SEC v. David J. Feingold; Joseph B. Baldassarra; Steven S. Baldassarra; BROAD STREET GLOBAL MANAGEMENT, LLC; and BROAD STREET INC., No. 1:25-cv-20436-DPG, Southern District of Florida (Aug. 4, 2025) — Complaint

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO. 1:25-cv-20436

SECURITIES AND EXCHANGE COMMISSION,

   Plaintiff,
v.         JURY TRIAL DEMANDED

DAVID J. FEINGOLD,
JOSEPH B. BALDASSARRA,
STEVEN S. BALDASSARRA,
BROAD STREET GLOBAL MANAGEMENT, LLC, and
BROAD STREET INC.,

                                    Defendants,            and

JOSEPHBENJAMIN, INC., and
JUST A NICE DAY, INC.

                                    Relief            Defendants.
_________________________________________/

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
 Plaintiff Securities and Exchange Commission (the “SEC”) alleges as follows:
I. INTRODUCTION
1. The SEC brings this enforcement action to stop an ongoing offering fraud
perpetrated by David J. Feingold, Joseph B. Baldassarra, Steven S. Baldassarra, and the entities
they control – Broad Street, Inc. (“BSI”) and Broad Street Global Management (“BSG
Management”). Feingold, the Baldassarras, and their entities used deceptive schemes and
materially false statements to raise money from investors in Broad Street Global Fund, LLC
(“BSG Fund” or the “Fund”), a private equity fund that the Defendants used to raise more than
$1 billion from over a thousand investors. The SEC seeks temporary and preliminary relief,

 
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including an asset freeze and injunctions, as well as the appointment of a receiver, to put a stop
to Defendants’ misconduct.
2. BSG Fund is divided into numerous Series. BSG Management, which is the
investment adviser to the Fund, offered Series in Real Estate Infrastructure, Merchant Cash
Advances, Custom Home Building, Hotel Projects, and numerous other specialized areas. Each
of these Series is supposed to present an investor with a unique investment opportunity, with its
own unique possible profits and risk.
3.  However, Defendants engaged in a multi-faceted fraud related to BSG Fund.
First, Defendants fraudulently offered and paid inflated returns to investors in at least two major
Series, claiming that investments in Merchant Cash Advances – short term and fast funding
transactions to small business – generated significant profits when in fact they did not. As a
result, Defendants paid millions of dollars in returns to investors that were not supported by
actual MCA profits.
4. Second, the Defendants managed the Fund in a way that was inconsistent with
what they told investors and that materially increased investors’ risk. The Baldassarras and BSG
Management told investors that the Fund would follow certain structures and practices to protect
their investments: that they would keep the assets and liabilities of each Series separate, that
there would not be commingling of funds or assets between the Series, that there would be no
cross-liability between Series, and that the Fund would own the investments made with investor
funds. In fact, funds were commingled and cross-liabilities created, subjecting investors in one
Series to risks in other Series. Moreover, nearly all investor funds were diverted to accounts and
assets owned and controlled by BSG Management, the Baldassarras, or BSI. BSG Management
made almost no investments on behalf of the BSG Fund.

 
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5. Third, the Baldassarras and BSG Management made numerous false and
misleading statements to induce investors to invest with the Fund.  In addition to the
misstatements noted above, they falsely promised investors that a certain Series – related to
Qualified Small Business Stock – would generate tax-free returns, when in fact the funds were
not invested as promised and do not qualify for favorable tax treatment. They made false
statements about the Fund’s recordkeeping practices and financial statements. And finally, as
noted above, they misled investors about the profitability of the MCA investments.
6.  Fourth, Defendants engaged in additional deceptive conduct in their operation of
the Fund, all of which resulted in fraud on the Fund and its investors.
7.  In addition, the Baldassarras and BSG Management are investment advisers to
the BSG Fund, and thus have critical fiduciary obligations to their client, including duties of
loyalty and care, which impose on them an affirmative duty of utmost good faith, and an
obligation to provide full and fair disclosure of all material facts. Through the conduct alleged
below, the Baldassarras and BSG Management fell vastly short of these obligations.
8.   From the more than $1 billion that Defendants have raised, the Baldassarras
have transferred (or had investors send money to BSG Management directly) approximately
$880 million to BSG Management. From these funds, Feingold and the Baldassarras have
transferred approximately $170 million to the Baldassarras and to entities under the control of
Feingold or the Baldassarras.
9. By engaging in the conduct alleged in this complaint, Defendants Feingold,
Joseph Baldassarra, Steven Baldassarra, BSG Management, and BSI (collectively “Defendants”)
violated the antifraud provisions of Section 17(a) of the Securities Act of 1933 (“Securities Act”)
[15 U.S.C. § 77q(a)], and Section 10(b) of the Exchange Act of 1934 (“Exchange Act”) [15

