The Securities and Exchange Commission charged two foreign-operated, Colorado-incorporated companies with running a crypto investment fraud that used false federal filings to raise more than $130 million from tens of thousands of retail investors.
The defendants are BG Wealth Sharing Ltd. and DSJ Exchange Pty Ltd. A complaint filed in the U.S. District Court for the Northern District of California alleges that from at least October 2025 through June 2026, the companies induced investors in more than 40 states and several U.S. territories to join a “wealth-sharing program.”
Participants were promised risk-free returns generated by so-called signals for crypto asset trading.
According to the complaint, BG Wealth claimed to be the world’s largest hedge fund, claimed registration with the SEC as an investment adviser, and said it partnered with a licensed and secure crypto trading platform, DSJ Exchange.
The SEC says none of those claims were true. The complaint alleges the companies submitted false Form ADV and Form D filings to the SEC. Those filings were viewable on the agency’s website and shared with investors as evidence that the SEC had licensed or approved the firms.
Laura D’Allaird, chief of the SEC Enforcement Division’s Cyber and Emerging Technologies Unit, described the operation in a statement.
SEC: Crypto scheme was ‘a Ponzi-like tactic’
“This alleged scheme was well-planned,” she said, citing social media, encrypted messaging channels, weekly live videoconferences and a mobile app used to engage investors. The complaint alleges the defendants displayed fake certificates bearing the SEC’s seal and made periodic payments to some investors, “a Ponzi-like tactic,” while misappropriating the remaining funds.
The SEC charged both companies with violating the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934.
It charged BG Wealth with violating Sections 204(a) and 207 of the Investment Advisers Act of 1940. The agency seeks permanent injunctions, disgorgement with prejudgment interest, and civil penalties against both companies, along with conduct-based injunctions against BG Wealth.
The Form ADV and Form D filings have been removed from the SEC website.
The SEC’s Office of Investor Education and Assistance has issued investor alerts warning that scammers are using exempt reporting adviser filings to create a false impression of legitimacy. The agency encourages investors to check the background of anyone offering or selling a crypto investment through Investor.gov.
The SEC said it received assistance from the Alberta Securities Commission, the Hawaii Department of Commerce and Consumer Affairs, the Texas State Securities Board, the Utah Division of Securities, the Washington State Department of Financial Institutions, the Wisconsin Department of Financial Institutions, and other authorities.
