UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 94628/ April 7, 2022

ADMINISTRATIVE PROCEEDING

File No. 3-20537

:

:

:

GTV Media Group, Inc., Saraca Media :

Group, Inc., and Voice of Guo Media, :

Inc.,

:

:

Respondents.

:

In the Matter of

I.

ORDER APPROVING

PLAN OF DISTRIBUTION

Summary

On September 13, 2021, the Commission issued an Order Instituting Cease-and-Desist

Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings, and

Imposing a Cease-and-Desist Order (the “Order”)1 against GTV Media Group, Inc. (“GTV”),

Saraca Media Group, Inc. (“Saraca”) and Voice of Guo Media, Inc. (“VOG”) (collectively, the

“Respondents”). In the Order, the Commission found that from approximately April 2020

through June 2020 (the “Relevant Period”), the Respondents violated the registration provisions

of the federal securities laws by soliciting thousands of individuals to invest in an offering of

GTV common stock. The Commission also found that, during the same period, GTV and Saraca

solicited individuals to invest in their offering of a digital asset security that was referred to as

either G-Coins or G-Dollars (the “Digital Asset”). According to the Order, as a result of these

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Securities Act Rel. No. 10979 (Sept. 13, 2021).

two unregistered securities offerings, whose proceeds were commingled, Respondents

collectively raised approximately $487 million from over 5,000 investors through July 2020.

The Commission ordered the Respondents to collectively pay $486,745,063.00 in

disgorgement, $17,688,365.00 in prejudgment interest, and civil money penalties of

$35,000,000.00, for a total of $539,433,428.00 to the Commission. The Commission also

created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the

penalties paid, along with the disgorgement and interest paid, can be distributed to harmed

investors (the “Fair Fund”).

The Fair Fund includes the $455,516,531.92 paid by the Respondents, and any additional

funds paid, pursuant to the Order, will be added to the Fair Fund. The assets of the Fair Fund are

subject to the continuing jurisdiction and control of the Commission. The Fair Fund has been

deposited in an interest-bearing account at the U.S. Department of the Treasury’s Bureau of the

Fiscal Service, and any interest accrued will be added to the Fair Fund.

The Proposed Plan provides for the distribution of the Net Available Fair Fund to

investors who purchased GTV common stock and the Digital Asset during the applicable

Relevant Period and suffered a Recognized Loss as calculated by the methodology in the Plan of

Allocation in the Proposed Plan.

On January 31, 2022, the Division of Enforcement, pursuant to delegated authority,

published a Notice of Proposed Plan of Distribution and Opportunity to Comment (“Notice”)2

pursuant to Rule 1103 of the United States Securities and Exchange Commission’s Rules on Fair

Fund and Disgorgement Plans (the “Commission’s Rules”).3 The Notice invited public comment

on the Proposed Plan of Distribution (“Proposed Plan”) through March 1, 2022, and the

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Exchange Act Rel. No. 94107 (Jan. 31, 2002).

17 C.F.R.§ 201.1103

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Commission received 255 public comments and one comment letter with multiple comments,

many of which are similar to the public comments.

II.

Public Comments on the Proposed Plan

In general, the Commission primarily received three types of substantive comments

concerning the method of allocation used in the Proposed Plan: (1) that Eligible Claimants under

the Proposed Plan should receive a payout percentage greater than 50% of their investment

losses in the first tranche; (2) that U.S. investors and investors who invested larger amounts

should receive distribution payments in the first tranche, while foreign investors and investors

who made smaller investments should receive distribution payments in the second tranche; and

(3) that the Relevant Period for determining investors’ purchases and/or losses should be

extended.

The Commission also received other non-substantive comments: (4) that the funds

recovered by the Commission should be returned to harmed investors as soon as possible; (5)

that the terms “acquisitions”, “purchased” or “purchases” should be expanded to include funds

received from investors who did not receive the unregistered securities; (6) clarification as to

whether investors who sent funds to third-parties to invest on their behalf are entitled to submit

claims for the full amount of their investment losses; (7) clarification that submission of a claim

form and receipt of a distribution payment is not intended to release the Respondents, their

employees and/or affiliates from claims by harmed investors; (8) confirmation that the Fund

Administrator will have access to a list of potential claimants provided by VOG, and (9)

confirmation that the Fund Administrator will have access to a list of all potential claimants who

received refunds of their investments through third-parties.

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While substantive in nature in that they raise concerns regarding the method of allocation

used in the Proposed Plan, the first three comments do not warrant modification of the Proposed

Plan. The purpose of the Proposed Plan is to treat all harmed investors equitably and fairly, and

to ensure that all investors receive the same proportionate share of the Net Available Fair Fund.

Limiting the first tranche to 50% of Eligible Claimants’ Recognized Losses allows the

Commission to return funds to investors who have perfected their claims while not

disadvantaging those investors who have not, and balances the requirement to treat all investors

fairly while allowing the return of funds to investors as expeditiously as possible. All investors

who submit valid claims will receive a pro rata share of the distribution. .Also, prioritizing the return

of funds to U.S. investors or investors who made larger investments over foreign investors or

investors who made smaller investments, who are similarly situated, would likewise be unfair

and is not legally required. Any modification to the Proposed Plan in response to the first two

general comments would result in some investors being treated unfairly and would also result in

an inequitable distribution of the Net Available Fair Fund.

Modification of the Proposed Plan to extend the Relevant Period is not warranted because

the Fund Administrator, in consultation with the Commission staff, will make an assessment of

the validity of all claims involving investors’ purchases that occurred beyond the Relevant

Period after completion of the claims process and before making the second tranche of

distribution payments pursuant to the Proposed Plan.

Comments four through nine, do not warrant any modification of the Proposed Plan

because they do not affect the method of allocation of the Proposed Plan. First, distribution

payments to harmed investors will be made expeditiously in accordance with the approved Plan

of Distribution. Secondly, the definitions of “acquisitions” and “purchases” as used in the

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Proposed Plan are intended to include funds received from harmed investors. Thirdly, pursuant

to the Proposed Plan, all harmed investors are entitled to participate in the claims process in

order to receive Distribution Payments. Fourthly, paragraph 87 in Section VI of the Proposed

Plan applies to all parties, including the Respondent. Lastly, comments eight and nine request

the disclosure of non-public information, which pursuant to the Commission’s Rules, cannot be

disclosed.

The Commission has considered the investors’ comments and concludes that no

modification to the Proposed Plan to accommodate the comments received is warranted.

The Division of Enforcement now requests that the Commission approve the Proposed

Plan.

Accordingly, IT IS ORDERED that pursuant to Rule 1104 of the Commission’s Rules,4

the Proposed Plan is approved without modification, and the approved Plan of Distribution shall

be posted simultaneously with this Order on the Commission’s website at www.sec.gov.

By the Commission.

Vanessa A. Countryman

Secretary

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17 C.F.R. § 201.1104.

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