SEC v. BRIAN LAM; NINESQUARE

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KATHRYN C. WANNER (Cal. Bar No. 269310)
Email:  [email protected]
KELLY C. BOWERS (Cal. Bar No. 164007)
Email: [email protected]

Attorneys for Plaintiff
Securities and Exchange Commission
Michele Wein Layne, Regional Director
Katharine E. Zoladz, Associate Regional Director
Gary Y. Leung, Regional Trial Counsel
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,

v.
BRIAN LAM; NINESQUARE
CAPITAL PARTNERS LLC;
NATHAN NHAN NGUYEN; and
NGUYEN GROUP LLC,
Defendants,

          and

YI PING LU; and THY STACY
NGUYEN

                    Relief          Defendants.

    Case    No.

COMPLAINT

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Plaintiff United States Securities and Exchange Commission (“SEC”) alleges:
JURISDICTION AND VENUE
1. The Court has jurisdiction over this action pursuant to Sections 20(b),
20(d)(1), and 22(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C.
§§ 77t(b), 77t(d)(1) & 77v(a)], Sections 21(d)(1), 21(d)(3)(A), 21(e), and 27(a) of the
Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u(d)(1),
78u(d)(3)(A), 78u(e) & 78aa(a)], and Sections 209(d), 209(e), and 214 of the
Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-9(d) & 80b-
9(e), 80b-14].
2. Defendants have, directly or indirectly, made use of the means or
instrumentalities of interstate commerce, of the mails, or of the facilities of a national
securities exchange in connection with the transactions, acts, practices and courses of
business alleged in this complaint.
3. Venue is proper in this district pursuant to Section 22(a) of the Securities
Act [15 U.S.C. § 77v(a)], Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)],
and Section 214 of the Advisers Act [15 U.S.C. § 80b-14], because certain of the
transactions, acts, practices and courses of conduct constituting violations of the
federal securities laws occurred within this district and because Defendants Brian
Lam (“Lam”) and Nathan Nhan Nguyen (“Nguyen”) and Relief Defendants Yi Ping
Lu (“Lu”) and Thy Stacy Nguyen (“Thy Nguyen”) each resides in this district and
Defendants NineSquare Capital Partners LLC (“NineSquare Capital”) and Nguyen
Group LLC (“NGL”) each has its principal place of business in this district.
SUMMARY
4. This is a civil enforcement action concerning an offering fraud that raised
at least $11.7 million through the unregistered offer and sale of securities from March
2020 to January 2022.  Defendant Lam orchestrated the fraudulent scheme through an
entity he controlled, NineSquare Capital, and he targeted the Vietnamese-American
community.

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5. Lam and NineSquare Capital told investors that Lam pooled investors’
money and used it to day-trade securities.  On a monthly basis, Lam and NineSquare
Capital also told investors that their day-trading was profitable, reporting monthly
returns ranging from 1.24% to 100%.  In reality, Lam and NineSquare Capital used less
than 60% of the investors’ money to trade securities, and that trading resulted in an
almost total loss.  As to the rest of the investors’ money, Lam and NineSquare Capital
misused or misappropriated those funds to benefit themselves and make Ponzi-like
payments to some investors.  As a result of their conduct, Lam and NineSquare Capital
violated the antifraud provisions of the Securities Act, the Exchange Act, and the
Advisers Act, as well as the securities offering registration provisions of the Securities
Act.
6. Nguyen and his company NGL solicited most of the investors for this
offering through Nguyen’s monthly “Money Smarts” classes.  In exchange for these
efforts, Nguyen’s investment account was credited with 5% of each new investment and
a portion of Lam and NineSquare Capital’s purported trading profits.  Nguyen
ultimately redeemed over $2 million of his investment that was allegedly in this
account.  As a result of this conduct, Nguyen and NGL violated the securities offering
registration provisions of the Securities Act and the broker-dealer registration
provisions of the Exchange Act.
7. Relief Defendant Lu, who is Lam’s wife, and Relief Defendant Thy
Nguyen, who is Nguyen’s wife, each received proceeds from the fraud to which they
were not entitled.  Lu used the funds to partially fund the purchase of a luxury home
that was titled solely in her name.  Similarly, Thy Nguyen used the funds to partially
fund the purchase of a luxury home titled solely in her name.  Neither Lu nor Thy
Nguyen put their husband on the title of either home.
8. The SEC seeks permanent injunctions against each Defendant’s future
violations of the securities laws; permanent injunctions prohibiting Defendants Lam
and Nguyen from participating in an unregistered securities offering; disgorgement

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with prejudgment interest from the Defendants and the Relief Defendants; and civil
monetary penalties against Defendants.
DEFENDANTS
9. Brian Lam (“Lam”), age 41, is a resident of Los Angeles, California.
Lam is the sole owner and principal of NineSquare Capital.
10. On June 16, 2022, United States District Court Judge Otis D. Wright II
ordered Lam to produce all documents responsive to the SEC’s June 3, 2022
subpoena to the SEC staff on or before June 30, 2022 and to appear for testimony
before the SEC staff on July 14, 2022.  Securities and Exchange Commission v. Brian
Lam et al., Case No. 2:22-mc-00088 (June 16, 2022) (the “Subpoena Enforcement
Action”).  Lam did appear for testimony, but not until July 22, 2022, and did not
produce any documents.
11. NineSquare Capital Partners LLC (“NineSquare Capital”) is a
California limited liability company formed in December 2015, with its principal
places of business in Pasadena and Los Angeles, California.  NineSquare Capital’s
sole owner and principal is Lam.  In 2017, NineSquare Capital made Form ADV
filings with the Commission claiming Exempt Reporting Adviser status.
12. In the Subpoena Enforcement Action, NineSquare Capital was also
ordered to produce all documents responsive to the SEC’s June 3, 2022 subpoena to
the SEC staff on or before June 30, 2022.  NineSquare Capital did not produce any
documents.
13. Nathan Nhan Nguyen (“Nguyen”), age 36, is a resident of Anaheim,
California.  Nguyen is a principal of NGL.
14. Nguyen Group LLC (“NGL”) was a California limited liability
company from December 2019 to February 2022, when its status with the California
Secretary of State was revoked.  Its principal place of business is in Orange,
California.  NGL does business under various names including “Money Smarts.”
NGL is controlled by Nguyen.

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RELIEF DEFENDANTS
15. Yi Ping Lu (“Lu”), age 44, is a resident of Los Angeles, California, and
is married to Lam.
16. Thy Stacy Nguyen (“Thy Nguyen”), age 32, is a resident of Anaheim,
California, and is married to Nguyen.
RELATED PARTIES
17. MSI Series 1 LLC (“MSI”) is a division or series of Money Smarts
Investment LLC, which is itself a Delaware series limited liability company formed
by Lam in April 2020.
18. NineSquare Investment LP (“NineSquare Investment”) is a Delaware
limited partnership formed in June 2021.  NineSquare Investment is controlled by
Lam.  According to NineSquare Capital’s website, NineSquare Investment was a
hedge fund managed by NineSquare Capital.
19. In the Subpoena Enforcement Action, NineSquare Investment was also
ordered to produce all documents responsive to the SEC’s June 3, 2022 subpoena to
the SEC staff on or before June 30, 2022.  NineSquare Investment did not produce
any documents.
FACTS
A. The Defendants’ MSI Investment Offering
20. From March 2020 to at least January 2022, Defendants Lam,
NineSquare Capital, Nguyen, and NGL offered and sold investment interests in MSI,
raising $11.7 million from 73 investors nationwide.
21. Almost all of the MSI investors are members of the Vietnamese-
American community and/or affiliated with nail salon businesses.
22. Many MSI investors made multiple investments over time.
23. Lam had the MSI offering documents prepared.
24. The MSI offering documents state that:  (1) MSI was an investment fund
managed exclusively by NineSquare Capital; (2) NineSquare Capital would use all of

