SEC Sues Two Firms in $130M Crypto Fraud Tied to Fake Filings

Two companies incorporated in Colorado but run from abroad have been charged by the Securities and Exchange Commission over a cryptocurrency investment fraud. The scheme allegedly pulled in more than $130 million from tens of thousands of retail investors through fake federal filings.

BG Wealth Sharing Ltd. and DSJ Exchange Pty Ltd. are named as defendants. According to a complaint filed in the U.S. District Court for the Northern District of California, the two companies lured investors from more than 40 states and several U.S. territories into a “wealth-sharing program” from at least October 2025 through June 2026.

Those who took part were promised risk-free profits derived from so-called signals for trading in crypto assets.

The complaint states that BG Wealth presented itself as the largest hedge fund anywhere, said it was registered with the SEC as an investment adviser, and claimed a partnership with DSJ Exchange, which it described as a licensed and secure crypto trading platform.

All of those representations were false, according to the SEC. In the complaint, the companies are accused of submitting false Form ADV and Form D filings to the SEC. The documents were posted on the agency’s website and shared with investors as evidence that the firms had been licensed or approved by the SEC.

A statement from Laura D’Allaird, who leads the SEC Enforcement Division’s Cyber and Emerging Technologies Unit, described the scheme.

Crypto scheme relied on ‘a Ponzi-like tactic,’ SEC says

“This alleged scheme was well-planned,” D’Allaird said, pointing to the use of social media, encrypted messaging channels, weekly live videoconferences and a mobile app to engage investors. The defendants are also accused in the complaint of displaying counterfeit certificates bearing the SEC’s seal, making periodic payments to some investors — “a Ponzi-like tactic” — and misappropriating the remaining funds.

Both companies face SEC charges for breaching the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934.

BG Wealth was separately charged with violating Sections 204(a) and 207 of the Investment Advisers Act of 1940. The SEC is asking the court for permanent injunctions, disgorgement with prejudgment interest, and civil penalties against both companies, as well as conduct-based injunctions aimed at BG Wealth.

The regulator has taken the Form ADV and Form D filings down from its website.

Investor alerts from the SEC’s Office of Investor Education and Assistance caution that fraudsters are exploiting exempt reporting adviser filings to appear legitimate. The SEC urges investors to look into the background of anyone who is offering or selling a crypto investment, using Investor.gov.

Help in the case came 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 agencies, the SEC said.