The US Securities and Exchange Commission charged BG Wealth Sharing Ltd and DSJ Exchange Pty Ltd on Thursday 29 October 2026, alleging that the two Colorado-incorporated companies took in more than $130 million in crypto from tens of thousands of retail investors through a sham “wealth-sharing program” and sent back no more than $25 million. The case rests on the SEC press release 2026-110 and a 19-page complaint filed the same day in the US District Court for the Northern District of California (case 3:26-cv-12746).
The complaint gives much more detail than the release on one point: how the companies allegedly turned the regulator’s own public filing systems into a sales tool. A Form ADV and a Form D, which are notices and not licences, were presented to investors as proof of approval, alongside “registration certificates” bearing the SEC seal that the agency says it never issued.
These are allegations. No court has ruled, the agency still has to prove its case, and Coindaro found no response from either company in the documents it reviewed. No individual is a defendant.
What the SEC charges BG Wealth Sharing and DSJ Exchange with
Both companies face claims under the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. BG Wealth Sharing also faces claims under Sections 204(a) and 207 of the Investment Advisers Act of 1940, which concern access to its books and records and allegedly untrue statements in a report filed with the agency.
The period covered runs from at least October 2025 to June 2026, with investors in more than 40 US states, several territories and abroad. On paper the companies are US corporations, but the complaint says, “upon information and belief”, that individuals located abroad ran the scheme. It puts investor losses above $100 million.
Laura D’Allaird, chief of the SEC Enforcement Division’s Cyber and Emerging Technologies Unit, called it in the release an “alleged scheme” that “was well-planned”, and said the defendants “further sustained the ruse by displaying fake certificates with the SEC’s seal”.
Why California? The complaint says at least 45 residents of the Northern District invested, that a promoter there organised events, and that the person who paid the fee to file BG Wealth Sharing’s Form ADV lives in the district. That person is not named.
How the program was allegedly sold: signals, levels and 60% a month
According to the complaint, BG Wealth Sharing presented itself as the “world’s largest hedge fund” and an SEC-licensed adviser. Its websites allegedly promised a monthly return of at least 60% in a “zero-risk” setting, and said investors could double their principal within 40 days. A claimed £30 million in initial capital was supposed to cover any losses, under the label “guaranteed fund protection”. Its websites also described it as part of a global financial group set up in 2018 by its founder “on behalf of the International Monetary Fund”, in the complaint’s words.
That pitch centred on a figure described as “Professor” Stephen Beard, presented as founder and chief executive. He has never been registered with the SEC in any capacity, the complaint says, and “upon information and belief” the name is an assumed identity. Trading signals credited to him were allegedly advertised as 99.6% accurate.
As the complaint tells it, the routine was simple. Investors opened an account on DSJ Exchange, by website or mobile app, and deposited USDC, USDT or ETH. Twice a day, alphanumeric signals arrived through BonChat, an encrypted messenger based in Hong Kong. Investors pasted each signal into a tab of their account, pressed confirm and saw a profit appear on screen. BG Wealth Sharing allegedly said only 1% of each account was pooled and traded, and that it would take 40% of any profit.
Readers of the filing will see “SI”, for Super Intelligence, where the companies said AI. A footnote explains why: a presidential executive order of 29 September 2026 tells federal agencies to use the term.
Recruitment did much of the rest, according to the filing. Investors were urged to “Level Up” by bringing in at least five people, with up to 12 levels and bonuses, commissions and “transaction volume dividends” for team managers. One promoter with an office in Concord, California, who is not named, allegedly reached Level 7 with about 5,000 downstream investors. Promotion ran on YouTube, TikTok, Facebook, Instagram and Telegram, on weekly Zoom calls from as early as December 2025 and at roadshows in Las Vegas (30 November 2025), Lā‘ie, Hawaii (15 December 2025) and Salt Lake City (15 April 2026).
Alleged fake SEC certificates: a filing is not a licence
Two filings sit at the centre of the case. BG Wealth Sharing filed a Form ADV on 16 August 2025 claiming to be an exempt reporting adviser. DSJ Exchange filed a Form D on 11 July 2025, claiming revenue above $100 million and a $100 million exempt offering under Rule 506(c). Neither company was ever registered with the agency, the complaint says.