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the MSI investors’ money (less a reserve for fund expenses) to purchase securities
issued by NineSquare Investment; (3) money distributed to MSI investors would
consist principally of net cash proceeds realized on MSI’s investments; and (4)
NineSquare Capital would receive up to a 50% share of MSI’s investment profits.
25. The MSI offering documents also asked for the investor to self-affirm as
an accredited investor.
26.  Neither Lam nor Nguyen took any effort to determine whether the MSI
investors were in fact accredited investors.
27. Lam and NineSquare Capital provided the MSI offering documents to
Nguyen and NGL, who then provided them to MSI investors.
28. Nguyen and NGL raised the vast majority of money invested in the MSI
offering.
29. Nguyen and NGL principally solicited investors for the MSI offering
through monthly “Money Smarts” classes that Nguyen organized, sponsored, and
presented on his personal website.  Nguyen’s website stated that the Money Smarts
classes provided “the knowledge and skills trading you need to make the money you
want, save the money you need, and invest the money you have strategically so you
can achieve financial freedom and retire early.”
30. At the Money Smarts classes from March 2020 to at least October 2022,
Lam and Nguyen told the attendees that Lam and NineSquare Capital pooled the
investors’ money and used the pooled money to day-trade securities for the MSI
investors.
31. The MSI investment interests offered and sold by Lam, NineSquare
Capital, Nguyen, and NGL were securities in the form of investment contracts.
32. Lam, NineSquare Capital, Nguyen, and NGL’s offering of the MSI
investment interests was not registered with the Commission.
B. The Defendants’ Reporting to the MSI Investors
33. Lam and Nguyen provided reports to MSI investors on how their

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investments were performing through two means.
34. First, at the monthly Money Smarts classes from April 2020 through at
least October 2021, Lam and Nguyen told the MSI investors that the return on their
investment came from Lam and NineSquare Capital’s purportedly profitable trading
for MSI.
35. Second, for the months from at least November 2020 through October
2021, Lam and Nguyen also provided MSI investors with individual monthly account
statements.
36. These monthly account statements reported each investor’s purported
monthly beginning balance, trading profits, any new investments or redemptions,
ending balance, and percentage gain in the account.  The statements were saved in the
cloud where each MSI investor could access his or her statements.
37. The monthly statements provided to MSI investors were prepared by
Nguyen’s wife, Thy Nguyen, based on information provided by Lam on his purported
trading results for MSI.
38. On a weekly or monthly basis for the period from mid-August 2020
through October 2021, Lam and NineSquare Capital provided Nguyen and Thy
Nguyen with spreadsheets showing Lam’s purported trading results.
39. The monthly statements falsely reported large trading profits and
substantial balances vastly overstating Lam’s actual trading performance and account
balances.  Lam and NineSquare’s trading for MSI resulted in almost total losses of
the MSI money used to trade securities.
C. Lam and NineSquare Capital’s Trading and Misuse of the MSI
Investors’ Money
40. Lam and NineSquare Capital caused the MSI investors’ money to
principally be deposited into NineSquare Capital bank accounts.  Lam and
NineSquare Capital then pooled the MSI investors’ money, commingled it with
money derived from other sources, and transferred the commingled money to various

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personal and business bank account controlled by Lam.
41. Lam and NineSquare Capital transferred less than 60% of the money
raised from investors to his personal brokerage account at an offshore broker-dealer,
where Lam and NineSquare Capital then used the money to trade securities.
42. Lam and NineSquare Capital’s securities trading for MSI in Lam’s
personal offshore brokerage account consistently resulted in almost total losses of the
MSI investor money transferred into the account as demonstrated in the graph below:

43. As a result of his unprofitable trading, Lam’s personal offshore
brokerage account consistently had relatively small and even negative account
balances as shown on the graph above.
44. Lam and NineSquare Capital also misappropriated about 40% of the
MSI investors’ money.
45. For example, Lam and NineSquare Capital used the MSI investors’
money to benefit themselves, including making over $1 million in payments on
Lam’s, and his wife Lu’s, credit cards.
46. Lam also used $350,000 of MSI investor money to pay part of the down
payment for a $3.5 million home that he and Lu reside in, and that is titled in Lu’s
name.
 $(8,000,000)
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Mar
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Lam's Offshore Trading
Ending BalanceCumulative Trading LossesCumulative Net Deposits

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D. Ponzi-like Payments
47. Lam and NineSquare Capital also used at least some funds to pay
purported returns on previously issued securities.
48. For example, despite enormous trading losses of investor funds, Lam
and NineSquare Capital caused Ponzi-like payments to be paid to at least five
investors—these investors had invested a total of $296,000, but received $517,600 in
redemptions.
E. The End of the MSI Offering
49. In late November 2021, Lam and NineSquare Capital sent Nguyen and
Thy Nguyen the last spreadsheet of Lam’s purported securities trading for October
2021.
50. In or around late 2021, Lam stopped participating in the Money Smarts
classes, and Nguyen ceased offering the classes when Lam became unavailable.
51. Around the same time, Lam began telling Nguyen that he could not
withdraw money from his accounts to honor investor redemption requests.
52. Subsequently, Nguyen stopped holding Money Smarts classes and the
MSI investment offering ceased.
53. Investors in MSI have not received reports on their investment since the
October 2021 statement.
54. By the end of January 2022, Lam had dissipated all of the MSI
investors’ money through trading losses and misappropriation.
55. At the end of January 2022, Lam’s offshore brokerage account that had
received over $6 million in MSI investor money had a negative balance of
($1,256.47).  At the same time, Lam and NineSquare Capital’s bank accounts held
less than $3,000.
F. Lam and NineSquare Capital’s False and Misleading Statements in
the Offer and Sale of the MSI Investment Interests
56. Lam and NineSquare Capital made false and misleading statements to

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MSI investors regarding the use of the invested money.
57. In the MSI offering documents provided to investors during the offering,
Lam represented to MSI investors that their money would be used to purchase
securities issued by NineSquare Investment, a purported hedge fund.   This was false
and misleading because Lam and NineSquare Capital did not invest in any securities
issued by NineSquare Investment and instead used less than 60% of the invested
money to day-trade securities in Lam’s personal offshore brokerage account.
58. In the Money Smarts classes from March 2020 to at least October 2021,
Lam and NineSquare Capital also represented to MSI investors that their money
would be used to day-trade securities.  This was false and misleading because Lam
and NineSquare Capital used less than 60% of the invested money to day-trade
securities in Lam’s personal offshore brokerage account, and misused and
misappropriated the rest of the approximately 40% of the invested money to benefit
themselves and Lu, and to make Ponzi-like payments to five MSI investors.
59. Lam and NineSquare Capital also made false and misleading statements
regarding the profitability of the MSI investment to the MSI investors, many of
whom made additional MSI investments.
60. In Money Smarts classes from March 2020 through at least October
2021, Lam and NineSquare Capital told MSI investors that their securities day-
trading was profitable every month, including a 100% return for March 2020.
61. In account statements for the months from at least November 2020 to
October 2021, Lam and NineSquare Capital reported to MSI investors monthly
positive returns ranging from 1.24% and 9.44%, with only October 2021 having a
negative return of 2.08%.
62. These statements were false.  In fact, undisclosed to investors, Lam and
NineSquare Capital’s trading for MSI resulted in almost total losses of MSI money
used to trade securities.

