SEC Charges BG Wealth, DSJ Exchange in $130 Million Crypto Fraud

The Securities and Exchange Commission on October 29, 2026 charged BG Wealth Sharing Ltd and DSJ Exchange Pty Ltd, two Colorado-incorporated entities operated from abroad, with running a $130 million crypto fraud that used false SEC filings to win investor trust. The agency brought its case in federal court in the Northern District of California, alleging the pair raised the money from tens of thousands of retail investors.

The case matters because the defendants allegedly turned the SEC's own public filing systems into a marketing tool, pointing investors to real filings as supposed proof of government approval. Regulators have since taken the BG Wealth Form ADV and the DSJ Exchange Form D off the Commission's website, and the agency has cautioned investors that fraudsters exploit exempt reporting adviser filings to appear legitimate.

The Alleged $130 Million Crypto Fraud Scheme

The alleged scheme ran at least from October 2025 to June 2026, during which the defendants drew in investors across more than 40 U.S. states and several U.S. territories. They pitched a supposed wealth-sharing program that dangled huge, no-risk gains from crypto asset trades based on what it called SI-generated signals, according to the complaint.

The complaint describes BG Wealth as claiming to be the world's largest hedge fund and an SEC-licensed investment adviser, while promising returns of at least 60% per month and telling investors they could double their principal in 40 days with zero risk. BG Wealth also touted DSJ Exchange as its partner, describing it as a licensed and secure venue for crypto trading, the complaint says.

Investors were told to set up accounts through DSJ Exchange's website or mobile app and fund them with crypto assets including USDC, USDT, and Ethereum, the complaint alleges. Under the program's stated terms, DSJ Exchange would automatically trade only 1% of the capital in each investor's account, purportedly pooled with other investors' funds, while BG Wealth took 40% of any profit on every trade executed.

False Filings and Fake Certificates

None of the defendants' claims were true, the SEC alleges. To look legitimate, the defendants filed false Form ADV and Form D paperwork with the SEC, then circulated those publicly accessible filings to investors as supposed proof that the agency had licensed or approved them, the complaint says.

BG Wealth filed a Form ADV on August 16, 2025 claiming to be an exempt reporting adviser. DSJ Exchange, for its part, submitted a Form D on July 11, 2025 that described a purported $100 million exempt offering of pooled investment fund interests under Rule 506(c) of Regulation D, along with a claim of more than $100 million in revenue, according to the complaint. Investors were then allegedly sent to view those filings on the SEC's Investment Adviser Public Disclosure website and EDGAR system, while purported SEC registration certificates bearing the agency's seal appeared on BG Wealth's website and in weekly video appearances.

According to the complaint, the SEC issues no registration certificates at all, and it never licensed or approved either defendant. The complaint states that neither company held any SEC registration, and it alleges on information and belief that individuals abroad ran the operation.

The corporate paperwork was equally thin, according to the complaint. BG Wealth, incorporated in Colorado in April 2025, listed a virtual mailbox as its purported principal place of business, while DSJ Exchange, incorporated in Colorado in June 2025, listed a temporary office-rental space. The notary whose stamp appears on DSJ Exchange's Form ID, the application for EDGAR access codes, did not notarize it, and the company's listed addresses, phone numbers and email addresses were false, with mailed SEC subpoenas returned or unanswered, the complaint alleges. BG Wealth also failed to produce books and records requested by SEC staff to substantiate its disclosures.

Ponzi-Like Payments and Blocked Withdrawals

Laura D'Allaird, Chief of the SEC Enforcement Division's Cyber and Emerging Technologies Unit, said the defendants kept the deception alive by showing investors counterfeit certificates bearing the SEC's seal and by paying out certain investors from time to time, a Ponzi-like tactic, while misappropriating the rest. "This alleged scheme was well-planned, as evidenced by how many different communications channels the defendants chose to broadcast to their target audiences," D'Allaird said.