A purported SEC registration certificate for each company allegedly appeared on BG Wealth Sharing’s website, and Beard is said to have shown them during his weekly live appearances. Each bore the agency’s seal and carried a real reference: the CRD number from the Form ADV or the CIK number from EDGAR. Promoters then allegedly sent investors to the SEC’s own IAPD and EDGAR websites, where those numbers led to real public filings, as proof of being “registered”.
An investor who checked would have found the filing, with a matching number, on the regulator’s own website. Yet the complaint says such a Form ADV or Form D is neither a licence nor evidence that the agency has approved the filer. “The SEC does not issue registration certificates,” it states.
State regulators had seen the same tactic. The Texas State Securities Board alleged in June that promoters falsely claimed both companies were licensed and vetted by the SEC. “Bad actors often attempt to create a false sense of legitimacy by claiming government approval, regulatory registration, or official oversight,” said Texas Deputy Securities Commissioner Cristi Ramón Ochoa.
Both forms have now been removed from the Commission’s website, according to the release, which adds that the SEC’s Office of Investor Education and Assistance has issued investor alerts on scammers using exempt reporting adviser filings.
The filings themselves were allegedly false
BG Wealth Sharing’s Form ADV allegedly named an auditor, Indicator Global, that the complaint says appears in no public registry of accounting firms and seems to have filed as an exempt reporting adviser itself. Indicator Global is not a defendant.
According to the complaint, the principal office on the form was a PostNet virtual mailbox in Colorado, the US phone number was disconnected and mail came back undeliverable. BG Wealth Sharing allegedly did not answer when SEC staff asked for its records.
DSJ Exchange’s address was a temporary office rental, the complaint says, and its filings carried false contact details. On its Form ID, the application for EDGAR access codes, the notary whose stamp appears allegedly did not notarize the document. Mailed subpoenas came back or went unanswered, it adds.
Where the money allegedly went
“The entire program was a fiction,” the complaint says. It alleges that no investor assets were used for the advertised trading, that the program made no trading profits and that DSJ Exchange was “a sham trading platform” showing fabricated trades and balances. Deposits were allegedly moved across blockchains and through intermediaries, sometimes through common wallet addresses, and the complaint describes the sums returned to investor-linked wallets as “Ponzi-like payments”. Our guide to how crypto Ponzi schemes work and how to recognise one explains the pattern.
| Item | Figure | Source |
|---|---|---|
| Raised in total | More than $130 million | SEC complaint, para. 1 (alleged) |
| Received March to June 2026 alone | Over $130 million | SEC complaint, paras. 6 and 43 (alleged) |
| Blockchain addresses that sent funds | More than 223,000 | SEC complaint, paras. 6 and 43 (alleged) |
| Returned to wallets likely tied to investors | No more than $25 million | SEC complaint, paras. 5 and 47 (alleged) |
| Investor losses | Exceeding $100 million | SEC complaint, para. 9 (alleged) |
| Losses reported to Washington State | $254,000, not verified by the regulator | Washington DFI alert |
| Likely losses, on-chain estimate | Above $150 million | ZachXBT, via Cointelegraph, May 2026 |
Those figures need care. The complaint gives “more than $130 million” as the total raised, then “over $130 million” as the amount received from March 2026 alone, although the scheme is said to run from October 2025. It gives no separate figure for the earlier months, so the full total is not spelled out. It also ends the March window in “early June” in paragraph 6 and “mid-June” in paragraph 43. The 223,000 addresses are not 223,000 people: the SEC speaks of tens of thousands of investors. On-chain investigator ZachXBT’s estimate of over $150 million, reported by Cointelegraph in May, is a separate measure that the SEC does not cite.
Regulators warned for months before the US suit
Warnings began 17 months before the lawsuit. According to the complaint, at least seven foreign securities regulators issued them starting in May 2025, without naming which. The UK’s Financial Conduct Authority published in that month: its warning on “BG Wealth Sharing / dsjex.net”, dated 7 May 2025, says the firm is not authorised by the FCA and may be targeting people in the UK. In March 2026 the Central Bank of Samoa said BG Wealth was not regulated there, the Samoa Observer reported. State authorities in Alaska, Hawaii, Oklahoma, Texas, Utah, Washington and Wisconsin followed from March 2026 with warnings and cease-and-desist orders, according to the complaint.