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G. Materiality
63. Lam’s false and misleading statements concerned material information.
64. A reasonable investor would have considered it important that Lam and
NineSquare Capital only used less than 60% of their money to engage in trading, lost
almost all of their money engaging in that trading, misappropriated investor funds,
and had disseminated false monthly account statements showing fictitious investment
returns to conceal their fraud.
H. Defendants Lam and NineSquare Capital Acted With Scienter and
Their Conduct Was Negligent
65. Lam acted with scienter and with negligence in committing the fraud.
66. Lam, and through NineSquare Capital, controlled the investors’ money
and the securities trading.  He knew or was reckless in not knowing that he was
misappropriating investor money, incurring near total losses from securities trading,
causing false account statements to be issued, and causing Ponzi-like payments to be
made.  Despite this knowledge, for over a year and a half he continued to raise money
from new and existing investors by telling them that he was profitably trading for
them through the Money Smarts classes and in the periodic account statements.  In
addition, Lam’s fraudulent conduct detailed above was negligent because he clearly
acted unreasonably in defrauding MSI investors.
67. As a principal of NineSquare Capital, Lam’s scienter and negligence can
be imputed to it.
I. Nguyen and NGL’s Broker-Dealer Activities
68. Nguyen and NGL actively solicited people to invest in the MSI offering
through the Money Smarts classes which were promoted on the Internet.
69. Nguyen and NGL also played a role in receiving MSI investors’ money
and paying investors’ redemption requests.
70. For example, $335,500 in MSI investments from four investors were
deposited into NGL’s bank accounts controlled by Nguyen.  In these cases, Nguyen

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forwarded the money to Lam, or he kept the investor’s money, in which case MSI’s
books showed a redemption by Nguyen and a new investment by the investor for the
amount invested.
71. Nguyen and NGL also paid $706,000 to 12 MSI investors who had
requested redemptions from their accounts.  In these cases, Nguyen had received
money from Lam to pay the redemption or Nguyen paid it from NGL’s account, in
which case MSI’s books showed a redemption by the investor and a new investment
by Nguyen for the amount redeemed.
72. Nguyen received substantial sums for his involvement in the MSI
offering.  He received transaction-based compensation in the form of 5% of new
investments, as well as 40% to 70% of NineSquare Capital’s share of the purported
investment profits.
73. Nguyen received this compensation through credits to his MSI
investment account.  In total, Nguyen’s MSI investment account increased by
$525,000 for his 5% of new investor investments and by $2.23 million for his share
of the NineSquare Capital’s split of the purported investment profits.
74. According to MSI account records, by the end of October 2021 (the last
month for which such records exist), Nguyen’s investment account showed a
purported balance of almost $3.16 million and redemptions totaling almost $1.43
million.
75. Of the $1.43 million in redemptions, $800,000 was used as the down
payment on Nguyen and Thy Nguyen’s residence, a $3.7 million house purchased in
Thy Nguyen’s name.
76. Nguyen and NGL received payments totaling $2.06 million from Lam,
NineSquare Capital, and other entities controlled by them.  The $2.06 million
includes the $800,000 used to purchase the residence owned in Thy Nguyen’s name.

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FIRST CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities
Violations of Section 17(a) of the Securities Act
(Against Lam and NineSquare Capital)
77. The SEC realleges and incorporates by reference paragraphs 1 through
76 above.
78. In the offer or sale of securities, Defendants Lam and NineSquare
Capital made false and misleading statements to investors and prospective investors
concerning (a) their use of investors’ money; and (b) the profitability of their trading
with the investors’ money.
79. In addition, Defendants Lam and NineSquare Capital engaged in a
scheme to defraud whereby they defrauded investors by (a) making and/or
disseminating false and misleading statements; (b) misappropriating investors’ money
to benefit themselves; and (c) making Ponzi-like payments to some investors.
80. By engaging in the conduct described above, Defendants Lam and
NineSquare Capital, directly or indirectly, in the offer or sale of securities, by use of
the means or instruments of transportation or communication in interstate commerce
or by use of the mails (a) employed devices, schemes, or artifices to defraud; (b)
obtained money or property by means of untrue statements of a material fact or by
omitting to state a material fact necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading; and (c)
engaged in transactions, practices, or courses of business which operated or would
operate as a fraud or deceit upon the purchaser.
81. Defendants Lam and NineSquare Capital, with scienter, obtained money
or property by means of untrue statements of material fact or by omitting to state a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading. In addition, Defendants
Lam and NineSquare Capital acted unreasonably and with negligence.

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82. Defendant NineSquare Capital acted entirely through Defendant Lam’s
knowledge, recklessness and/or negligence, which may be imputed to Defendant
NineSquare Capital.
83. By reason of the foregoing, Defendants Lam and NineSquare Capital
violated, and unless restrained and enjoined will continue to violate, Sections 17(a) of
the Securities Act [15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF
Fraud in Connection with the Purchase or Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rule 10b-5
(Against Lam and NineSquare Capital)
84. The SEC realleges and incorporates by reference paragraphs 1 through
76 above.
85. In connection with the purchase or sale of securities, as set forth above,
Defendants Lam and NineSquare Capital, acting with scienter, made false and
misleading statements to investors and prospective investors concerning (a) their use
and misappropriation of investors’ money; and (b) the profitability of their day-
trading with the investors’ money.
86. In addition, Defendants Lam and NineSquare Capital engaged in a
scheme to defraud whereby they defrauded investors by (a) making and/or
disseminating false and misleading statements; (b) misappropriating investors’ money
to benefit themselves; and (c) making Ponzi-like payments to some investors.
87. By engaging in the conduct described above, Defendants Lam and
NineSquare Capital, directly or indirectly, in connection with the purchase or sale of
securities, by the use of means or instrumentalities of interstate commerce, or the
mails, employed devices, schemes, or artifices to defraud; made untrue statements of
material facts or 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 engaged in acts, practices, or courses of business which operated or

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would operate as a fraud or deceit upon other persons, including purchasers and
sellers of securities.
88. Defendant NineSquare Capital acted entirely through Defendant Lam’s
knowledge and/or recklessness, which may be imputed to Defendant NineSquare
Capital.
89. By reason of the foregoing, Defendants Lam and NineSquare Capital
violated, and unless restrained and enjoined will continue to violate, Section 10(b) of
the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. §
240.10b-5].
THIRD CLAIM FOR RELIEF
Fraud Involving a Pooled Investment Vehicle
Violations of Section 206(4) of the Advisers Act and
Rule 206(4)-8(a)(1) and 206(4)-8(a)(2)
(against Defendants Lam and NineSquare Capital)
90. The SEC realleges and incorporates by reference paragraphs 1 through
76 above.
91. Defendants Lam and NineSquare Capital held MSI out as a pooled
investment vehicle.
92. Defendants Lam and NineSquare Capital defrauded prospective and
actual MSI investors by: (a) making false and misleading statements concerning their
use and misappropriation of investors’ money and the profitability of their trading
with the investors’ money; (b) misappropriating investors’ money; and (c) making
Ponzi-like payments to some investors.
93. By engaging in the conduct described above, Defendants Lam and
NineSquare Capital, while acting as investment advisers to a pooled investment
vehicle, directly or indirectly, by use of the mails or means or instrumentalities of
interstate commerce:  (a) made untrue statements of a material fact or omitted to state
a material fact necessary in order to make the statements made, in the light of the