 
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U.S.C. § 78j(b)], and Exchange Act Rule 10b-5(a) and (c) thereunder [17 C.F.R. § 240.10b-5(a)
and (c)]. In addition, Defendants BSG Management and the Baldassarras, violated the antifraud
provisions of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Exchange Act Rule
10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)]. The Baldassarras and Feingold are also liable as
control persons over BSG Management and BSI pursuant to Section 20(a) of the Exchange Act
[15 U.S.C. § 78t(a)].
10.  In addition, BSG Funds’ investment advisers, Defendants BSG Management and
the Baldassarras (collectively “BSG Fund’s Investment Advisers”), breached the fiduciary duties
they owed to the BSG Fund in violation of the antifraud provisions of Sections 206(1) and
206(2) of the Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)].
11. Furthermore, Relief Defendants Josephbenjamin, Inc. (“Joseph Benjamin”),
owned and controlled by Joseph Baldassarra, and Just A Nice Day, Inc. (“Just a Nice Day”),
owned and controlled by Steven Baldassarra (collectively, “Relief Defendants”) have each
received substantial illicit proceeds from the Defendants’ fraud to which they have no legitimate
claim and under circumstances in which it is not just, equitable, or conscionable for them to
retain the funds.
II. PARTIES AND RELATED ENTITIES
a. Defendants
12. David J. Feingold, Esq. (“Feingold”), age 58, is a resident of Aventura, Florida.
Feingold is the Chief Executive Officer (“CEO”) of BSI and a control person over BSI and BSG
Management. The Baldassarras have delegated the management of many, including the largest,
business lines funded by BSG Fund, including real estate infrastructure projects and merchant
cash advance (“MCA portfolios”), to Feingold. Feingold is an attorney licensed in the state of

 
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Florida. In 1999, the Commission entered an order against Feingold to cease and desist from
committing or causing any violations of Section 5 of the Securities Act and Rule 10b-13 of the
Exchange Act.
13.  Joseph B. Baldassarra, age 48, is a resident of Simpsonville, South Carolina. He
is a managing member of BSG Management, the President of BSI, and a control person over BSI
and BSG Management. His responsibilities include: acting as investment adviser to the BSGF
Fund, along with Defendants BSG Management and Steven Baldassarra; soliciting investors for
BSG Fund; and supervising BSI’s internal sales staff who, among other things, solicit investors
for BSG Fund. Joseph Baldassarra was associated with several registered broker-dealers between
1998 and 2016.
14. Steven S. Baldassarra, age 49, is a resident of Simpsonville, South Carolina. He is
a managing member of BSG Management, the chief operating officer (“COO”) of BSI, and a
control person over BSI and BSG Management. His responsibilities include: acting as
investment adviser to the BSG Fund, along with Defendants BSG Management and Joseph
Baldassarra; and performing back-office functions for BSG Fund, including overseeing BSG
Fund’s and BSG Management’s bank accounts, and its accounting staff. Steven Baldassarra was
associated with several registered broker-dealers between 1998 and 2016.
15. Broad Street Global Management LLC (“BSG Management”) is a South Carolina
LLC that was formed on or about October 2018. BSG Management is the designated manager of
BSG Fund. BSG Management is owned and managed by the Baldassarras and is controlled by
the Baldassarras and Feingold. BSG Management (through the Baldassarras) acts as an
investment adviser with respect to BSG Fund. BSG Management has received approximately $9

 
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million directly from investors and more than $871 million from the bank accounts of BSG Fund
and BSG Series CM, LLC’s (“BSG CM Series”) bank accounts.
16. Broad Street Inc. (“BSI”) is a Delaware corporation that was formed on or about
June 2022. BSI’s voting shares are owned in equal parts by the Baldassarras and Feingold and
unanimity by all three is required for shareholder decisions. Since approximately June 2022
through the present, Feingold has been the CEO, Joseph Baldassarra has been the President, and
Steven Baldassarra has been the COO, of BSI. Feingold and the Baldassarras control BSI. BSI
has received more than $200,000, an interest in a registered broker-dealer, and ownership over
certain real estate assets.
A. Relief Defendants
17. Josephbenjamin, Inc. (“Joseph Benjamin”) is a South Carolina corporation owned
and controlled by Joseph Baldassarra. Through Joseph Benjamin, Joseph Baldassarra received
more than $65 million of illicit proceeds.
18. Just a Nice Day, Inc. (“Just A Nice Day”) is a South Carolina corporation owned
and controlled by Steven Baldassarra. Through Just a Nice Day, Steven Baldassarra received
more than $50 million of illicit proceeds.
B. Related Entities
19. Broad Street Global Fund LLC (“BSG Fund”) is a multi-Series Delaware LLC
that was formed on or about September 14, 2020. BSG Fund is a private equity fund. BSG Fund
has no managing board and thus cannot act for itself. Instead, BSG Fund’s operating agreement
vests all authority to act for BSG Fund in its manager BSG Management (or its agents). BSG
Fund has directly received more than $868 million from investors in exchange for limited
partnership interests in BSG Fund.

 
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20. Broadstreet Global Holdings, LLC (“BSG Holdings”) is a South Carolina LLC.
BSG Holdings is owned and managed by the Baldassarras. BSG Holdings receives funds to pay
the expenses for BSG Fund, BSG Management, and BSI. BSG Holdings has received more than
$134.5 million from BSG Management.
21. BSG Series CM, LLC (“BSG Series CM”) is a South Carolina LLC that is owned
and managed by the Baldassarras. BSG Series CM is related to one or more crypto asset mining
Series in the BSG Fund that is offered and sold by BSG Management and BSI. Its bank accounts
have received approximately $199 million from investors.
22. BSG Management, BSI, BSG Fund, BSG Holdings, and BSG Series CM are
referred to herein as the “Broad Street Entities.”
III. JURISDICTION AND VENUE
23. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and
22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)]; Sections 21(d), 21(e), and
27(a) of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e) and 78aa(a)]; and Sections 209(d) and
214(a) of the Advisers Act [15 U.S.C. §§ 80b-9(d) and 80b-14(a)].
24. Defendants, directly or indirectly, singly or in concert with others, made use of
the means or instruments of transportation or communication in interstate commerce, the means
and instrumentalities of interstate commerce, or of the mails, in connection with the acts,
practices, and courses of business set forth in this Complaint.
25. This Court has personal jurisdiction over the Defendants and Relief Defendants
and venue is proper in the Southern District of Florida pursuant to Section 20(b), 20(d)(1), and
22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a)]; Section 21(d) and 27 of
the Exchange Act [15 U.S.C. §§ 78u(d) and 78aa]; Sections 209(d) and 214(a) of the Advisers

