 

GTV was not worth close to $20 billion and that G-Fashion would not be worth $100 billion 

after going public. 

IV. The Convertible Loan Offering 

77. On or about July 22, 2020, during the timeframe in which he was making 

misrepresentations about GTV’s valuation, Guo announced a new securities offering by the 

Himalaya Farm Alliance through which investors could obtain GTV stock (i.e., the Convertible 

Loan Offering).  Guo made this announcement in a publicly available video. 

78. The Himalaya Farm Alliance was a collective comprised of informal groups of 

Chinese expatriates, with each such group known as a “Farm.”  The Himalaya Farm Alliance 

was purportedly dedicated to advancing the Chinese pro-democracy movement. 

79. Farms were located in various cities both within and outside the United States, 

including New York City. 

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80. In most cases, the Farms were associated with a corporate entity.  The so-called 

“New York Farm” was associated with Mountains of Spices. 

81. In the July 22, 2020 video announcing the Convertible Loan Offering, Guo 

explained that the Farms were offering convertible loans with a three-year term that, at maturity, 

would be convertible into one share of GTV stock for each dollar in principal and/or interest 

owed. 

82. The Convertible Loan Offering was not made pursuant to an effective registration 

statement filed with the Commission.   

83. From in or about August 2020 through March 2021, following Guo’s false 

statements about GTV and its stock discussed above in Section III, the U.S.-based Farms raised 

at least $150 million from the general public in connection with the Convertible Loan Offering, 

including approximately $24.6 million raised by Mountains of Spices. 

84. Neither Guo nor the Farms, including Mountains of Spices, performed any due 

diligence in order to determine whether the investors in the Convertible Loan Offering were 

accredited investors.  

85. In connection with the Convertible Loan Offering, the Farms provided 

prospective investors with a “Loan Agreement” that represented that the investor’s money would 

be used for a specific Farm’s “general working capital purposes.” 

86. In fact, however, Guo misappropriated a substantial portion of Convertible Loan 

Offering funds raised by the U.S.-based Farms, including Mountains of Spices.  Such funds were 

ultimately used for the benefit of Guo, Je, and members of their families. 

87. Over the course of the Convertible Loan Offering, through on or about April 20, 

2021, Guo directed the Farms to transfer approximately $81 million of the Convertible Loan 

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Offering proceeds to an Abu Dhabi bank account in the name of a Hong Kong company owned 

and controlled by Je (“Company 4”).  The investor funds in Company 4’s account were 

commingled with other funds. 

88. Between in or about August 2020 and April 2021, Guo directed the transfer of 

approximately $35 million of Convertible Loan Offering investor funds, including Mountains of 

Spices investor funds, from Company 4’s account to Company 1’s, Company 2’s and Company 

3’s bank accounts, which were under the control of Relief Defendants Mei Guo, Qiang Guo, and 

Ngok, respectively.  Specifically, Company 1, which was controlled by Mei Guo, received 

approximately $18 million; Company 2, which was controlled by Qiang Guo, received 

approximately $11 million; and Company 3, which was controlled by Ngok, received 

approximately $5 million. 

89. In turn, from Company 1’s and Company 2’s bank accounts, among other things: 

a. $20 million was transferred to a bank account belonging to Qiang Guo 

based in Switzerland, of which approximately $330,000 was used for the 

purchase of a plane; 

b. $1 million was transferred to bank accounts in the name of Mei Guo; 

c. Approximately $2.3 million was paid towards yacht servicing costs;  

d. Approximately $600,000 was paid to luxury automobile, motorcycle and 

power sport dealerships;  

e. Approximately $281,000 was paid to an aircraft manufacturer; and  

f. Approximately $950,000 was paid to a private flight crew company.  

90. Ngok, Mei Guo, and Qiang Guo did not have legitimate claims to the Convertible 

Loan Offering investor funds they received. 