| Date (2026) | Event | Source |
|---|---|---|
| 10 April | Washington DFI posts an alert on BG Wealth and DSJ Exchange, later updated on 4 and 15 May | Washington DFI |
| 23 April | FBI seizes BG Wealth Sharing’s original domain in a joint operation; Beard allegedly blames a Chinese hacker | SEC complaint, para. 72 |
| 2 May | Purported CEO Beard tells users in a video that a 12% tax on balances is required ahead of a DSJ Exchange IPO | Cointelegraph |
| 5 May | ZachXBT says more than $41 million was frozen with Tether, Binance, OKX and US law enforcement | Cointelegraph |
| 3 June | Texas announces an emergency cease-and-desist order | Texas State Securities Board |
| 29 September | DSJ Exchange changes its EDGAR name to Horizon Crest Capital Inc. and files a new Form D | SEC complaint, para. 76 |
| 29 October | SEC files its complaint | SEC press release 2026-110 |
The Washington alert cited a promise that 2,000 USDT would earn “1500 USDT per month for life”. Domains kept changing after authorities identified them, according to the complaint, and BG Wealth Sharing’s website allegedly added an FAQ explaining why the program was not a Ponzi scheme.
Blocked withdrawals, a “tax” and a move to HQI Exchange, as the SEC tells it
Early on, some withdrawals went through, which allegedly built confidence. Displayed balances allegedly doubled in about 40 days, while fees of up to 20% and delays of several days allegedly discouraged people from taking money out. Then DSJ Exchange blocked withdrawals altogether, according to the complaint.
Investors who asked for their money were allegedly told to pay a “tax” first, and those who paid still could not withdraw. Texas described this on 3 June as a 12% “exit tax” or “compliance fee” paid out of pocket, plus a $100 fee to move accounts to a new platform, HQI Exchange. In the SEC’s version, investors were told to deposit more to make that move and regain access, after Beard allegedly claimed DSJ Exchange had been hacked. HQI Exchange is not a defendant. Washington’s regulator wrote on 15 May that investors were “reportedly” being sent there and urged them to use extreme caution before sending more funds.
One more step came a month before the lawsuit. On 29 September 2026, according to the complaint, DSJ Exchange changed its name on EDGAR to Horizon Crest Capital Inc., which purports to be a New York corporation, and filed a Form D for a purported offering, “in an apparent attempt to perpetuate the fraud”. Horizon Crest is not named as a separate defendant, and Coindaro could not establish whether it is soliciting investors today.
What the SEC wants, and what remains unknown
Its request to the court covers permanent injunctions against both companies, a ban on BG Wealth Sharing filing Forms ADV as an exempt reporting adviser, disgorgement of alleged gains with prejudgment interest on a joint and several basis, and civil penalties. It demands a jury trial. The complaint does not request an asset freeze, and neither document gives a hearing date.
Several questions stay open. Beyond “individuals located abroad”, the SEC does not say who ran the operation, and its documents mention no criminal case against any individual. The complaint names no exchange or wallet where the money ended up. Whether investors will see anything back is also unclear. ZachXBT said in May that illicit actors tried to launder more than $92 million between 27 April and 3 May, and that more than $41 million was frozen, but neither figure appears in the SEC’s documents, so any link to this lawsuit is unknown. His account names Tether among those that acted, and deposits included USDT and USDC; our page on Tether and our comparison of USDT and USDC give the background.
How to check a crypto firm’s SEC claims
The release encourages investors to use Investor.gov to check the background of anyone selling them an investment. This case adds four points:
- An entry on EDGAR or IAPD shows that something was filed, and a Form ADV from an exempt reporting adviser or a Form D is not a licence.
- Treat a “registration certificate” with an SEC seal as a red flag, since the agency says it does not issue them.
- Promises of guaranteed returns deserve the same doubt: “No investment is guaranteed,” Washington’s regulator says.
- A company that requires outside funds before a withdrawal is “highly likely to be operating an advance fee scam”, according to Washington’s regulator.
After a loss, Washington’s regulator points victims to the FBI and to their local securities regulator, and warns that anyone offering to recover the money for a fee is likely running another scam. In the UK, the FCA’s Firm Checker shows whether a firm is authorised. Readers in the EU can apply the same test to national registers and the ESMA register, covered in our guide to the MiCA rules. Our guide on how to avoid crypto scams and where to report one lists the red flags.
Neither SEC document gives a date for the companies to respond. By the complaint’s account, mail and subpoenas sent to their listed addresses came back or went unanswered.