STATE OF CALIFORNIA
BUSINESS, CONSUMER SERVICES AND HOUSING AGENCYDEPARTMENT OF FINANCIAL PROTECTION AND INNOVATION

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State of California - Department of Financial Protection and Innovation

5TO:

Harvest Keeper
www.harvest-keeper.app
admin@harvest-keeper.app

6DESIST AND REFRAIN ORDER(For violations of sections 25110 and 25401 of the Corporations Code)78910111213
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The Commissioner of Financial Protection and Innovation (Commissioner) finds that:
1.

The Department of Financial Protection and Innovation (Department) regulates theoffer and sale of securities in California under the Corporate Securities Law of 1968 (Cal. Corp. Code§§ 25000-25707) (CSL).
2.

At all relevant times, Harvest Keeper was a business entity of unknown type with an

unknown principal place of business. Harvest Keeper operated the website www.harvest-keeper.app,
as well as social media accounts on Twitter (@Harvest_Keeper), Telegram(https://t.me/HarvestKeeperAI), and YouTube (https://www.youtube.com/@harvestkeeperAI).
3.

Beginning at least as early as 2023, Harvest Keeper offered and sold securities in theform of investment contracts in California through general solicitations on its website. Harvest
Keeper referred to these investment contracts as “Investments.”
4.

Harvest Keeper held itself out as a cryptocurrency trading platform. The purported

purpose of the securities offerings was for Harvest Keeper to use investor funds to engage incryptocurrency trading, which in turn would generate returns for investors who purchased
Investments. Harvest Keeper claimed that the cryptocurrency trading would be conducted by artificial
intelligence (AI) software that would “dynamically manage an investment portfolio that includes
deposits from all users.”
5.

Harvest Keeper heavily promoted the benefits of its purported AI software andsuggested that investors could expect high returns and stable passive income due to this technologicaladvantage. Harvest Keeper stated that its “complex” AI software “analyzes patterns, risks, incidents-1DESIST AND REFRAIN ORDER

1and factors associated with past experiences with the help of algorithms,” “provides decision-making

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only from objective data, excluding assumptions and hypotheses,” and could “generate profits 24/7.”

State of California - Department of Financial Protection and Innovation

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Harvest Keeper also guaranteed that investors would not lose money. It falsely

4claimed that it had created an “insurance fund” to prevent any investor losses and ensure that investor

5funds were “completely safe.”

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7.

Harvest Keeper’s Investments promised to pay investors a 4.81% “guaranteed” fixed

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rate of return, which would be available for investors to withdraw at any time. The Investments were8

publicly available to investors in California via Harvest Keeper’s website: www.harvest-keeper.app.

98.

Harvest Keeper facilitated deposits and withdrawals using crypto assets, including

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Tether (USDT).

119.

Harvest Keeper held itself out as being transparent about the individuals managing

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Harvest Keeper. The website included names and photos of the individuals that Harvest Keeper

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claimed were members of its management team. Harvest Keeper’s website stated that “our investors

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should feel safe” because a third-party entity had purportedly verified the identities of the individuals,

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thereby “confirming [Harvest Keeper’s] legitimacy.” According to Harvest Keeper’s website and16

social media, the founder of Harvest Keeper was an individual named Markus Peters, who Harvest

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Keeper described as the “leader” and “main generator of ideas.” Markus Peters touted Harvest

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Keeper to prospective investors in videos posted by Harvest Keeper’s YouTube account. In reality,

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this was a hoax: Markus Peters was a fictitious character played by an actor.

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10.

As part of its solicitation efforts, Harvest Keeper used a multi-level marketing scheme

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that would reward investors for inducing others to send money to Harvest Keeper. According to this22

program, investors would be paid a referral bonus based on the amount of funds deposited by the23

investors that they recruited. Investors would also be paid additional referral bonuses when the24

investors that they recruited, in turn, recruited new investors.

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11.

