SEC Charges Two Entities Over $130 Million Fraud Scheme Involving Fake Filings

The Securities and Exchange Commission announced today that it has filed a complaint charging two foreign‑operated, Colorado‑incorporated entities, BG Wealth Sharing Ltd and DSJ Exchange Pty Ltd, with orchestrating a fraud scheme that raised more than $130 million from retail investors across more than 40 states and several U.S. territories.

According to the SEC’s complaint, the defendants promoted a so‑called “wealth‑sharing program” between October 2025 and June 2026, promising extraordinary, risk‑free returns generated by alleged crypto‑trading signals. The complaint states that BG Wealth claimed to be the world’s largest hedge fund, registered with the SEC as an investment adviser, and partnered with a purported licensed crypto trading platform, DSJ Exchange, although none of those claims were true.

The SEC said the defendants created the appearance of legitimacy by submitting false Form ADV and Form D filings that were publicly viewable and shared with investors as proof of SEC approval. The agency added that the false filings were later removed from the Commission’s website.

How the Scheme Operated

Laura D’Allaird, chief of the SEC Enforcement Division’s Cyber and Emerging Technologies Unit, explained that the scheme employed a wide range of communication channels, including social media, encrypted messaging, weekly live videoconferences and a mobile app, to keep investors engaged. She noted that the defendants displayed counterfeit certificates bearing the SEC seal and made periodic payments to select investors in a Ponzi‑like manner while misappropriating the remaining funds.

Legal Actions and Remedies

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

Investor Alerts and Guidance

The SEC’s Office of Investor Education and Assistance issued alerts warning that scammers are using exempt reporting adviser filings to create a false impression of legitimacy. The agency urged investors to verify the background of anyone offering an investment by checking Investor.gov.

Cooperation With State Regulators

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