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circumstances under which there were made, not misleading, to any investor or
prospective investor in the pooled investment vehicle; or (b) engaged in acts,
practices, or courses of business that were fraudulent, deceptive, or manipulative with
respect to any investor or prospective investor in the pooled investment vehicle.
94. Defendants Lam and NineSquare Capital knew, or were reckless or
negligent in not knowing, that they (a) made untrue statements of a material fact or
omitted to state a material fact necessary in order to make the statements made, in the
light of the circumstances under which there were made, not misleading, to any
investor or prospective investor in the pooled investment vehicle; and (b) engaged in
acts, practices, or courses of business that were fraudulent, deceptive, or manipulative
with respect to any investor or prospective investor in the pooled investment vehicle.
95. By engaging in the conduct described above, Defendants Lam and
NineSquare Capital violated, and unless restrained and enjoined, are reasonably likely
to continue to violate, Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and
Rules 206(4)-8(a)(1) and 8(a)(2) thereunder [17 C.F.R. §§ 275.206(4)-8(a)(1) &
275.206(4)-8(a)(2)].
FOURTH CLAIM FOR RELIEF
Unregistered Offer and Sale of Securities
Violations of Sections 5(a) and 5(c) of the Securities Act
(Against All Defendants)
96. The SEC realleges and incorporates by reference paragraphs 1 through
76 above.
97. The MSI offering involved the offering of securities in the form of
investment contracts.
98. The MSI offering was not registered with the SEC.
99. Defendants Lam, NineSquare Capital, Nguyen, and NGL, directly and
indirectly, offered and sold the MSI investment interests, and were necessary
participants and substantial factors in the MSI offering and the sale of the MSI

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investment interests by, among other things, made presentations to and
communicated directly with investors about MSI investment interests and the merits
of investing in the MSI offering and received proceeds from the MSI offering.
100. MSI investors were located in multiple states.
101. Defendants Lam, NineSquare Capital, Nguyen, and NGL conducted the
offering through the Internet and by mail.
102. By virtue of the foregoing, (a) without a registration statement in effect
as to that security, Defendants Lam, NineSquare Capital, Nguyen, and NGL, directly
and indirectly, made use of the means and instruments of transportation or
communications in interstate commerce and of the mails to sell securities through the
use of means of a prospectus, and (b) made use of the means and instruments of
transportation or communication in interstate commerce and of the mails to offer to
sell through the use of a prospectus, securities as to which no registration statement
had been filed.
103. By reason of the foregoing, Defendants Lam, NineSquare Capital,
Nguyen, and NGL directly or indirectly violated, and unless restrained and enjoined,
will continue to violate, Section 5 of the Securities Act [15 U.S.C. § 77e].
FIFTH CLAIM FOR RELIEF
Unregistered Broker-Dealer
Violation of Section 15(a) of the Exchange Act
(Against Defendants Nguyen and NGL)
104. The SEC realleges and incorporates by reference paragraphs 1 through
76 above.
105. As alleged above, Nguyen and NGL acted as unregistered broker-dealers
because they each actively solicited investors, made recommendations and other
representations about the merits of investing in the MSI offering, and received
transaction-based compensation for new investments in the MSI offering.
106. By engaging in the conduct described above, Nguyen and NGL made

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use of the mails and means or instrumentalities of interstate commerce to effect
transactions in, and induced and attempted to induce the purchase or sale of,
securities without being registered with the SEC in accordance with Section 15(b) of
the Exchange Act [15 U.S.C. § 78o(b)].
107. By engaging in the conduct described above, Nguyen and NGL violated,
and unless restrained and enjoined, are reasonably likely to continue to violate,
Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)].
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Issue findings of fact and conclusions of law that Defendants Lam, NineSquare
Capital, Nguyen, and NGL committed the alleged violations.
II.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendants Lam and NineSquare Capital,
and their officers, agents, servants, employees and attorneys, and those persons in
active concert or participation with any of them, who receive actual notice of the
judgment by personal service or otherwise, and each of them, from violating Section
17(a) of the Securities Act [15 U.S.C. § 77q(a)], 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], and
Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rules 206(4)-8(a)(1)
and 8(a)(2) thereunder [17 C.F.R. §§ 275.206(4)-8(a)(1) & 275.206(4)-8(a)(2)].
III.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendants Lam, NineSquare Capital,
Nguyen, and NGL and their officers, agents, servants, employees and attorneys, and
those persons in active concert or participation with any of them, who receive actual
notice of the judgment by personal service or otherwise, and each of them, from

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violating Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) & 77e(c)].
IV.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendants Nguyen and NGL and their
officers, agents, servants, employees and attorneys, and those persons in active
concert or participation with any of them, who receive actual notice of the judgment
by personal service or otherwise, and each of them, from violating Section 15(a) of
the Exchange Act [15 U.S.C. § 78o(a)].
V.
Issue an order permanently enjoining Defendants Lam and Nguyen from
directly or indirectly, including, but not limited to, through any entity owned or
controlled by either or both of them, participating in the issuance, purchase, offer, or
sale of any security in an unregistered offering by an issuer; provided, however, that
such injunction shall not prevent Lam or Nguyen from purchasing or selling
securities for his own personal account.
VI.
Order Defendants Lam, NineSquare Capital, Nguyen, and NGL to disgorge all
funds received from their illegal conduct, together with prejudgment interest thereon,
pursuant to Exchange Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and
78u(d)(7)].
VII.
Order Relief Defendants to disgorge ill-gotten gains to which they are not
entitled, together with prejudgment interest thereon.
VIII.
Order Defendants Lam, NineSquare Capital, Nguyen, and NGL to pay civil
penalties under Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)],
Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], and Section 209(e) of the
Advisers Act [15 U.S.C. § 80b-9(e)].

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IX.
Retain jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of
all orders and decrees that may be entered, or to entertain any suitable application or
motion for additional relief within the jurisdiction of this Court.
X.
Grant such other and further relief as this Court may determine to be just and
necessary.

Dated:  September 22, 2022

/s/ Kathryn C. Wanner
Kathryn C. Wanner
Kelly C. Bowers
Attorneys for Plaintiff
Securities and Exchange Commission

Complaints and Other Initiating Documents
2:22-cv-06831 Securities and Exchange Commission v. Lam et al
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
Notice of Electronic Filing
The following transaction was entered by Wanner, Kathryn on 9/22/2022 at 10:37 AM PDT and filed on 9/22/2022
Case Name:Securities and Exchange Commission v. Lam et al
Case Number:2:22-cv-06831
Filer:Securities and Exchange Commission
Document Number:1
Docket Text:
COMPLAINT No Fee Required - US Government, filed by Plaintiff Securities and Exchange
Commission. (Attorney Kathryn C Wanner added to party Securities and Exchange
Commission(pty:pla))(Wanner, Kathryn)
2:22-cv-06831 Notice has been electronically mailed to:
Kathryn C Wanner     [email protected], [email protected], [email protected]
2:22-cv-06831 Notice has been delivered by First Class U. S. Mail or by other means BY THE FILER to :
The following document(s) are associated with this transaction:
Document description:Main Document
Original filename:C:\fakepath\Lam Complaint v.5 (FINAL).pdf
Electronic document Stamp:
[STAMP cacdStamp_ID=1020290914 [Date=9/22/2022] [FileNumber=34617431-0
] [6e87703c17d2fba4084e2c0faf3057dc026cb7fabe5867d317c42b38b316cc73820
ebe337162ef727cf601f31d3b84d496a46804cbb8f851805d2154fa0e3110]]

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KATHRYN C. WANNER (Cal. Bar No. 269310) 
Email:  [email protected] 
KELLY C. BOWERS (Cal. Bar No. 164007) 
Email: [email protected] 
 
Attorneys for Plaintiff 
Securities and Exchange Commission  
Michele Wein Layne, Regional Director 
Katharine E. Zoladz, Associate Regional Director 
Gary Y. Leung, Regional Trial Counsel 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 
 

v. 

BRIAN LAM; NINESQUARE 
CAPITAL PARTNERS LLC; 
NATHAN NHAN NGUYEN; and 
NGUYEN GROUP LLC, 

Defendants, 
 
 and 
 
YI PING LU; and THY STACY 
NGUYEN 
 
  Relief Defendants. 
 

 Case No. 
 