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91. Company 4 separately transferred an additional approximately $66.3 million, 

comprised largely of Convertible Loan Offering investor funds, to other accounts that were under 

the control of Je and Rong. 

92. These transfers included, among others, $7 million to Je’s personal bank accounts 

and $3 million to Rong’s personal bank account. 

93. Neither Je nor Rong had a legitimate claim to receive these Convertible Loan 

Offering investor funds. 

V. The G-Clubs Offering 

94. On or about June 20, 2020, after touting falsely inflated valuations for GTV and 

G-Fashion, Guo announced a new concierge service called G-Clubs and the sale of G-Clubs 

memberships (i.e., the G-Clubs Offering).  Guo made the announcement via a video posted on 

the GTV website. 

95. Guo represented in the video that purchasing a G-Clubs membership would entitle 

the purchaser to shares of GTV or G-Fashion stock. 

96. In at least four subsequent videos, which appeared on publicly accessible pages 

on GTV’s website and on YouTube between approximately July 22, 2020 and August 12, 2021, 

Guo repeated his representation that purchasers of G-Clubs memberships would receive shares of 

GTV stock and/or G-Fashion stock. 

97. G-Clubs launched in October 2020 and offered five tiers of memberships that 

ranged in cost from $10,000 to $50,000.  The membership benefits purportedly included 

“exclusive early access to [sic] latest fashion collections, including special member pricing on 

purchases, extended video blogging time and early access to select music.” 

98. Between in or about October 2020 and December 2021, G Club Operations sold 

at least approximately $255 million in G-Clubs memberships to investors throughout the world, 

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including the United States. 

99. Some investors purchased multiple G-Clubs memberships or wired funds in 

excess of the cost of the highest G-Clubs membership tier of $50,000 in order to acquire a 

greater number of GTV or G-Fashion shares. 

100. The sale of GTV and G-Fashion stock through the G-Clubs Offering was not 

pursuant to an effective registration statement filed with the Commission. 

101. Guo solicited investors for the G-Clubs Offering through his numerous publicly-

accessible videos on GTV’s website and YouTube. 

102. Individuals who were interested in purchasing a G-Clubs membership were 

directed to fill out an application on G-Clubs’ website.  The application lacked financial 

questions that would make it possible to evaluate whether the individual qualified as an 

accredited investor.  

103. G Club Operations reviewed and processed the membership applications, and G-

Clubs Offering investors were directed to send their investment funds to G Club Operations’ 

bank accounts.   

104. Guo knowingly or recklessly misappropriated at least approximately $51 million 

of $255 million in investor funds that were raised from the G-Clubs Offering as follows:  

a. In June 2021, $3.5 million of the G-Clubs investor funds were used to 

purchase a Ferrari race car from a Beverly Hills-based Ferrari dealership for 

Qiang Guo; 

b. In December 2021, $26.5 million of the G-Clubs Offering investor funds were 

used towards the purchase of a 50,000 square foot mansion in Mahwah, New 

Jersey intended for the use and benefit of Guo, Ngok, Mei Guo, and Qiang 

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Guo;   

c. Between December 2021 and March 2022, an additional $13 million of        

G-Clubs Offering investor funds was used to pay for renovations to Guo’s 

Mahwah, New Jersey mansion, as well as various furniture and decorative 

expenditures, such as $978,000 for Chinese and Persian rugs, a $62,000 

television, a $59,000 watch storage box, a $53,000 fireplace log cradle holder, 

and a $35,000 mattress; and   

d. Between in or about August 2021 and November 2021, G-Clubs Offering 

investor funds were used to pay for various luxury items and services for Guo 

and his family, including $2.7 million for a yacht and yacht-related expenses, 

$2.9 million for a Bugatti automobile, $832,000 for a Lamborghini, and 

approximately $1.5 million for other vehicles and racing-related expenses.   

105. Guo, Ngok, Mei Guo, and Qiang Guo did not have legitimate claims to receive 

these G-Clubs Offering investor funds.  