 
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Act [15 U.S.C. §§ 80b-9(d) and 80b-14(a)]; and 28 U.S.C. § 1391(b) because, among other
reasons: (a) Defendant Feingold, CEO of Defendant BSI and an undisclosed control person of
Defendant BSG Management has resided in this district since at least June 2022; (b) Defendant
BSI has additional staff that work on behalf of the Broad Street Entities that reside in this district,
some of whom are also shareholders of Defendant BSI; (c) an accounting firm used by
Defendants is located in this district; (d) the home builder associated with BSG Fund’s custom
home sub-Series whose “nerve center” is located in this district has filed for bankruptcy in this
District; (e) more than 70 investors that have invested in the BSG Fund reside in this district; (f)
a registered broker used to solicit investors and is partially owned by Defendant BSI is located in
this district; and (g) many of the acts, practices, transactions, and courses of business alleged in
this Complaint occurred within this district.
IV.       FACTUAL       ALLEGATIONS
A. BSG Fund’s Formation, Operation, and Relation to the Broadstreet
Enterprise
i. BSG Fund and the Broad Street Entities
26. BSG Fund was formed in September 2020 to operate as a private equity fund. In
the fourth quarter of 2020, BSG Fund purchased substantially all of the investment assets of
Broad Street Global Fund SCSp, a Luxembourg entity, which was a predecessor fund to the BSG
Fund.
27. BSG Fund’s offering materials claim that it is divided into a number of Series,
each of which focuses on a separate and distinct investment opportunity.
28. BSG Fund is managed by BSG Management, which has authority to manage BSG
Fund’s activities. Joseph Baldassarra and Steven Baldassarra are the managing members of BSG
Management, and BSG Management acts through the Baldassarras. Throughout the Relevant

 
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Period, BSG Management has been controlled by the Baldassarras and since June 2022, as
alleged further below, Feingold has also controlled BSG Management.
29. BSG Management is not registered as an investment adviser with the SEC,
although as alleged below it acts as an investment adviser with respect to BSG Fund.
30. In or around June 2022, Feingold formed and became the CEO of BSI. Joseph
Baldassarra is the President of BSI and Steven Baldassarra is the Chief Operating Officer of BSI.
The sales staff that solicits investors for BSG Fund are BSI personnel. BSI owns at least some of
the real estate assets acquired with BSG Fund’s funds. BSI oversees assets in which BSG Fund
has invested.
31. From at least July 2022 until the present, BSI’s publicly-available website
contains information about certain of the Broad Street Entities, and illustrates the related nature
of the Broad Steet Entities and the BSG Fund Series. For example, from approximately July
2022 through approximately March 2024, the following diagram was included on BSI’s website:

 
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i. BSG Management and BSI Offered and Sold More Than $1 Billion of
Securities.
32. From October 1, 2020 through the present (“Relevant Period”), investors have
deposited more than $1 billion in the bank accounts of BSG Fund, BSG Series CM, and BSG
Management. Of this amount, investors deposited approximately $868 million in the BSG
Fund’s bank accounts, approximately $199 million in BSG CM Series’ bank accounts, and
approximately $9 million in BSG Management’s bank accounts.
33. From the more than $1 billion that investors deposited in the above referenced
bank accounts, approximately $880 million has been transferred to (or directly deposited) in
BSG Management’s bank accounts and extensively commingled. The chart below demonstrates
the flow of investor funds to BSG Management:

 
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34. During the Relevant Period, BSG Management has continuously solicited money
from, and offered and sold BSG Fund LLC units in a variety of Series to investors.
35. From approximately October 1, 2020 until approximately May 2022, BSG
Management used an internal sales staff to offer and sell BSG Fund LLC units. The internal sales
staff was used to, among other things: (a) solicit investors; (b) send out offering materials; (c)
prepare closing resolutions; and (d) assist with the preparation of account statements.
36. From approximately June 2022, until at least October 31, 2024, BSG
Management and BSI have used an internal sales staff comprised of BSI personnel to offer and
sell BSG Fund LLC units. BSI’s staff is used to, among other things: (a) solicit investors; (b)
send out offering materials; (c) prepare closing resolutions; and (d) assist with the preparation of
account statements.
37. In addition, since at least August 2022, BSG Management has utilized registered
broker-dealers to sell the offering pursuant to placement agreements.
38. As a result of the solicitation efforts undertaken by BSG Management, BSI, and
associated broker-dealers, BSG Management has raised more than $1 billion on behalf of the
BSG Fund from over a thousand passive investors. These investors are located across the United
States, including in this district, and abroad.
39. The BSG Fund LLC units that BSG Management offered and sold to investors are
securities as defined in Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)] and Section
3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)]. Section 2(a)(l) of the Securities Act and
Section 3(a)(10) of the Exchange Act define “security” to include, among other things,
“investment contracts.” An investment contract exists where a person invests his or her money,