COMPLAINT 

 

 

 

 
 

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Plaintiff United States Securities and Exchange Commission (“SEC”) alleges: 

JURISDICTION AND VENUE 

1. The Court has jurisdiction over this action pursuant to Sections 20(b), 

20(d)(1), and 22(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. 

§§ 77t(b), 77t(d)(1) & 77v(a)], Sections 21(d)(1), 21(d)(3)(A), 21(e), and 27(a) of the 

Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u(d)(1), 

78u(d)(3)(A), 78u(e) & 78aa(a)], and Sections 209(d), 209(e), and 214 of the 

Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-9(d) & 80b-

9(e), 80b-14]. 

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

instrumentalities of interstate commerce, of the mails, or of the facilities of a national 

securities exchange in connection with the transactions, acts, practices and courses of 

business alleged in this complaint.  

3. Venue is proper in this district pursuant to Section 22(a) of the Securities 

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

and Section 214 of the Advisers Act [15 U.S.C. § 80b-14], because certain of the 

transactions, acts, practices and courses of conduct constituting violations of the 

federal securities laws occurred within this district and because Defendants Brian 

Lam (“Lam”) and Nathan Nhan Nguyen (“Nguyen”) and Relief Defendants Yi Ping 

Lu (“Lu”) and Thy Stacy Nguyen (“Thy Nguyen”) each resides in this district and 

Defendants NineSquare Capital Partners LLC (“NineSquare Capital”) and Nguyen 

Group LLC (“NGL”) each has its principal place of business in this district. 

SUMMARY 

4. This is a civil enforcement action concerning an offering fraud that raised 

at least $11.7 million through the unregistered offer and sale of securities from March 

2020 to January 2022.  Defendant Lam orchestrated the fraudulent scheme through an 

entity he controlled, NineSquare Capital, and he targeted the Vietnamese-American 

community.   

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5. Lam and NineSquare Capital told investors that Lam pooled investors’ 

money and used it to day-trade securities.  On a monthly basis, Lam and NineSquare 

Capital also told investors that their day-trading was profitable, reporting monthly 

returns ranging from 1.24% to 100%.  In reality, Lam and NineSquare Capital used less 

than 60% of the investors’ money to trade securities, and that trading resulted in an 

almost total loss.  As to the rest of the investors’ money, Lam and NineSquare Capital 

misused or misappropriated those funds to benefit themselves and make Ponzi-like 

payments to some investors.  As a result of their conduct, Lam and NineSquare Capital 

violated the antifraud provisions of the Securities Act, the Exchange Act, and the 

Advisers Act, as well as the securities offering registration provisions of the Securities 

Act.  

6. Nguyen and his company NGL solicited most of the investors for this 

offering through Nguyen’s monthly “Money Smarts” classes.  In exchange for these 

efforts, Nguyen’s investment account was credited with 5% of each new investment and 

a portion of Lam and NineSquare Capital’s purported trading profits.  Nguyen 

ultimately redeemed over $2 million of his investment that was allegedly in this 

account.  As a result of this conduct, Nguyen and NGL violated the securities offering 

registration provisions of the Securities Act and the broker-dealer registration 

provisions of the Exchange Act. 

7. Relief Defendant Lu, who is Lam’s wife, and Relief Defendant Thy 

Nguyen, who is Nguyen’s wife, each received proceeds from the fraud to which they 

were not entitled.  Lu used the funds to partially fund the purchase of a luxury home 

that was titled solely in her name.  Similarly, Thy Nguyen used the funds to partially 

fund the purchase of a luxury home titled solely in her name.  Neither Lu nor Thy 

Nguyen put their husband on the title of either home.   

8. The SEC seeks permanent injunctions against each Defendant’s future 

violations of the securities laws; permanent injunctions prohibiting Defendants Lam 

and Nguyen from participating in an unregistered securities offering; disgorgement 

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with prejudgment interest from the Defendants and the Relief Defendants; and civil 

monetary penalties against Defendants. 

DEFENDANTS 

9. Brian Lam (“Lam”), age 41, is a resident of Los Angeles, California.  

Lam is the sole owner and principal of NineSquare Capital.   

10. On June 16, 2022, United States District Court Judge Otis D. Wright II 

ordered Lam to produce all documents responsive to the SEC’s June 3, 2022 

subpoena to the SEC staff on or before June 30, 2022 and to appear for testimony 

before the SEC staff on July 14, 2022.  Securities and Exchange Commission v. Brian 

Lam et al., Case No. 2:22-mc-00088 (June 16, 2022) (the “Subpoena Enforcement 

Action”).  Lam did appear for testimony, but not until July 22, 2022, and did not 

produce any documents. 

11. NineSquare Capital Partners LLC (“NineSquare Capital”) is a 

California limited liability company formed in December 2015, with its principal 

places of business in Pasadena and Los Angeles, California.  NineSquare Capital’s 

sole owner and principal is Lam.  In 2017, NineSquare Capital made Form ADV 

filings with the Commission claiming Exempt Reporting Adviser status.   

12. In the Subpoena Enforcement Action, NineSquare Capital was also 

ordered to produce all documents responsive to the SEC’s June 3, 2022 subpoena to 

the SEC staff on or before June 30, 2022.  NineSquare Capital did not produce any 

documents.   

13. Nathan Nhan Nguyen (“Nguyen”), age 36, is a resident of Anaheim, 

California.  Nguyen is a principal of NGL. 

14. Nguyen Group LLC (“NGL”) was a California limited liability 

company from December 2019 to February 2022, when its status with the California 

Secretary of State was revoked.  Its principal place of business is in Orange, 

California.  NGL does business under various names including “Money Smarts.”  

NGL is controlled by Nguyen.  

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RELIEF DEFENDANTS 

15. Yi Ping Lu (“Lu”), age 44, is a resident of Los Angeles, California, and 

is married to Lam. 

16. Thy Stacy Nguyen (“Thy Nguyen”), age 32, is a resident of Anaheim, 

California, and is married to Nguyen.   

RELATED PARTIES 

17. MSI Series 1 LLC (“MSI”) is a division or series of Money Smarts 

Investment LLC, which is itself a Delaware series limited liability company formed 

by Lam in April 2020.   

18. NineSquare Investment LP (“NineSquare Investment”) is a Delaware 

limited partnership formed in June 2021.  NineSquare Investment is controlled by 

Lam.  According to NineSquare Capital’s website, NineSquare Investment was a 

hedge fund managed by NineSquare Capital.   

19. In the Subpoena Enforcement Action, NineSquare Investment was also 

ordered to produce all documents responsive to the SEC’s June 3, 2022 subpoena to 

the SEC staff on or before June 30, 2022.  NineSquare Investment did not produce 

any documents.  

FACTS 

A. The Defendants’ MSI Investment Offering 

20. From March 2020 to at least January 2022, Defendants Lam, 

NineSquare Capital, Nguyen, and NGL offered and sold investment interests in MSI, 

raising $11.7 million from 73 investors nationwide.   

21. Almost all of the MSI investors are members of the Vietnamese-

American community and/or affiliated with nail salon businesses.   

22. Many MSI investors made multiple investments over time.   

23. Lam had the MSI offering documents prepared. 

24. The MSI offering documents state that:  (1) MSI was an investment fund 

managed exclusively by NineSquare Capital; (2) NineSquare Capital would use all of 

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the MSI investors’ money (less a reserve for fund expenses) to purchase securities 

issued by NineSquare Investment; (3) money distributed to MSI investors would 

consist principally of net cash proceeds realized on MSI’s investments; and (4) 

NineSquare Capital would receive up to a 50% share of MSI’s investment profits.   

25. The MSI offering documents also asked for the investor to self-affirm as 

an accredited investor. 

26.  Neither Lam nor Nguyen took any effort to determine whether the MSI 

investors were in fact accredited investors.  