106. To date, purchasers of G-Clubs memberships have not received GTV or             

G-Fashion stock.   

VI. The H-Coin Offering 

107. In or around April 2021, the so-called Himalaya Exchange announced an 

upcoming initial offering of H-Coin, a new crypto asset security, and posted a “White Paper” for 

H-Coin on its website.3 

108. The White Paper stated that the H-Coin Offering would involve the sale of 1 

                                                 
3  The April 2021 announcement also referenced the sale of “HCN Credits,” which the Himalaya Exchange 
website explained correspond to an investor’s holding in H-Coin.  For purposes of this Complaint, all references to 
“H-Coin” include HCN Credits. 

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billion H-Coins at a price of $.10 per coin and contained a graph depicting the potential for high 

investment returns. 

109. On or about September 24, 2021, the CEO of the Himalaya Exchange described 

H-Coin as an “investment coin” in a videotaped interview posted on GTV’s website. 

110. On or around October 20, 2021, in a publicly-available online video, Guo 

discussed the upcoming launch of H-Coin and stated that he had “designed” H-Coins.  In 

subsequent publicly-available videos, including a video posted on Guo’s GNews website on or 

about June 2, 2022, Guo touted the liquidity of H-Coin, which was purportedly traded on the 

“Himalaya Exchange.” 

111.  Additionally, in the October 20, 2021 video, Guo stated, in substance, that H-

Coin “has 20% gold” and that “[n]o matter how much [H-Coin] raises, 20% will turn into gold.”  

112. Guo also stated in the October 20, 2021 video that H-Coin would make money 

and that he would compensate investors for “100%” of investment losses attributable to H-Coin.   

113. On or around November 1, 2021, Guo announced via a publicly-available online 

video the official launch of H-Coin, along with a purported companion stablecoin, H-Dollar, 

through the so-called Himalaya Exchange.  Guo explained that H-Coin could be purchased using 

H-Dollar and that H-Dollar would be linked to the U.S. Dollar on a 1-to-1 basis. 

114. Guo told prospective investors in the November 1, 2021 announcement that the 

price of H-Coin “will be far beyond your imagination.”  

115. On or around the same date, Guo released a music video entitled “Hcoin to the 

Moon” on YouTube and Vevo.  GNews’ website also posted a link to the music video and 

referred to it as “Mr. Guo’s new song.”   

116. The phrase “to the moon” is used in the crypto asset space to signal expectations 

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that a crypto asset will dramatically increase in value. 

117. The “Hcoin to the Moon” video prominently featured Guo and provided the 

website address for the so-called Himalaya Exchange, through which investors could purchase 

H-Coin. 

118. The “Hcoin to the Moon” video also contained a caption stating in English, “20% 

gold reserve attaches to the value.”   

119. Similarly, on or about November 1, 2021, the GNews website, which is operated 

by Guo and Saraca, reported that H-Coin would be “pegged to gold” through gold reserves 

“equal to 20% of the market value of the H-Coin.” 

120. Guo, who has been seeking asylum in the U.S. since 2017, made the statements 

regarding H-Coin discussed above while residing in the United States. 

121. Guo also knew, or recklessly disregarded, the false and misleading nature of the 

his statements relating to (i) the supposed gold backing of 20% of H-Coin and (ii) his proffered 

intent to repay H-Coin investors for their losses. 

122. Based on the H-Coin Offering’s initial issuance (1 billion H-Coins) and 

subsequent fluctuations in its purported trading value (from $.10 to $46 per coin), as much as 

$9.2 billion in gold reserves would have been required to cover Guo’s promise of securing 20% 

of H-Coin’s value through gold reserves, which neither Guo nor the so-called Himalaya 

Exchange possessed at any point. 

123. Guo also lacked the financial resources to cover investor losses from the sale of 1 

billion H-Coin. 