 
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in a common enterprise, with a reasonable expectation of profits to be derived solely from the
efforts of others.
40. Investors in BSG Fund committed funds in cash or via wire transfer to participate
in an investment opportunity. They were promised significant returns, which were to be
generated from passive business opportunities described in each of the Series’ pitch decks.
41. BSG Fund’s numerous investors have no ability to influence the management of
BSG Fund under its operating agreement and are wholly dependent on the efforts of the
Baldassarras and Feingold to select and oversee investments to generate their expected returns.
42. BSG Fund has no way to act independently from BSG Management.
ii. The Offering Documents
43. BSG Management typically provides prospective investors with materials that
detail the terms of the potential investment, including a subscription agreement, operating
agreement, private placement memorandum, and supplemental materials pertaining to specific
BSG Fund Series, including Supplemental Series Schedules and pitch decks (the “Offering
Documents”).
44. BSG Fund’s Subscription Agreement reflects that each investor received BSG
Fund’s operating agreement and private placement memorandum prior to investing.
45. BSG Fund has had at least two operating agreements: a Limited Liability
Company Agreement dated as of September 14, 2020 (“Original Operating Agreement”); and an
Amended and Restated Limited Liability Company Agreement dated as of May 26, 2022
(“Amended Operating Agreement”).
46. These operating agreements set forth certain terms concerning the operation of the
BSG Fund.

 
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47. One version of the BSG Fund Confidential Private Placement Memorandum that
has been provided to investors is dated October 2020 (“October 2020 PPM”).
48. The private placement memoranda set forth the “terms and conditions of the
private offering by [BSG Management] of the membership interests” to investors in the BSG
Fund.
49. Both the operating agreements and the private placement memoranda state that
supplemental materials about each Series will be made available to investors and to the BSG
Fund. For example, the Amended Operating Agreement states that there are “Series Schedule[s]”
that “cover terms specific to a particular Series.” Similarly, the October 2020 PPM states that
“[a] supplement to the [private placement memorandum] ... in respect of each Series will be
created and distributed to prospective investors in such Series.”
50. BSG Management also gave prospective investors access to materials in its
internet data room, which, among other things, and at different times, has contained
Supplemental Series Schedules with additional terms and conditions of the offering and pitch
decks explaining the various investment opportunities.
51. Specifically, pitch decks exist for numerous of BSG Fund’s Series described
below. Certain Series have multiple pitch decks or pitch decks that were updated over time.
52. Feingold reviewed the Offering Documents, including the PPM and the Operating
Agreements, before they were made available to potential and actual investors.
53. The BSG Fund Offering Documents were reviewed and approved by the
Baldassarras before they were made available to potential and actual investors.
54. Further, BSG Fund, as a legal entity, acts through its designated manager, BSG
Management, and BSG Management, as a legal entity, acts through its co-managers, Joseph

 
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Baldassarra and Steven Baldassarra. As such, BSG Management and the Baldassarras each have
the ultimate authority with respect to the content of any written statements in the BSG Fund
Offering Documents that were provided to investors.
55. In addition to the Offering Documents, BSG Management communicates with
investors in other ways, including through BSI’s website and periodic investor updates, which
were issued monthly or quarterly.
56. Periodic investor updates and BSI’s website were reviewed and approved by the
Baldassarras before they were made available to investors.
iii. The BSG Fund Series
57. As alleged above, BSG Fund’s Offering Documents claim that it is divided into
separate Series, each of which focuses on a different investment opportunity and has different
risks. For example, the October 2020 PPM states that BSG Fund “has been established to pursue
multiple investment objectives and investment strategies in different Series so investors can
select the investment objectives and investment strategies to which the investor wishes to have
exposure.” It further states that “[a] Series may vary from other Series due to, among other
things, investment strategy and objectives, risk and return profile, use of leverage, exposure to
particular strategies and other factors.”
58. BSG Fund investors must, at the time of purchase, select their LLC units within a
particular Series.
59. During the Relevant Period, BSG Fund investors have been offered the
opportunity to invest in numerous Series, including the ones listed below. BSG Fund has
sometimes used the term Series and sub-Series interchangeably, with sub-Series generally being
a further differentiation of a particular Series (for example, as discussed below, where there are

 
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different returns offered in MCA investments or there are investments in different pre-IPO
companies, those are referred to as sub-Series).
60. Merchant Cash Advance (“MCA”): This Series contains at least three sub-Series
that claim to use investor funds to invest in portfolios of MCAs, which are transactions in which
a small business can receive quick funding by selling its future receivables at a steep discount.
The advance is repaid by debiting a percentage of the business’s daily sales.
61. The Offering Materials describe risks related to MCA investments. For example,
an August 2022 MCA pitch deck explains that there is “industry risk, such as defaults and
potential future regulation,” and that “merchants are considered higher risk.” The pitch deck
claims that the high rates charged to the merchants offset these risks.
62. BSG Fund has promised to pay investors in the MCA Series a fixed annual return
of 14%, 15%, or 18%, depending on the sub-Series or, and a 17% return for at least one investor
via a side-letter. BSG Management sent funds for these sub-Series to, among other places, MCA
Company, which has offices in New York, New York, and Boca Raton, Florida.
63. As of November 2023, BSG Management had raised approximately $87 million
for BSG Fund’s MCA Series.
64. Real Estate Infrastructure Development (“Infrastructure”): This Series, BSG
Fund’s largest, contains at least nine sub-Series that claim to invest investor funds, as a pool, in
the development of raw land into build-ready lots that can be sold to residential home builders.
65. The Offering Materials tout the relative safety of Infrastructure investments. For
example, an undated Real Estate Infrastructure Development pitch deck notes existing contracts
with numerous national homebuilders, which are “backed by the full faith and credit of the
Fortune 500 top publicly traded homebuilders,” and further notes that lots are presold to national