27. Lam and NineSquare Capital provided the MSI offering documents to 

Nguyen and NGL, who then provided them to MSI investors.   

28. Nguyen and NGL raised the vast majority of money invested in the MSI 

offering.   

29. Nguyen and NGL principally solicited investors for the MSI offering 

through monthly “Money Smarts” classes that Nguyen organized, sponsored, and 

presented on his personal website.  Nguyen’s website stated that the Money Smarts 

classes provided “the knowledge and skills trading you need to make the money you 

want, save the money you need, and invest the money you have strategically so you 

can achieve financial freedom and retire early.” 

30. At the Money Smarts classes from March 2020 to at least October 2022, 

Lam and Nguyen told the attendees that Lam and NineSquare Capital pooled the 

investors’ money and used the pooled money to day-trade securities for the MSI 

investors.   

31. The MSI investment interests offered and sold by Lam, NineSquare 

Capital, Nguyen, and NGL were securities in the form of investment contracts. 

32. Lam, NineSquare Capital, Nguyen, and NGL’s offering of the MSI 

investment interests was not registered with the Commission.   

B. The Defendants’ Reporting to the MSI Investors 

33. Lam and Nguyen provided reports to MSI investors on how their 

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investments were performing through two means.   

34. First, at the monthly Money Smarts classes from April 2020 through at 

least October 2021, Lam and Nguyen told the MSI investors that the return on their 

investment came from Lam and NineSquare Capital’s purportedly profitable trading 

for MSI.   

35. Second, for the months from at least November 2020 through October 

2021, Lam and Nguyen also provided MSI investors with individual monthly account 

statements.   

36. These monthly account statements reported each investor’s purported 

monthly beginning balance, trading profits, any new investments or redemptions, 

ending balance, and percentage gain in the account.  The statements were saved in the 

cloud where each MSI investor could access his or her statements.  

37. The monthly statements provided to MSI investors were prepared by 

Nguyen’s wife, Thy Nguyen, based on information provided by Lam on his purported 

trading results for MSI.   

38. On a weekly or monthly basis for the period from mid-August 2020 

through October 2021, Lam and NineSquare Capital provided Nguyen and Thy 

Nguyen with spreadsheets showing Lam’s purported trading results. 

39. The monthly statements falsely reported large trading profits and 

substantial balances vastly overstating Lam’s actual trading performance and account 

balances.  Lam and NineSquare’s trading for MSI resulted in almost total losses of 

the MSI money used to trade securities.     

C. Lam and NineSquare Capital’s Trading and Misuse of the MSI 

Investors’ Money 

40. Lam and NineSquare Capital caused the MSI investors’ money to 

principally be deposited into NineSquare Capital bank accounts.  Lam and 

NineSquare Capital then pooled the MSI investors’ money, commingled it with 

money derived from other sources, and transferred the commingled money to various 

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personal and business bank account controlled by Lam.   

41. Lam and NineSquare Capital transferred less than 60% of the money 

raised from investors to his personal brokerage account at an offshore broker-dealer, 

where Lam and NineSquare Capital then used the money to trade securities.   

42. Lam and NineSquare Capital’s securities trading for MSI in Lam’s 

personal offshore brokerage account consistently resulted in almost total losses of the 

MSI investor money transferred into the account as demonstrated in the graph below: 

 
43. As a result of his unprofitable trading, Lam’s personal offshore 

brokerage account consistently had relatively small and even negative account 

balances as shown on the graph above.     

44. Lam and NineSquare Capital also misappropriated about 40% of the 

MSI investors’ money.   

45. For example, Lam and NineSquare Capital used the MSI investors’ 

money to benefit themselves, including making over $1 million in payments on 

Lam’s, and his wife Lu’s, credit cards.   

46. Lam also used $350,000 of MSI investor money to pay part of the down 

payment for a $3.5 million home that he and Lu reside in, and that is titled in Lu’s 

name.   

 $(8,000,000)

 $(6,000,000)

 $(4,000,000)

 $(2,000,000)

 $‐

 $2,000,000

 $4,000,000

 $6,000,000

 $8,000,000

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Lam's Offshore Trading

Ending Balance Cumulative Trading Losses Cumulative Net Deposits

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D. Ponzi-like Payments 

47. Lam and NineSquare Capital also used at least some funds to pay 

purported returns on previously issued securities. 

48. For example, despite enormous trading losses of investor funds, Lam 

and NineSquare Capital caused Ponzi-like payments to be paid to at least five 

investors—these investors had invested a total of $296,000, but received $517,600 in 

redemptions.   

E. The End of the MSI Offering 

49. In late November 2021, Lam and NineSquare Capital sent Nguyen and 

Thy Nguyen the last spreadsheet of Lam’s purported securities trading for October 

2021.   

50. In or around late 2021, Lam stopped participating in the Money Smarts 

classes, and Nguyen ceased offering the classes when Lam became unavailable.   

51. Around the same time, Lam began telling Nguyen that he could not 

withdraw money from his accounts to honor investor redemption requests.   

52. Subsequently, Nguyen stopped holding Money Smarts classes and the 

MSI investment offering ceased. 

53. Investors in MSI have not received reports on their investment since the 

October 2021 statement. 

54. By the end of January 2022, Lam had dissipated all of the MSI 

investors’ money through trading losses and misappropriation.   

55. At the end of January 2022, Lam’s offshore brokerage account that had 

received over $6 million in MSI investor money had a negative balance of 

($1,256.47).  At the same time, Lam and NineSquare Capital’s bank accounts held 

less than $3,000.   

F. Lam and NineSquare Capital’s False and Misleading Statements in 

the Offer and Sale of the MSI Investment Interests 

56. Lam and NineSquare Capital made false and misleading statements to 

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MSI investors regarding the use of the invested money.   

57. In the MSI offering documents provided to investors during the offering, 

Lam represented to MSI investors that their money would be used to purchase 

securities issued by NineSquare Investment, a purported hedge fund.   This was false 

and misleading because Lam and NineSquare Capital did not invest in any securities 

issued by NineSquare Investment and instead used less than 60% of the invested 

money to day-trade securities in Lam’s personal offshore brokerage account. 

58. In the Money Smarts classes from March 2020 to at least October 2021, 

Lam and NineSquare Capital also represented to MSI investors that their money 

would be used to day-trade securities.  This was false and misleading because Lam 

and NineSquare Capital used less than 60% of the invested money to day-trade 

securities in Lam’s personal offshore brokerage account, and misused and 

misappropriated the rest of the approximately 40% of the invested money to benefit 

themselves and Lu, and to make Ponzi-like payments to five MSI investors. 

59. Lam and NineSquare Capital also made false and misleading statements 

regarding the profitability of the MSI investment to the MSI investors, many of 

whom made additional MSI investments. 

60. In Money Smarts classes from March 2020 through at least October 

2021, Lam and NineSquare Capital told MSI investors that their securities day-

trading was profitable every month, including a 100% return for March 2020. 

61. In account statements for the months from at least November 2020 to 

October 2021, Lam and NineSquare Capital reported to MSI investors monthly 

positive returns ranging from 1.24% and 9.44%, with only October 2021 having a 

negative return of 2.08%. 

62. These statements were false.  In fact, undisclosed to investors, Lam and 

NineSquare Capital’s trading for MSI resulted in almost total losses of MSI money 

used to trade securities.  

 

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G. Materiality 

63. Lam’s false and misleading statements concerned material information. 

64. A reasonable investor would have considered it important that Lam and 

NineSquare Capital only used less than 60% of their money to engage in trading, lost 

almost all of their money engaging in that trading, misappropriated investor funds, 

and had disseminated false monthly account statements showing fictitious investment 

returns to conceal their fraud. 