124. Guo filed for personal bankruptcy, where he declared assets of $100,000 or less, 

less than four months after making this promise to investors. 

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125. Within days of the H-Coin and H-Dollar launch, on or around November 12, 

2021, various media articles reported that $100 million had already been raised from the initial 

sale of H-Coin and that its price has increased from its initial offering price of $.10 to $27. 

126. On or around the same date, the CEO of the Himalaya Exchange was quoted in 

certain articles as saying that one billion H-Coin had already been sold, equating to a market 

value of $27 billion, and that the platform had opened more than 20,000 accounts for H-Coin 

trading purposes.   

127. As of in or around October 2022, thousands of investors had purchased at least 

$500 million worth of H-Coins or H-Dollars, including at least approximately $373 million 

purchased on or after November 1, 2021.  These funds were pooled in U.S. bank accounts 

belonging to the so-called Himalaya Exchange and purportedly used to pay for salaries and 

consulting firms.    

128. Some H-Coin investors have attempted unsuccessfully to liquidate their purported 

H-Coin holdings. 

VII. The Subject Offerings Constituted the Offer and Sale of “Securities” 

129. As with the GTV Private Placement, which involved the offer and sale of GTV 

common stock, the other Subject Offerings constituted the offer and sale of “securities” under 

the federal securities laws.  

130. The Convertible Loan Offering constituted offers and sales of “securities” under 

the federal securities laws because of the ability of investors to convert their loans into GTV 

common stock. 

131. In addition, the convertible loans that were offered and sold through the 

Convertible Loan Offering are notes that are securities based on Reves v. Ernst & Young, 494 

U.S. 56, 64-65 (1990).  Specifically, investors purchased the notes expecting to earn profits in 

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the form of interest based on the performance of the Farms and GTV and to invest in GTV, while 

the seller’s stated purpose was to raise money for “general working capital purposes,” i.e., for 

general use of a business enterprise.  The convertible loans were offered through a general 

solicitation to a broad segment of the public, and the public would reasonably expect that these 

loans convertible to GTV common stock were investments.  There also is no other regulatory 

scheme that would render the application of the federal securities laws unnecessary.  Thus, under 

Reves, the convertible loans were notes and offered and sold as securities. 

132. Moreover, the convertible loans were also offered and sold as investment 

contracts and, therefore, are securities under Section 2(a)(1) of the Securities Act, pursuant to 

SEC v. W.J. Howey Co., 328 U.S. 298-99 (1946).  The Convertible Loan Offering involved an 

investment of money that was pooled as part of a common enterprise in the bank accounts 

controlled by Guo, and investors would share in the success of the enterprise through the returns 

on the loan that were promised and the ability to convert the loan to GTV stock.  Convertible 

Loan Offering investors, who were entirely passive, also had a reasonable expectation of profits 

that would be derived from the entrepreneurial and managerial efforts of GTV based on the 

glowing statements made by Guo as to GTV’s valuation and secondary market trading activity.   

133. The G-Clubs memberships constituted offers and sales of GTV and G-Fashion 

common stock and, therefore, are securities under the federal securities laws.   

134. The G-Clubs memberships are securities under Section 2(a)(1) of the Securities 

Act because, pursuant to Howey, they were offered and sold as investment contracts.  Guo 

represented to prospective G-Clubs members that they would receive GTV and/or G-Fashion 

stock in exchange for their investments.  The G-Clubs memberships involved an investment of 

money that was pooled as part of a common enterprise in the bank accounts controlled by         

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G-Clubs.  G-Clubs Offering investors, who were entirely passive, also viewed the G-Clubs 

Offering as an opportunity to profit from the entrepreneurial and managerial efforts of GTV and 

G-Fashion based on the glowing statements made by Guo as to GTV’s and G-Fashion’s 

valuation and secondary market trading activity of GTV stock.  Specifically, when touting the 

ability of G-Clubs Offering investors to obtain GTV and G-Fashion stock, Guo stated GTV was 

now worth up to 20 times as much per share and routinely touted the prospects of GTV’s and   

G-Fashion’s online platform. 