The operation continued even as regulators closed in. Beginning in May 2025, at least seven foreign securities regulators issued public warnings that BG Wealth and DSJ Exchange were fraudulent or operating without required licenses, and beginning in March 2026 state authorities in Alaska, Hawaii, Oklahoma, Texas, Utah, Washington and Wisconsin issued warnings and cease-and-desist orders against the defendants and certain senior promoters, the complaint states.

According to the complaint, after the FBI seized BG Wealth's original website domain, the figure known as Beard told investors a Chinese hacker was responsible, DSJ Exchange eventually blocked withdrawals entirely, and the defendants demanded additional tax payments to unlock accounts and directed investors to deposit still more assets to migrate to a new platform called HQI Exchange, or HQIEX. On September 29, 2026, DSJ Exchange changed its name on EDGAR to Horizon Crest Capital Inc., purportedly a New York corporation, and filed a Form D for a purported Horizon Crest offering.

Charges and Relief Sought

The complaint charges both defendants with violating Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and charges BG Wealth with violating Sections 204(a) and 207 of the Investment Advisers Act of 1940.

The SEC seeks permanent injunctions, disgorgement of ill-gotten gains with prejudgment interest on a joint and several basis, civil monetary penalties, and an order barring BG Wealth and those acting with it from filing Forms ADV as an exempt reporting adviser.

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

Investor Warnings

The SEC's Office of Investor Education and Assistance has issued investor alerts warning that scammers are using SEC exempt reporting adviser filings to create a false impression of legitimacy. The agency encourages investors to use Investor.gov to check the background of anyone offering or selling them an investment.

State records underscore the gap between the companies' claims and their actual standing. Colorado Secretary of State records identify BG Wealth Sharing Ltd as a Colorado corporation formed on April 13, 2025 with status listed as delinquent, and DSJ Exchange Pty Ltd as a Colorado corporation formed on June 30, 2025 with status listed as noncompliant. Washington State's Department of Financial Institutions entered a final order against both companies on June 30, 2026, case S-26-4210-26-FO01.

Conclusion

The SEC's complaint against BG Wealth Sharing Ltd and DSJ Exchange Pty Ltd is now before the U.S. District Court for the Northern District of California, where the agency is seeking permanent injunctions, disgorgement with prejudgment interest, civil penalties and an order barring BG Wealth from future exempt reporting adviser filings. The allegedly false Form ADV and Form D filings have been removed from the SEC's website. The case follows months of warnings and cease-and-desist orders from state and foreign regulators, and the SEC is urging investors to verify any seller's background through Investor.gov before handing over funds.

Frequently Asked Questions

What is the SEC's $130 million crypto fraud case against BG Wealth and DSJ Exchange?

On October 29, 2026, the SEC charged BG Wealth Sharing Ltd and DSJ Exchange Pty Ltd, two Colorado-incorporated entities operated from abroad, with using false SEC filings to boost confidence in a supposed wealth-sharing program and raise more than $130 million from tens of thousands of retail investors.

How did BG Wealth and DSJ Exchange allegedly use false SEC filings?

The complaint alleges the defendants submitted false Form ADV and Form D filings that were publicly viewable, then shared them with investors as supposed proof of SEC licensing or approval. BG Wealth filed its Form ADV on August 16, 2025, and DSJ Exchange filed a Form D on July 11, 2025 for a purported $100 million offering. The SEC says it granted no license or approval to either defendant.

What returns did BG Wealth allegedly promise investors?

According to the complaint, BG Wealth promised returns of at least 60% per month, told investors they could double their principal in 40 days, and assured them their investments carried zero risk, attributing the results to so-called SI-generated crypto trading signals.

What charges did the SEC bring in the BG Wealth case?

The complaint charges both defendants with violating Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, and charges BG Wealth with violating Sections 204(a) and 207 of the Investment Advisers Act of 1940. The SEC seeks injunctions, disgorgement with prejudgment interest and civil penalties.

How can investors check whether a crypto investment seller is legitimate?

The SEC's Office of Investor Education and Assistance warns that scammers use exempt reporting adviser filings to create a false impression of legitimacy. The agency encourages investors to use Investor.gov to check the background of anyone offering or selling them an investment.