SEC charges two entities over alleged fraud raising more than $130 million

The Securities and Exchange Commission today charged BG Wealth Sharing Ltd and DSJ Exchange Pty Ltd over an alleged investment fraud that raised more than $130 million from tens of thousands of retail investors. Both entities were incorporated in Colorado and operated from abroad. The SEC alleges that false regulatory filings helped the defendants increase investor confidence in the investment program.

The SEC's complaint places the alleged conduct between at least October 2025 and June 2026. The complaint alleges that the defendants attracted investors to a purported wealth-sharing program by promising extraordinary, risk-free returns from crypto asset trading using supposedly SI-generated signals. Many investors were in more than 40 U.S. states and multiple U.S. territories, according to the complaint.

The complaint says BG Wealth falsely represented BG Wealth as the largest hedge fund worldwide and as an SEC-registered investment adviser. The complaint also says BG Wealth falsely claimed a partnership with DSJ Exchange as a licensed, secure crypto trading platform. The complaint alleges that the defendants submitted false Form ADV and Form D filings to make the entities appear legitimate. The filings were available to the public, and the defendants shared the filings with investors as purported evidence of SEC licensing or approval, according to the complaint.

Laura D'Allaird, chief of the SEC Enforcement Division's Cyber and Emerging Technologies Unit, described the alleged scheme as carefully planned. D'Allaird said the defendants maintained investor engagement through social media, encrypted messaging, weekly live videoconferences and a mobile app. D'Allaird said the defendants displayed counterfeit certificates bearing the SEC seal. D'Allaird said the defendants periodically paid certain investors, using a Ponzi-like tactic, while misappropriating the remaining funds.

The SEC filed the complaint in the United States District Court for the Northern District of California. The complaint charges both defendants with violations of antifraud provisions in the Securities Act of 1933 and the Securities Exchange Act of 1934. The complaint additionally charges BG Wealth with violations of Sections 204(a) and 207 of the Investment Advisers Act of 1940. The SEC seeks permanent injunctions, disgorgement with prejudgment interest and civil penalties against both defendants. The SEC also seeks conduct-based injunctions against BG Wealth.

The SEC's Office of Investor Education and Assistance has published alerts about scammers using exempt reporting adviser filings to appear legitimate. The alerts warn that scammers attract investors through false assertions of SEC registration. The SEC urges investors to check the backgrounds of people offering or selling investments. Separately, BG Wealth's Form ADV and DSJ Exchange's Form D have been removed from the SEC website.

The SEC acknowledged assistance from the Alberta Securities Commission and the Securities Enforcement Branch of Hawaii's Department of Commerce and Consumer Affairs. The SEC also acknowledged the Texas State Securities Board, the Utah Department of Commerce's Division of Securities, Washington State's Department of Financial Institutions and Wisconsin's Department of Financial Institutions, among other authorities and regulators.