135. Because G-Clubs Offering investors were told that G-Clubs memberships were a 

way to obtain GTV and G-Fashion stock, G-Clubs Offering investors’ return on investment 

depended on the success or failure of (1) GTV’s management’s ability to develop its social 

media platform and/or (2) G-Fashion’s management’s development of a “Multi-lingual fashion 

e-commerce platform” and the desirability of its “high end collection by the world’s top 

designers” and “featured furniture line (work in progress)” that were to be sold on the platform.  

Therefore, G-Clubs Offering investors, some of whom purchased multiple memberships and/or 

paid in excess of the $50,000 highest tier membership, had a reasonable expectation that they 

would obtain future profits if GTV and/or G-Fashion were successful in its entrepreneurial and 

managerial efforts to develop its businesses. 

136. The H-Coins that were offered and sold are investment contracts, and therefore 

are securities, under Section 2(a)(1) of the Securities Act, based on the Supreme Court’s 

framework in Howey.  H-Coin investors paid U.S. dollars or H-Dollars to receive H-Coins 

through wire transfers and checks to U.S. bank accounts belonging to the so-called Himalaya 

Exchange or through transfers on its online platform.  H-Coin investors shared equally in price 

increases or decreases of H-Coin.  H-Coin investors, who were passive, also had a reasonable 

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expectation of profits that would be derived from the entrepreneurial and managerial efforts of 

the Himalaya Exchange, including its ability to develop an online platform through which 

investors could transact using H-Coins.   

FIRST CLAIM FOR RELIEF 
Violation of Section 17(a) of the Securities Act 

(Guo) 

137. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 136. 

138. By virtue of the foregoing, in connection with each of the GTV Private 

Placement, Convertible Loan Offering, G-Clubs Offering and H-Coin Offering, Defendant Guo, 

in the offer and sale of securities, by the use of the means and instruments of transportation or 

communication in interstate commerce or by use of the mails, directly or indirectly, (i) employed 

devices, schemes and artifices to defraud; (ii) obtained money and property by means of untrue 

statements of material facts and omissions to state material facts necessary in order to make the 

statements made, in light of the circumstances under which they were made, not misleading; and 

(iii) engaged in transactions, practices, and courses of business which operated or would operate 

as a fraud or deceit upon the purchasers of such securities. 

139. By reason of the foregoing, Defendant Guo, directly or indirectly, violated and, 

unless enjoined, will again violate Securities Act Sections 17(a) [15 U.S.C. §§ 77q(a)]. 

SECOND CLAIM FOR RELIEF 
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder 

(Guo) 
 

140. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 136. 

141. By virtue of the foregoing, in connection with each of the GTV Private 

Placement, Convertible Loan Offering, G-Clubs Offering and H-Coin Offering, Defendant Guo, 

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directly and indirectly, in connection with the purchase and sale of securities and by the use of 

means and instrumentalities of interstate commerce, or the mails, knowingly or recklessly  

(i) employed devices, schemes or artifices to defraud; (ii) made untrue statements of material fact 

and omitted to state material facts necessary in order to make the statements made, in the light of 

the circumstances under which they were made, not misleading; and (iii) engaged in acts, 

practices and courses of business which operated or would have operated as a fraud and deceit 

upon purchasers of securities and upon other persons. 

142. By reason of the foregoing, Defendant Guo, directly or indirectly, have violated 

and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and 

Rules 10b-5 thereunder [17 C.F.R. §§ 240.10b-5]. 

THIRD CLAIM FOR RELIEF 
Violations of Sections 17(a)(1) and 17(a)(3) of the Securities Act 

(Je) 
 

143. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 76 and paragraphs 86 through 93. 