H. Defendants Lam and NineSquare Capital Acted With Scienter and 

Their Conduct Was Negligent 

65. Lam acted with scienter and with negligence in committing the fraud. 

66. Lam, and through NineSquare Capital, controlled the investors’ money 

and the securities trading.  He knew or was reckless in not knowing that he was 

misappropriating investor money, incurring near total losses from securities trading, 

causing false account statements to be issued, and causing Ponzi-like payments to be 

made.  Despite this knowledge, for over a year and a half he continued to raise money 

from new and existing investors by telling them that he was profitably trading for 

them through the Money Smarts classes and in the periodic account statements.  In 

addition, Lam’s fraudulent conduct detailed above was negligent because he clearly 

acted unreasonably in defrauding MSI investors.     

67. As a principal of NineSquare Capital, Lam’s scienter and negligence can 

be imputed to it.   

I. Nguyen and NGL’s Broker-Dealer Activities 

68. Nguyen and NGL actively solicited people to invest in the MSI offering 

through the Money Smarts classes which were promoted on the Internet.   

69. Nguyen and NGL also played a role in receiving MSI investors’ money 

and paying investors’ redemption requests.   

70. For example, $335,500 in MSI investments from four investors were 

deposited into NGL’s bank accounts controlled by Nguyen.  In these cases, Nguyen 

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forwarded the money to Lam, or he kept the investor’s money, in which case MSI’s 

books showed a redemption by Nguyen and a new investment by the investor for the 

amount invested.  

71. Nguyen and NGL also paid $706,000 to 12 MSI investors who had 

requested redemptions from their accounts.  In these cases, Nguyen had received 

money from Lam to pay the redemption or Nguyen paid it from NGL’s account, in 

which case MSI’s books showed a redemption by the investor and a new investment 

by Nguyen for the amount redeemed.   

72. Nguyen received substantial sums for his involvement in the MSI 

offering.  He received transaction-based compensation in the form of 5% of new 

investments, as well as 40% to 70% of NineSquare Capital’s share of the purported 

investment profits.   

73. Nguyen received this compensation through credits to his MSI 

investment account.  In total, Nguyen’s MSI investment account increased by 

$525,000 for his 5% of new investor investments and by $2.23 million for his share 

of the NineSquare Capital’s split of the purported investment profits.   

74. According to MSI account records, by the end of October 2021 (the last 

month for which such records exist), Nguyen’s investment account showed a 

purported balance of almost $3.16 million and redemptions totaling almost $1.43 

million.   

75. Of the $1.43 million in redemptions, $800,000 was used as the down 

payment on Nguyen and Thy Nguyen’s residence, a $3.7 million house purchased in 

Thy Nguyen’s name.   

76. Nguyen and NGL received payments totaling $2.06 million from Lam, 

NineSquare Capital, and other entities controlled by them.  The $2.06 million 

includes the $800,000 used to purchase the residence owned in Thy Nguyen’s name.   

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FIRST CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities 

Violations of Section 17(a) of the Securities Act 

(Against Lam and NineSquare Capital) 

77. The SEC realleges and incorporates by reference paragraphs 1 through 

76 above. 

78. In the offer or sale of securities, Defendants Lam and NineSquare 

Capital made false and misleading statements to investors and prospective investors 

concerning (a) their use of investors’ money; and (b) the profitability of their trading 

with the investors’ money.   

79. In addition, Defendants Lam and NineSquare Capital engaged in a 

scheme to defraud whereby they defrauded investors by (a) making and/or 

disseminating false and misleading statements; (b) misappropriating investors’ money 

to benefit themselves; and (c) making Ponzi-like payments to some investors.   

80. By engaging in the conduct described above, Defendants Lam and 

NineSquare Capital, directly or indirectly, in the offer or sale of securities, by use of 

the means or instruments of transportation or communication in interstate commerce 

or by use of the mails (a) employed devices, schemes, or artifices to defraud; (b) 

obtained money or property by means of untrue statements of a material fact or by 

omitting to state a material fact necessary in order to make the statements made, in 

light of the circumstances under which they were made, not misleading; and (c) 

engaged in transactions, practices, or courses of business which operated or would 

operate as a fraud or deceit upon the purchaser. 

81. Defendants Lam and NineSquare Capital, with scienter, obtained money 

or property by means of untrue statements of material fact or by omitting to state a 

material fact necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading. In addition, Defendants 

Lam and NineSquare Capital acted unreasonably and with negligence.   

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82. Defendant NineSquare Capital acted entirely through Defendant Lam’s 

knowledge, recklessness and/or negligence, which may be imputed to Defendant 

NineSquare Capital.  

83. By reason of the foregoing, Defendants Lam and NineSquare Capital 

violated, and unless restrained and enjoined will continue to violate, Sections 17(a) of 

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

SECOND CLAIM FOR RELIEF 

Fraud in Connection with the Purchase or Sale of Securities 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 

(Against Lam and NineSquare Capital) 

84. The SEC realleges and incorporates by reference paragraphs 1 through 

76 above. 

85. In connection with the purchase or sale of securities, as set forth above,  

Defendants Lam and NineSquare Capital, acting with scienter, made false and 

misleading statements to investors and prospective investors concerning (a) their use 

and misappropriation of investors’ money; and (b) the profitability of their day-

trading with the investors’ money.   

86. In addition, Defendants Lam and NineSquare Capital engaged in a 

scheme to defraud whereby they defrauded investors by (a) making and/or 

disseminating false and misleading statements; (b) misappropriating investors’ money 

to benefit themselves; and (c) making Ponzi-like payments to some investors. 

87. By engaging in the conduct described above, Defendants Lam and 

NineSquare Capital, directly or indirectly, in connection with the purchase or sale of 

securities, by the use of means or instrumentalities of interstate commerce, or the 

mails, employed devices, schemes, or artifices to defraud; made untrue statements of 

material facts or 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 engaged in acts, practices, or courses of business which operated or 

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would operate as a fraud or deceit upon other persons, including purchasers and 

sellers of securities. 

88. Defendant NineSquare Capital acted entirely through Defendant Lam’s 

knowledge and/or recklessness, which may be imputed to Defendant NineSquare 

Capital. 

89. By reason of the foregoing, Defendants Lam and NineSquare Capital 

violated, and unless restrained and enjoined will continue to violate, Section 10(b) of 

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

240.10b-5]. 

THIRD CLAIM FOR RELIEF 

Fraud Involving a Pooled Investment Vehicle 

Violations of Section 206(4) of the Advisers Act and  

Rule 206(4)-8(a)(1) and 206(4)-8(a)(2)  

(against Defendants Lam and NineSquare Capital) 

90. The SEC realleges and incorporates by reference paragraphs 1 through 

76 above. 

91. Defendants Lam and NineSquare Capital held MSI out as a pooled 

investment vehicle.   

92. Defendants Lam and NineSquare Capital defrauded prospective and 

actual MSI investors by: (a) making false and misleading statements concerning their 

use and misappropriation of investors’ money and the profitability of their trading 

with the investors’ money; (b) misappropriating investors’ money; and (c) making 

Ponzi-like payments to some investors.   

93. By engaging in the conduct described above, Defendants Lam and 

NineSquare Capital, while acting as investment advisers to a pooled investment 

vehicle, directly or indirectly, by use of the mails or means or instrumentalities of 

interstate commerce:  (a) made untrue statements of a material fact or omitted to state 

a material fact necessary in order to make the statements made, in the light of the 

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circumstances under which there were made, not misleading, to any investor or 

prospective investor in the pooled investment vehicle; or (b) engaged in acts, 

practices, or courses of business that were fraudulent, deceptive, or manipulative with 

respect to any investor or prospective investor in the pooled investment vehicle. 