 
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homebuilders before “Broad Street and its affiliates” close on the land in order to “minimize
risk.”
66. BSG Fund has promised to pay investors in these sub-Series a preferred annual
return of 14.6% or, for one investor, a 16% annual return pursuant to a side letter. BSG
Management has sent funds for these sub-Series to, among other places, two real estate
development companies, Development Company 1 and Development Company 2.
67. As of November 2023, BSG Management had raised more than $168 million for
BSG Fund’s Infrastructure Series.
68. Qualified Small Business Stock (“QSBS”): This Series claims to invest investor
funds in a tax-favored investment in Broad Street Development Corporation (“BSDC”), which is
described as “a fully operational technology based real estate development corporation acquiring
land, building structures, and utilizing advanced technologies, platforms, skilled workers and
techniques to allow for the operation of the entity.”
69. BSG Fund has promised to pay investors in this Series a fixed annual return of
18%. The return is accrued for five years and, when paid, is supposed to be exempt from U.S.
income taxes.
70. As of November 2023, BSG Management had raised approximately $6.2 million
for BSG Fund’s QSBS Series.
71. Pre-IPO securities (“Pre-IPO”): This Series contains a number of sub-Series,
each of which is focused on acquiring stock of a specific company via forward purchase
contracts before that company’s stock can be publicly traded on a securities exchange.

 
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72. BSG Management has promised to either deliver the specific shares acquired with
the investor’s funds or the proceeds from the sale of those shares after the company goes public
or another liquidity event occurs.
73. As of November 2023, BSG Management had raised approximately $53.5 million
for BSG Fund’s Pre-IPO Series.
74. Fixed income securities: (“Fixed Income”): This Series seeks to provide positive
returns by investing in a wide variety of income generating investments in publicly-traded
securities that primarily reflect debt, equity, or closed-end funds that have exposure to
government agency and/or similar income generating investments.
75. BSG Fund has promised to pay investors in this Series a fixed annual return of
7%.
76. As of November 2023, BSG Management had raised approximately $2 million for
BSG Fund’s Fixed Income Series.
77. Hotel Projects (“Hotel”): This Series contains at least three sub-Series that claim
to invest in the purchase or construction and operation of specific hotel properties, including one
Hotel project located in Daytona Beach, Florida.
78. BSG Fund has promised to pay investors in these sub-Series a return based on an
ownership share of the hotel’s operating income or proceeds from the sale of the property.
79. As of November 2023, BSG Management had raised approximately $19.4 million
for the BSG Fund Hotel Series.
80. Custom Home Building (“Home Building”): This Series contains at least four
sub-Series that claim to invest in the construction of residential housing communities. BSG Fund

 
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has promised to pay investors in these sub-Series a return based on a profit split with the home
builder.
81. On June 20, 2024, BSG Fund’s partner in the Home Building Series filed for
bankruptcy protection in the United States Bankruptcy Court for the Southern District of Florida,
where the partner’s “nerve center” is located.
82. As of November 2023, BSG Management had raised approximately $31.2 million
for BSG Fund’s Home Building Series.
83. Crystal Lagoons (“Crystal Lagoons”): This Series claims to invest in the
construction and operation of a resort project in Columbia, South Carolina, featuring a clear-
water recreational lagoon with beach-like areas.
84. BSG Fund has promised investors in this Series “Perpetual Income at Rates of
Return Never Seen Before” in the form of a fixed annual return of 10% during the first two years
of the project, and a fixed annual return of 20% thereafter with additional payments based on a
25% share of the resort’s operating profits or 50% of the proceeds from the sale of the property.
85. As of September 2023, BSG Management had raised approximately $24.2 million
for BSG Fund’s Crystal Lagoons Series.
86. Bitcoin Mining (“Bitcoin Mining”): This Series claims to invest in a “wholly
owned [sic] bitcoin mining facility.”
87. BSG Fund has promised to pay investors in this Series a targeted annual return of
25%.
88. As of November 2023, BSG Management had raised approximately $1.9 million
for BSG Fund’s Bitcoin Mining Series.

 
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89. Altcoin Mining (“Altcoin Mining”): This Series claims to “make investments
into crypto coin mining machines” that will be used to generate alternative forms of crypto assets
other than Bitcoins.
90. BSG Fund has promised to pay investors in this Series a targeted annual return of
28%.
91. As of November 2023, BSG Management had raised approximately $41.8 million
for BSG Fund’s Altcoin Mining Series.
92. Self-storage facilities (“Self-Storage”): This Series claims to invest in a
collection of self-storage facilities.
93. BSG Fund has promised to pay investors in this Series a fixed annual return of
10% paid quarterly until projects are profitable and can sustain the 10% return based on positive
cash flows generated from the self-storage facilities. Thereafter, profit distributions will be based
on investor percentage ownership in the sub-Series. BSG Management has told investors that it
estimates it will pay 27% annualized returns for this BSG Fund Series.
94. As of November 2023, BSG Management had raised approximately $16.6 million
for BSG Fund’s Self-Storage Series.
vi. Feingold and the Baldassarras Have Taken More than $170 Million
From the BSG Fund.
95. From the investor monies that have become assets of the BSG Fund, Feingold and
the Baldassarras have, directly or indirectly, received more than $170 million from BSG Fund.
96. Using BSG Fund’s assets, Feingold and the Baldassarras have purchased an office
building through Related Entity 1. More than $4.7 million of BSG Fund’s assets have been
transferred to Related Entity 1.