144. As described above, in connection with the GTV Private Placement, Defendant 

Je, in the offer and sale of securities, by use of the means and instruments of transportation or 

communication in interstate commerce or by use of the mails, directly or directly, (i) employed 

devices, schemes and artifices to defraud; and (ii) engaged in transactions, practices, and courses 

of business which operated or would operate as a fraud or deceit upon the purchasers of such 

securities.   

145. By reason of the foregoing, Defendant Je, directly or indirectly, violated and, 

unless enjoined, will again violate Securities Act Sections 17(a)(1) and (3) [15 U.S.C. 

§§ 77q(a)(1) and (3)]. 

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FOURTH CLAIM FOR RELIEF 
Violations of Section 10(b) of the Exchange Act and  

Rules 10b-5(a) and 10b-5(c) thereunder 
(Je) 

 
146. The Commission re-alleges and incorporates by reference here the allegation in 

paragraphs 1 through 76 and paragraphs 86 through 93. 

147. As described above, in connection with the GTV Private Placement, Defendant 

Je, directly and indirectly, in connection with the purchase and sale of securities and by the use 

of means and instrumentalities of interstate commerce, or the mails, knowingly or recklessly (i) 

employed devices, schemes or artifices to defraud; and (iii) engaged in acts, practices and 

courses of business which operated or would have operated as a fraud and deceit upon 

purchasers of securities and upon other persons. 

148. By reason of the foregoing, Defendant Je, directly or indirectly, have violated and, 

unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and Rules 

10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and (c)]. 

FIFTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Section 17(a)(2) of the Securities Act 

(Je) 
 

149. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 76 and paragraphs 86 through 93. 

150. As described above, in connection with the GTV Private Placement, Defendant 

Guo, directly or indirectly, in the offer or sale of securities by the use of the means or 

instruments of transportation or communication in interstate commerce or the mails, 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 in order to make the statements made, 

in light of the circumstances under which they were made, not misleading. 

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151. By engaging in the conduct described, Defendant Guo violated Securities Act 

Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]. 

152. Defendant Je intentionally, knowingly or recklessly provided substantial 

assistance to Defendant Guo. 

153. By reason of the foregoing, Defendant Je aided and abetted the violations of 

Section 17(a)(2) of the Securities Act by Defendant Guo in connection with the GTV Private 

Placement and, pursuant to Section 15(b) of the Securities Act [15 U.S.C. § 77o(b)], Defendant 

Je is liable to the same extent as Defendant Guo for his violations of Section 17(a)(2) of the 

Securities Act. 

SIXTH CLAIM FOR RELIEF 
Aiding and Abetting Violations of Section 10(b) of the Exchange Act 

and Rule 10b-5(b) thereunder 
(Je) 

 
154. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 76 and paragraphs 86 through 93. 

155. As described above, Defendant Guo, directly or indirectly, in connection with the 

purchase and sale of securities for the GTV Private Placement, by the use of the means and 

instrumentalities of interstate commerce and by the use of the mails, intentionally, knowingly, or 

recklessly, made untrue statements of material fact and omitted to state material facts necessary 

in order to make the statements made, in the light of the circumstances under which they were 

made, not misleading. 

156. By engaging in the conduct described, Defendant Guo violated Section 10(b) of 

the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. 240.10b-5(b)]. 

157. Defendant Je intentionally, knowingly, or recklessly provided substantial 

assistance to Defendant Guo. 

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158. By reason of the foregoing, Defendant Je aided and abetted the violations of 

Section 10(b) [15 U.S.C. § 78j(b)] of the Exchange Act and Rule 10b-5(b) [17 C.F.R. 240.10b-

5(b)] thereunder by Defendant Guo and, pursuant to Section 20(e) of the Exchange Act [15 

U.S.C. § 78t(e)], Defendant Je is liable to the same extent as Defendant Guo for his violations of 

Sections 10(b) of the Exchange Act and Rule 10b-5(b) thereunder. 