94. Defendants Lam and NineSquare Capital knew, or were reckless or 

negligent in not knowing, that they (a) made untrue statements of a material fact or 

omitted to state a material fact necessary in order to make the statements made, in the 

light of the circumstances under which there were made, not misleading, to any 

investor or prospective investor in the pooled investment vehicle; and (b) engaged in 

acts, practices, or courses of business that were fraudulent, deceptive, or manipulative 

with respect to any investor or prospective investor in the pooled investment vehicle. 

95. By engaging in the conduct described above, Defendants Lam and 

NineSquare Capital violated, and unless restrained and enjoined, are reasonably likely 

to continue to violate, Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and 

Rules 206(4)-8(a)(1) and 8(a)(2) thereunder [17 C.F.R. §§ 275.206(4)-8(a)(1) & 

275.206(4)-8(a)(2)]. 

FOURTH CLAIM FOR RELIEF 

Unregistered Offer and Sale of Securities 

Violations of Sections 5(a) and 5(c) of the Securities Act 

(Against All Defendants) 

96. The SEC realleges and incorporates by reference paragraphs 1 through 

76 above. 

97. The MSI offering involved the offering of securities in the form of 

investment contracts.   

98. The MSI offering was not registered with the SEC.  

99. Defendants Lam, NineSquare Capital, Nguyen, and NGL, directly and 

indirectly, offered and sold the MSI investment interests, and were necessary 

participants and substantial factors in the MSI offering and the sale of the MSI 

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investment interests by, among other things, made presentations to and 

communicated directly with investors about MSI investment interests and the merits 

of investing in the MSI offering and received proceeds from the MSI offering.    

100. MSI investors were located in multiple states. 

101. Defendants Lam, NineSquare Capital, Nguyen, and NGL conducted the 

offering through the Internet and by mail.   

102. By virtue of the foregoing, (a) without a registration statement in effect 

as to that security, Defendants Lam, NineSquare Capital, Nguyen, and NGL, directly 

and indirectly, made use of the means and instruments of transportation or 

communications in interstate commerce and of the mails to sell securities through the 

use of means of a prospectus, and (b) made use of the means and instruments of 

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

sell through the use of a prospectus, securities as to which no registration statement 

had been filed. 

103. By reason of the foregoing, Defendants Lam, NineSquare Capital, 

Nguyen, and NGL directly or indirectly violated, and unless restrained and enjoined, 

will continue to violate, Section 5 of the Securities Act [15 U.S.C. § 77e]. 

FIFTH CLAIM FOR RELIEF 

Unregistered Broker-Dealer 

Violation of Section 15(a) of the Exchange Act 

(Against Defendants Nguyen and NGL) 

104. The SEC realleges and incorporates by reference paragraphs 1 through 

76 above.   

105. As alleged above, Nguyen and NGL acted as unregistered broker-dealers 

because they each actively solicited investors, made recommendations and other 

representations about the merits of investing in the MSI offering, and received 

transaction-based compensation for new investments in the MSI offering.   

106. By engaging in the conduct described above, Nguyen and NGL made 

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use of the mails and means or instrumentalities of interstate commerce to effect 

transactions in, and induced and attempted to induce the purchase or sale of, 

securities without being registered with the SEC in accordance with Section 15(b) of 

the Exchange Act [15 U.S.C. § 78o(b)].  

107. By engaging in the conduct described above, Nguyen and NGL violated, 

and unless restrained and enjoined, are reasonably likely to continue to violate, 

Section 15(a) of the Exchange Act [15 U.S.C. § 78o(a)]. 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Issue findings of fact and conclusions of law that Defendants Lam, NineSquare 

Capital, Nguyen, and NGL committed the alleged violations. 

II. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Defendants Lam and NineSquare Capital, 

and their officers, agents, servants, employees and attorneys, and those persons in 

active concert or participation with any of them, who receive actual notice of the 

judgment by personal service or otherwise, and each of them, from violating Section 

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

Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rules 206(4)-8(a)(1) 

and 8(a)(2) thereunder [17 C.F.R. §§ 275.206(4)-8(a)(1) & 275.206(4)-8(a)(2)]. 

III. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Defendants Lam, NineSquare Capital, 

Nguyen, and NGL and their officers, agents, servants, employees and attorneys, and 

those persons in active concert or participation with any of them, who receive actual 

notice of the judgment by personal service or otherwise, and each of them, from 

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

IV. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Defendants Nguyen and NGL and their 

officers, agents, servants, employees and attorneys, and those persons in active 

concert or participation with any of them, who receive actual notice of the judgment 

by personal service or otherwise, and each of them, from violating Section 15(a) of 

the Exchange Act [15 U.S.C. § 78o(a)]. 

V. 

Issue an order permanently enjoining Defendants Lam and Nguyen from 

directly or indirectly, including, but not limited to, through any entity owned or 

controlled by either or both of them, participating in the issuance, purchase, offer, or 

sale of any security in an unregistered offering by an issuer; provided, however, that 

such injunction shall not prevent Lam or Nguyen from purchasing or selling 

securities for his own personal account. 

VI. 

Order Defendants Lam, NineSquare Capital, Nguyen, and NGL to disgorge all 

funds received from their illegal conduct, together with prejudgment interest thereon, 

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

78u(d)(7)]. 

VII. 

Order Relief Defendants to disgorge ill-gotten gains to which they are not 

entitled, together with prejudgment interest thereon. 

VIII. 

Order Defendants Lam, NineSquare Capital, Nguyen, and NGL to pay civil 

penalties under Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)], 

Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], and Section 209(e) of the 

Advisers Act [15 U.S.C. § 80b-9(e)]. 

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IX. 

Retain jurisdiction of this action in accordance with the principles of equity and 

the Federal Rules of Civil Procedure in order to implement and carry out the terms of 

all orders and decrees that may be entered, or to entertain any suitable application or 

motion for additional relief within the jurisdiction of this Court. 

X. 

Grant such other and further relief as this Court may determine to be just and 

necessary. 

 

Dated:  September 22, 2022 
 

/s/ Kathryn C. Wanner 
Kathryn C. Wanner 
Kelly C. Bowers 
Attorneys for Plaintiff 
Securities and Exchange Commission 

 

Case 2:22-cv-06831   Document 1   Filed 09/22/22   Page 20 of 20   Page ID #:20



Complaints and Other Initiating Documents
2:22-cv-06831 Securities and Exchange Commission v. Lam et al

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

Notice of Electronic Filing


The following transaction was entered by Wanner, Kathryn on 9/22/2022 at 10:37 AM PDT and filed on 9/22/2022
Case Name: Securities and Exchange Commission v. Lam et al
Case Number: 2:22-cv-06831
Filer: Securities and Exchange Commission
Document Number: 1

Docket Text:

COMPLAINT No Fee Required - US Government, filed by Plaintiff Securities and Exchange
Commission. (Attorney Kathryn C Wanner added to party Securities and Exchange
Commission(pty:pla))(Wanner, Kathryn)

2:22-cv-06831 Notice has been electronically mailed to:


Kathryn C Wanner     [email protected], [email protected], [email protected] 

2:22-cv-06831 Notice has been delivered by First Class U. S. Mail or by other means BY THE FILER to :


The following document(s) are associated with this transaction:

Document description:Main Document 
Original filename:C:\fakepath\Lam Complaint v.5 (FINAL).pdf
Electronic document Stamp:
[STAMP cacdStamp_ID=1020290914 [Date=9/22/2022] [FileNumber=34617431-0
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https://ecf.cacd.uscourts.gov/cgi-bin/DktRpt.pl?863550
https://ecf.cacd.uscourts.gov/cgi-bin/DktRpt.pl?863550
https://ecf.cacd.uscourts.gov/doc1/031138617097?caseid=863550&de_seq_num=8&magic_num=MAGIC