 
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97. Using BSG Fund’s assets, Feingold and the Baldassarras (and a fourth individual)
have also acquired an interest in Related Entity 2, an aviation company. More than $763,000 of
the BSG Fund’s assets have been transferred to Related Entity 2.
98. More than $3.19 million of BSG Fund’s assets have been transferred to pay
personal expenses relating to the individual Defendants, including payments towards yachts.
Steven Baldassarra
99. Through Just a Nice Day, Steven Baldassarra received more than $50 million of
BSG Fund’s assets. In addition, more than $1.9 million of BSG Fund’s assets have been
transferred to Steven Baldassarra directly.
100. Collectively, from these payments and his proportionate interest in Related
Entities 1 and 2 and payments of personal expenses, Steven Baldassarra has received more than
$56.7 million of BSG Fund’s assets.
Joseph Baldassarra
101. Through Joseph Benjamin, Jospeh Baldassarra received more than $65 million of
BSG Fund’s assets. In addition, more than $300,000 of BSG Fund’s assets have been transferred
to Joseph Baldassarra.
102. Collectively, from these payments and his proportionate interest in Related
Entities 1 and 2 and personal expenses, Steven Baldassarra has received more than $68.2 million
of BSG Fund’s assets.
Feingold
103. More than $36 million of BSG Fund’s assets have been transferred to Feingold
Related Entity 1, an entity controlled by Feingold that he uses to direct payments he claims are
owed to him from the Broad Street Entities.

 
21
 
104. More than $7 million of BSG Fund’s assets have been transferred to Feingold
Related Entity 2, an entity owned by him and one of his sons and controlled by Feingold that he
uses to direct payments he claims are owed to him from the Broad Street Entities.
105. Collectively, from these payments and his proportionate interest in Feingold
Related Entities 1 and 2, and personal expenses, Feingold has received more than $46 million of
BSG Fund’s assets.
Other Ways Individual Defendants Received BSG Fund’s Assets
106.  Feingold and the Baldassarras also have arrangements to obtain money from
BSG Fund’s assets.
107. For example, in September 2023, BSI acquired a 24.9% ownership stake in one of
the broker-dealers that sells BSG Fund LLC units through private placements (the “Broker
Dealer”). The Baldassarras and Feingold, through their ownership in BSI, share in the placement
fees that the Broker Dealer earns for selling BSG Fund LLC units to investors. In total,
approximately $12.3 million of BSG Fund’s assets have been paid to the Broker Dealer.
108. As alleged above, BSG Management sent funds for the MCA Series to MCA
Company. MCA Company pays substantial commissions and management fees from Broad
Street Entities’ MCA investments to Feingold.
109. As alleged above, BSG Management sends funds for the Infrastructure Series to,
among others, Development Company 2
, of which Feingold or his family members own 35% and
he is co-chairman of its board of directors. Development Company 2 has paid, among other
things, land acquisition fees and a share of development fees to Feingold or entities under his
control.

 
22
 
B. BSG Management and the Baldassarras Are Investment Advisers.
110. BSG Management, Joseph Baldassarra, and Steven Baldassarra are each
investment advisers within the meaning of Section 202(a)(11) of the Advisers Act. 15 U.S.C. §
80b-2(a)(11).
111. Section 202(a)(11) of the Advisers Act defines an “investment adviser” as a
“person who, for compensation, engages in the business of advising others . . . as to the value of
securities or as to the advisability of investing in, purchasing, or selling securities.”
112. BSG Management advises BSG Fund with respect to investments in securities.
According to the October 2020 PPM, BSG Management may be paid a management fee by the
BSG Fund’s Series “for managing the investment and reinvestment of such Series’ assets,”
which include investments that are securities as defined by the federal securities laws.
Specifically, at least some of the investments in the Pre-IPO securities Series, Fixed Income
Series, and QSBS (Qualified Small Business Stock) Series are investments in securities as
defined by the federal securities laws.
113. BSG Fund’s October 2020 PPM also holds BSG Management out as an
investment adviser, stating that “[f]ees charged by [BSG Management] may be greater or lower
than fees charged by other investment advisers for similar services.”
114. As the sole managers and owners of BSG Management, the Baldassarras are also
investment advisers to BSG Fund.  In their roles at BSG Management, the Baldassarras provide
advice about securities for compensation to the BSG Fund and, accordingly, also meet the
definition of “investment adviser.”
115. As investment advisers to BSG Fund, Defendants BSG Management, Joseph
Baldassarra, and Steven Baldassarra owe a fiduciary duty to BSG Fund. An investment adviser’s
fiduciary duty comprises a duty of care and a duty of loyalty. The duty of care requires an

 
23
 
investment adviser to provide investment advice in the best interest of its client. The duty of care
also requires BSG Management to operate the BSG Fund in accordance with its Operating
Agreements. Under its duty of loyalty, an investment adviser must eliminate or make full and
fair disclosure of all conflicts of interest which might incline an investment adviser—
consciously or unconsciously—to render advice which is not disinterested such that a client can
provide informed consent to the conflict.
C. Feingold and the Baldassarras Control BSI and BSG Management.
116. Feingold and the Baldassarras control BSI.
117. Feingold and the Baldassarras are senior executives at BSI. Since approximately
June 2022 through the present, Feingold has been the CEO, Joseph Baldassarra has been the
President, and Steven Baldassarra has been the COO of BSI.
118. In addition, BSI’s voting shares are owned in equal parts by the Baldassarras and
Feingold and unanimity by all three is required for shareholder decisions.
119. Feingold and the Baldassarras also control BSG Management.
120. As alleged above, BSG Fund is managed by BSG Management, which has sole
authority to manage BSG Fund’s activities. Joseph Baldassarra and Steven Baldassarra are the
managing members of BSG Management, and BSG Management acts through the unanimous
agreement of the Baldassarras.
121. In or around June 2022, when he formed and became the CEO of BSI, Feingold
began to control BSG Management and its management of BSG Fund, along with the
Baldassarras. Although Feingold is not formally listed as a manager of BSG Management in
BSG Fund’s PPM or Operating Agreements, he is involved with the management of BSG
Management and uses his control over BSI to direct the management of BSG Fund’s operations
by BSG Management. As CEO of BSI, Feingold is the most senior executive officer of BSI.