SEVENTH CLAIM FOR RELIEF 
Violations of Sections 5(a) and (c) of the Securities Act 

(Guo) 

159. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 76 and paragraphs 129 through 136. 

160. In connection with the GTV Private Placement, the Convertible Loan Offering, 

and the G-Clubs Offering, Defendant Guo, directly or indirectly, (i) made use of means or 

instruments of transportation or communication in interstate commerce or of the mails to sell, 

through the use or medium of a prospectus or otherwise, securities as to which no registration 

statement was in effect; (ii) for the purpose of sale or for delivery after sale, carried or caused to 

be carried through the mails or in interstate commerce, by any means or instruments of 

transportation, securities as to which no registration statement was in effect; or (iii) made use of 

means or instruments of transportation or communication in interstate commerce or of the mails 

to offer to sell or offer to buy, through the use or medium of a prospectus or otherwise, securities 

as to which no registration statement had been filed. 

161. By reason of the foregoing, Guo violated and, unless enjoined, will again violate, 

Securities Act Sections 5(a) and 5(c) [15 U.S.C. §§ 77e(a) and 77e(c)]. 

 
 
 
 

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EIGHTH CLAIM FOR RELIEF 
Violations of Sections 5(a) and (c) of the Securities Act 

(Mountains of Spices) 

162. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 33, paragraphs 66 through 93, and paragraphs 129 through 132. 

163. In connection with the Convertible Loan Offering, Defendant Mountains of 

Spices directly or indirectly, singly or in concert, (i) made use of means or instruments of 

transportation or communication in interstate commerce or of the mails to sell, through the use or 

medium of a prospectus or otherwise, securities as to which no registration statement was in 

effect; (ii) for the purpose of sale or for delivery after sale, carried or caused to be carried 

through the mails or in interstate commerce, by any means or instruments of transportation, 

securities as to which no registration statement was in effect; or (iii) made use of means or 

instruments of transportation or communication in interstate commerce or of the mails to offer to 

sell or offer to buy, through the use or medium of a prospectus or otherwise, securities as to 

which no registration statement had been filed. 

164. By reason of the foregoing, Defendant Mountains of Spices violated and, unless 

enjoined, will again violate, Securities Act Sections 5(a) and 5(c) [15 U.S.C. §§ 77e(a) and 

77e(c)]. 

NINTH CLAIM FOR RELIEF 
Violations of Sections 5(a) and (c) of the Securities Act 

(G Club Operations) 

165. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 33, paragraphs 66-76, paragraphs 94 through 106, paragraph 129, and 

paragraphs 133 through 135. 

166. In connection with the G-Clubs Offering, Defendant G Club Operations, directly 

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or indirectly, singly or in concert, (i) made use of means or instruments of transportation or 

communication in interstate commerce or of the mails to sell, through the use or medium of a 

prospectus or otherwise, securities as to which no registration statement was in effect; (ii) for the 

purpose of sale or for delivery after sale, carried or caused to be carried through the mails or in 

interstate commerce, by any means or instruments of transportation, securities as to which no 

registration statement was in effect; or (iii) made use of means or instruments of transportation or 

communication in interstate commerce or of the mails to offer to sell or offer to buy, through the 

use or medium of a prospectus or otherwise, securities as to which no registration statement had 

been filed. 

167. By reason of the foregoing, Defendant G Club Operations violated and, unless 

enjoined, will again violate, Securities Act Sections 5(a) and 5(c) [15 U.S.C. §§ 77e(a) and 

77e(c)]. 

TENTH CLAIM FOR RELIEF 
Unjust Enrichment 

(All Relief Defendants) 
 

168. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 106 and paragraphs 129 through 135.  

169. Between February 2021 and October 2021, Relief Defendant Mei Guo received at 

least $19 million in Convertible Loan Offering investor funds.  Mei Guo had no legitimate claim 

to the funds she received.  Mei Guo obtained the funds under circumstances in which it is not 

just, equitable, or conscionable for her to retain the funds, and therefore was unjustly enriched. 

