The U.S. Securities and Exchange Commission (SEC) has charged two foreign-operated, Colorado-incorporated companies, BG Wealth Sharing Ltd. and DSJ Exchange Pty Ltd., with defrauding tens of thousands of retail investors out of more than $130 million through a fraudulent crypto trading scheme.
False SEC Filings Used to Lure Investors
According to the complaint filed in the U.S. District Court for the Northern District of California, the defendants operated a fraudulent "wealth-sharing program" from at least October 2025 through June 2026. Investors across more than 40 states and several U.S. territories were promised risk-free returns driven by crypto trading signals. BG Wealth falsely claimed to be the world's largest hedge fund, asserted it was registered with the SEC as an investment adviser, and told investors it partnered with DSJ Exchange, which it labeled a licensed trading platform.
To build credibility, the companies submitted false Form ADV and Form D filings that appeared on the SEC's public website and were shown to investors as proof of regulatory approval. Fraudsters also displayed fake certificates featuring the official SEC seal while making periodic payouts to early investors. Laura D'Allaird, chief of the SEC Enforcement Division's Cyber and Emerging Technologies Unit, stated, "This alleged scheme was well-planned," pointing to social media, encrypted messaging channels, weekly live videoconferences, and a mobile app used to target victims.
Legal Violations and Regulatory Cooperation
The SEC charged both firms with violating the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. Additionally, BG Wealth was charged with violating Sections 204(a) and 207 of the Investment Advisers Act of 1940. The regulatory agency is seeking permanent injunctions, disgorgement with prejudgment interest, civil penalties, and conduct-based injunctions against BG Wealth. The fraudulent filings have since been removed from the SEC website.
Multiple domestic and international agencies assisted in the investigation, including the Alberta Securities Commission, Hawaii Department of Commerce and Consumer Affairs, Texas State Securities Board, Utah Division of Securities, Washington State Department of Financial Institutions, and the Wisconsin Department of Financial Institutions.
- Defendants: BG Wealth Sharing Ltd. and DSJ Exchange Pty Ltd.
- Total Misappropriated: Over $130 million from tens of thousands of retail investors.
- Timeframe: October 2025 through June 2026 across 40+ states and U.S. territories.
- Core Allegations: False Form ADV/Form D filings, fake SEC seals, and Ponzi-style payouts.
Why It Matters
This enforcement action highlights how bad actors increasingly exploit official regulatory infrastructure—such as SEC EDGAR filings—to craft a false perception of legitimacy. By leveraging public database records alongside aggressive social media marketing, fraudulent schemes can quickly acquire institutional credibility among retail market participants. As regulatory agencies step up enforcement actions against fraudulent operators, market participants can observe a broader push toward tighter compliance standards, similar to how the CFTC pushes voluntary frameworks for crypto exchanges to safeguard market integrity.