 
24
 
122. As alleged above, BSI’s website shows the interrelated connected relationships
between the Broad Street Entities.
123. In addition, BSG Management, the BSG Fund, BSG Holdings, BSG Series CM
and  BSI, operate as a single organization.
124. BSG Management, BSG Fund, and BSI, as well as the additional related entities
BSG Holdings, and CJS Technology Select Management, LLC (“CJS”) prepared unaudited
financial statements in which their financial results are consolidated as of December 31, 2022.
125. BSG Management, BSG Fund, and BSI, as well as the additional related entities
BSG Holdings, CJS, and BSG CM Series prepared unaudited financial statements in which their
financial results are consolidated as of December 31, 2023.
126. For almost two years, from in or around August 2022 to in or around April 2024,
BSI did not have its own bank account, but instead paid its operating expenses (including its
staff’s compensation) through BSG Holdings’ bank account, which was funded by a share of the
money taken from BSG Fund by BSG Management.
127. As alleged further below, BSG Fund’s Offering Documents generically use the
terms “Broadstreet,” “Broadstreet Global,” or “affiliates” without clearly identifying to which
entity the materials refer.
128. All of the staff performing back-office roles for BSG Management (on behalf of
BSG Fund) are personnel of BSI, some of whom are also shareholders of BSI, including the staff
performing the compliance, operations management, and accounting functions. Likewise, the
internal sales staff soliciting potential investors for BSG Fund are personnel of BSI. There is no
formal separation of duties established between BSI and BSG Management.
129. Certain of BSI and BSG Management staff share the same office space.

 
25
 
130. Feingold is the individual with the most knowledge of and has primary oversight
over the most substantial investments managed by BSG Management, including the MCA
portfolios held at MCA Company and the Infrastructure projects being developed by
Development Companies 1 and 2.
131. Feingold receives weekly, monthly, and quarterly financial reports regarding BSG
Fund from BSI staff performing BSG Management’s back-office functions (on behalf of BSG
Fund). These reports are typically shared with Feingold by Steven Baldassarra.
132. Feingold participates in weekly meetings with BSG Management and BSI staff, in
which all matters pertaining to BSG Fund and its business lines are discussed.
133. Feingold and the Baldassarras have daily meetings via phone or video conference.
No other persons typically attend these meetings, and all aspects of the Broad Street Entities are
discussed.
134. Feingold and the Baldassarras jointly make decisions regarding the investment of
certain of BSG Fund’s assets, which occurs through BSG Management.
135. Feingold shared in the money taken from the BSG Fund by BSG Management.
136. Feingold has also involved himself in BSG Management’s capital-raising
activities for BSG Fund by making regular presentations to BSG Fund’s potential investors
concerning BSG Fund’s investments via dinner meetings and on video conference calls, directly
answering questions from potential investors, and preparing side letters with BSG Fund investors
documenting special investment terms.

 
26
 
D. Defendants Fraudulently Offered and Paid Materially Inflated Returns to
Investors in Two Major BSG Fund Series.
137. Defendants fraudulently paid at least $42.9 million in purported returns to
investors in two major BSG Fund’s Series when a substantial portion of this amount was not
profits from BSG Fund’s investments.
i. Actual Returns from MCA Investments Were Below Promised
Returns and Deteriorated Over Time.
138. BSG Fund’s MCA and Infrastructure Series are two of BSG Fund’s largest Series.
As alleged above, as of November 2023, BSG Management had raised approximately $87
million for BSG Fund’s MCA Series, and approximately $168 million for BSG Fund’s
Infrastructure Series.
139. MCA Series investors were promised annual returns of between 14% and 18%,
depending on the particular sub-Series. These returns were to be generated from profits on MCA
investments. For example, an August 2022 MCA pitch deck touted to investors a “14% annual
yield” and claimed that the MCA Series “seeks to provide positive returns by investing in a wide
variety of income generating investments in the merchant cash advance industry.”
140. Infrastructure Series investors were promised an annual preferred return of 14.6%
and one investor, through a side letter, was promised a 16% annual return.
141. Through at least September 2023, the Infrastructure projects funded by BSG Fund
had not yielded sufficient cash profits (after payment of debt and other expenses) to pay the
14.6% promised to investors. In fact, as of December 13, 2023, Development Companies 1 and 2
had not distributed any profits to the BSG Fund’s Infrastructure Series. These returns were to be
generated, in part, from profits on MCA investments.
142. Actual profits from the MCA investments made with BSG Fund investors’ money
were insufficient to cover returns paid to MCA and Infrastructure investors.