170. From January 2021 through June 2021, Relief Defendant Qiang Guo received at 

least $31 million of proceeds from the Convertible Loan Offering and at least $3.5 million in 

proceeds from the G-Clubs Offering.  Qiang Guo had no legitimate claim to the funds he 

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received.  Qiang Guo obtained the funds under circumstances in which it is not just, equitable, or 

conscionable for her to retain the funds, and therefore was unjustly enriched. 

171. In October 2020, Relief Defendant Ngok received $5 million of proceeds from the 

Convertible Loan Offering.  Ngok had no legitimate claim to the funds she received.  Ngok 

obtained the funds under circumstances in which it is not just, equitable, or conscionable for her 

to retain the funds, and therefore was unjustly enriched. 

172. Between January 2021 and February 2021, Relief Defendant Rong received $3 

million in Convertible Loan Offering proceeds in her personal bank account.  Rong had no 

legitimate claim to the money she received.  Rong obtained the funds under circumstances in 

which it is not just, equitable, or conscionable for her to retain the funds, and therefore was 

unjustly enriched. 

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests that the Court enter a Final 

Judgment: 

I. 

Permanently enjoining Guo and his agents, servants, employees and attorneys and all 

persons in active concert or participation with any of them from violating, directly or indirectly, 

Sections 5(a) and (c) and 17(a) of the Securities Act [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)] 

and Sections 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 

C.F.R. § 240.10b-5]; 

II. 

Permanently enjoining Je and his agents, servants, employees and attorneys and all 

persons in active concert or participation with any of them from violating, directly or indirectly, 

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Sections 17(a) of the Securities Act [15 U.S.C. §§ 77q(a)] and 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]; 

III. 

Permanently enjoining Mountains of Spices and G Club Operations and their agents, 

servants, employees and attorneys and all persons in active concert or participation with any of 

them from violating, directly or indirectly, Sections 5(a) and (c) of the Securities Act [15 U.S.C. 

§§ 77e(a) and 77e(c)]; 

IV. 

Ordering Defendants to disgorge all ill-gotten gains they received directly or indirectly, 

with pre-judgment interest thereon, as a result of the conduct alleged in this Complaint pursuant 

to Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), (d)(5) 

and (d)(7)]; 

V. 

Ordering Defendants to pay civil monetary penalties under Section 20(d) of the Securities 

Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]; 

VI. 

Imposing a conduct-based injunction pursuant to Section 21(d)(5) of the Exchange Act 

[15 U.S.C. § 78u(d)(5)], prohibiting Guo from participating in the offer or sale of securities, 

including crypto asset securities, except for transactions in his own personal accounts; 

VII. 

 Permanently prohibiting Guo and Je from serving as an officer or director of any 

company that has a class of securities registered under Section 12 of the Exchange Act [15 

U.S.C. § 78l] or that is required to file reports under Section 15(d) of the Exchange Act [15 

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U.S.C. § 78o(d)], pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 

21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)];  

VIII. 

 Ordering Relief Defendants Mei Guo, Qiang Guo, Ngok, and Rong, to pay, with 

prejudgment interest, all ill-gotten gains by which they were was unjustly enriched, under 

Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5) 

and 78u(d)(7)]; and 

IX. 

Granting any other and further relief this Court may deem just and proper. 

JURY DEMAND 

The Commission demands a trial by jury. 

 

Dated: New York, New York 
March 15, 2023 

 

/s/ Antonia M. Apps                       .  

ANTONIA M. APPS 
REGIONAL DIRECTOR 
Thomas P. Smith, Jr.   
Sandeep Satwalekar 
Daniel Loss 
William T. Conway III 
Amanda Rios 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, New York 10004 
(212) 336-5571 
[email protected]  

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