The U.S. Securities and Exchange Commission (SEC) has filed charges against two foreign companies based in Colorado for their involvement in a fraudulent cryptocurrency investment scheme that swindled over $130 million from retail investors across the nation.
The two defendants, identified as BG Wealth Sharing Ltd. and DSJ Exchange Pty Ltd., allegedly operated the scheme from October 2025 until June 2026. The SEC’s complaint, lodged in the U.S. District Court for the Northern District of California, accuses the companies of soliciting investments from individuals in more than 40 states and several territories in the United States through a program they referred to as the Wealth Sharing Program.
Investors were lured with promises of risk-free profits generated by purported “signals” in cryptocurrency trading, which the companies claimed would lead to guaranteed returns. BG Wealth went so far as to assert that it was the largest hedge fund in the world and falsely indicated that it was registered with the SEC as an investment advisor in affiliation with DSJ Exchange, which was claimed to be a legitimate and secure trading platform.
However, the SEC states that these claims are entirely unfounded. The complaint highlights that both BG Wealth and DSJ Exchange filed fraudulent Forms ADV and Form D with the SEC, thereby misleading investors into believing that the SEC had sanctioned or blessed their operations.
Laura Dallaird, the head of the SEC’s Division of Enforcement’s Cyber and Emerging Technologies Division, remarked on the sophistication of the operation, noting that it involved social media promotion, encrypted messaging channels, weekly live video briefings, and a dedicated mobile application to engage and mislead investors. According to the complaint, the defendants even produced fake SEC-sealed certificates, initiated selective payments to some investors using a “Ponzi-like tactic,” and misappropriated the remaining funds for their personal use.
Regulatory Violations and Actions
The SEC has charged both companies with violations of anti-fraud provisions under the Securities Act of 1933 and the Securities Exchange Act of 1934. Furthermore, BG Wealth is accused of breaching specific sections of the Investment Advisers Act of 1940.
As part of the enforcement actions, the SEC is seeking a permanent injunction against both firms, alongside the disgorgement of ill-gotten gains plus prejudgment interest and civil penalties against BG Wealth. The fraudulent filings of Form ADV and Form D have subsequently been removed from the SEC’s website.
In light of these events, the SEC’s Office of Investor Education and Assistance has issued a public alert to remind potential investors about the risks of scams that misrepresent exempt reporting adviser filings to project legitimacy. They encourage individuals to consult Investor.gov to verify the credentials of anyone soliciting investments in cryptocurrencies.
The SEC received assistance in this investigation from multiple state securities regulators, including the Alberta Securities Commission, the Hawaii Department of Commerce and Consumer Affairs, as well as the Texas, Utah, Washington State, and Wisconsin securities commissions.