Investors seeking to take advantage of Harvest Keeper’s referral program created and26

posted videos to YouTube and posted content on other social media websites to recruit others to27

invest in Harvest Keeper.

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State of California - Department of Financial Protection and Innovation

112.

In fact, Harvest Keeper was luring investors into what is known as a High-Yield

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Investment Program (HYIP). HYIPs are unregistered investments typically run by unlicensed

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individuals – and are often frauds. The hallmark of an HYIP scam is the promise of high returns on4

an annual (or even monthly, weekly, or daily) basis at little or no risk to the investor. Another key5

element of most HYIPs is a referral program, in which the HYIP offers referral commissions or

6bonuses to investors to recruit new investors. This usually leads to investors sharing information

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about the HYIP with their friends and family and promoting HYIPs on social media. HYIPs rarely

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disclose the true identities of the individuals operating the HYIP.

913.

On or around March 17, 2023, Harvest Keeper collapsed: the platform stopped

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processing investors’ withdrawal requests, Harvest Keeper shut down its website and social media

11accounts, and investors were unable to access their funds.

1214.

The Investments offered by Harvest Keeper were securities that were neither qualified

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nor exempt from the qualification requirement under the CSL. The Department has not issued a14

permit or other form of qualification authorizing Harvest Keeper to sell these securities in California.

1515.

In connection with the offer or sale of these securities, Harvest Keeper made, or16caused to be made, untrue statements of material fact and material omissions to investors and17

potential investors, including but not limited to the following:

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a. failing to disclose that it used investor funds to pay purported profits to otherinvestors, in the manner of a Ponzi scheme;

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b. falsely promising 4.81% daily returns;

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c. falsely representing the identities of the actual individuals operating and/or managing

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Harvest Keeper;23

d. falsely representing that Harvest Keeper would prevent any investor losses;

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e. falsely representing that investors would always have full access to their funds; and25

f. failing to disclose that the offer or sale of Harvest Keeper’s securities was not

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qualified in California.

2728-3DESIST AND REFRAIN ORDER

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Based on the foregoing findings, the Commissioner is of the opinion that the securities offered

2or sold by Harvest Keeper were subject to qualification under the CSL and have been or are being

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offered or sold without first being qualified in violation of Corporations Code section 25110.

State of California - Department of Financial Protection and Innovation

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Pursuant to Corporations Code section 25532, Harvest Keeper is hereby ordered to desist and5

refrain from the further offer or sale of securities in California, including but not limited to6

investment contracts known as Investments, unless and until the qualification requirements of the7

CSL have been met.

8In addition, the Commissioner is of the opinion that Harvest Keeper offered or sold securities

9in California by means of oral or written communications which included untrue statements of10material facts or omitted to state material facts necessary in order to make the statements made, in the11light of the circumstances under which they were made, not misleading, in violation of Corporations

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Code section 25401.

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Pursuant to Corporations Code section 25532, Harvest Keeper is hereby ordered to desist and14

refrain from offering or selling or buying or offering to buy any security in California, including but

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not limited to investment contracts known as Investments, by means of any written or oral

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communication which includes an untrue statement of a material fact or omits to state a material fact

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necessary in order to make the statements made, in the light of the circumstances under which they18

were made, not misleading.

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Pursuant to Corporations Code section 25403, any person who controls or induces another20

person to violate a provision of the Corporate Securities Law of 1968, or any person who provides

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substantial assistance to another person in violation of the Corporate Securities Law of 1968, shall be

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liable for the violations.

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-4DESIST AND REFRAIN ORDER

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with the purposes, policies, and provisions of the Corporate Securities Law of 1968.

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Dated: April 19, 2023
San Diego, California

45State of California - Department of Financial Protection and Innovation

This Order is necessary, in the public interest, for the protection of investors, and is consistent67

CLOTHILDE V. HEWLETTCommissioner of Financial Protection and Innovation
By
MARY ANN SMITH
Deputy Commissioner
Enforcement Division

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28-5DESIST AND REFRAIN ORDER