 
27
 
143. From the beginning of 2021 through the end of 2023, MCA investors were paid at
least $18.6 million in purported returns. Specifically, MCA investors were paid at least $9.2
million in cash distributions. Additionally, MCA investors “reinvested” at least $9.4 million in
purported returns, which increases an investor’s capital account balance that the BSG Fund needs
to pay to the investor. If an investor did not elect to reinvest, MCA investors would have
received a cash distribution.
144. Similarly, from the beginning of 2021 through the end of 2023, Infrastructure
investors were paid at least $24.3 million in purported returns. Specifically, Infrastructure
investors were paid at least $16.1 million in cash distributions. Additionally, Infrastructure
investors “reinvested” at least $8.2 million in purported returns, which increases an investor’s
capital account balance that the BSG Fund needs to pay to an investor. If an investor did not
elect to reinvest, Infrastructure investors would have received a cash distribution.
145. However, the BSG Fund’s MCA portfolios did not generate sufficient profits to
pay the more than $43 million paid to MCA and Infrastructure Series investors from 2021
through 2023. These portfolios will likely generate no more than $20 million, even if returns
from when the first portfolio first came into existence (which is as early as 2019, two years
before the time period here) through the entire life of the portfolio (which extends beyond the
time period here) are included. Moreover, as of December 2023, these portfolios will generate no
more than $37 million, even if every MCA investment paid on time and in full, including the
accounts that have defaulted or are in collections (and even assuming the same expanded time
period).
146. First, MCA Company charged substantial management fees (typically, between
3% to 5% of the amount advanced to the merchant) and commissions (typically, between 10% to

 
28
 
15% of the amount advanced) to participate in the MCA transaction. These management fees and
commissions significantly reduced the returns that the Broad Street Entities received from MCA
Company. Feingold receives half of all the management fees and 20% of the commissions
charged by MCA Company.
147. Second, actual returns on closed MCA deals (deals where no further payments
were due from the merchant) from the Broad Street Entities’ MCA portfolios have generated less
than a 3% annual return.
148. Third, five of the eight Broad Street Entities’ MCA portfolios have lost more than
$1.6 million as of July 27, 2024.
149. Lastly, as of July 27, 2024, collectively, the Broad Street Entities’ MCA
portfolios had not performed pursuant to the terms of the MCA agreements with merchants.
These portfolios had large amount of accounts that were in collections or default status. After
adjusting for these uncollectible accounts (on average approximately 96% of the amount owed
from these accounts will not be collected), the weighted annual average return of these portfolios
was less than 2%.
150. The collectability of the MCA portfolios has deteriorated over time, through July
2024, because a greater percentage of accounts are uncollectible. For example, the percentage of
MCA’s in the Broad Street Entities’ MCA portfolios that are in collections and default status has
increased from approximately 8% as of the end 2022, increased to approximately 17% as of year
end 2023, and further increased to 26% as of July 24, 2024.
151. In addition to the payments to the MCA and Infrastructure Series, from the
beginning of 2021 through the end of 2023, investors in other Series, including Altcoin Mining,
Crystal Lagoons, Fixed Income, Hotel, QSBS, and Self-Storage, were paid at least $13.1 million

 
29
 
in cash distributions and “reinvested” at least $8.8 million in purported returns, which increases
an investor’s capital account balance that the BSG Fund will need to pay to an investor. For
investors who did not elect to reinvest, they would have received a cash distribution. During this
timeframe, some of these Series did not have any operations.
152. After the end of 2023, BSG Fund’s obligations to investors have greatly increased
due to returns on the existing investments being rolled over and added to investor’s capital
account balances and substantial additional fundraising (approximately $500,000,000 was raised
from investors for the BSG Fund from the beginning of 2024 through October 31, 2024).
ii. Feingold’s Role in the Scheme
153. Feingold knew and was severely reckless in not knowing, and should have
known, that BSG Fund investors were being paid inflated returns that did not actually represent
profits.
154. As alleged above, BSG Management sent funds for the MCA Series to MCA
Company. Feingold had primary responsibility for the management of the MCA portfolios
funded by BSG Fund at MCA Company. Feingold, through BSI, also oversaw the BSG Fund’s
Infrastructure projects under development by Development Companies 1 and 2. Feingold knew
that the shortfall needed to pay the promised returns to Infrastructure Series investors was to be
paid from purported profits on MCA investments.
155. Despite the limited profits alleged above, Feingold frequently requested cash
withdrawals from MCA Company, which were paid to the Broad Street Entities’ bank accounts.
156. Feingold received periodic reports showing the profitability of the MCA
portfolios that he requested from MCA Company. MCA Company prepared a weekly
performance report titled “Dave’s ROI,” meaning David Feingold’s return on investment. These
weekly reports accumulated factor rates – the percentage return a merchant would have to repay

 
30
 
(i.e., a 1.36 factor rate meant that a merchant would have to repay 136% of the amount
advanced) – as well as costs, such as origination and management fees, which reduce the amount
that the BSG Fund could receive from its MCA investments. MCA Company used this
transaction data to calculate a profit percentage for each MCA portfolio. While certain of the
“Dave’s ROI” reports state, on their face, a “Year to Date” return on investment, the listed
returns are cumulative, which is readily apparent from the reports.
157. Feingold requested, obtained, and reviewed these weekly reports, and extracted
information from them to make his own calculation of the average annual return of the MCA
portfolios.
158. The data in the “Dave’s ROI” reports shows the profitability of the MCA
portfolios. As alleged above, projected profits on open MCA deals were less than 14% annually,
and the open MCA deals included accounts in collections and default.
159. Further, the deterioration in the collectability of the MCA portfolios alleged above
would have been apparent to Feingold by dividing the cumulative returns shown on the Dave’s
ROI reports by the age of the portfolios.
160. In addition, Feingold reviewed a BSG Fund internal stress test analysis performed
in late 2022 that showed the anticipated returns from the MCA portfolios would not be sufficient
to satisfy all of BSG Fund’s investor obligations.
161. Despite knowing, being severely reckless in not knowing, and being negligent in
not knowing the actual profits from the MCA investments, Feingold provided materially
overstated MCA performance information to BSG Management and to BSI. This information
was incorporated into MCA Series pitch decks and BSG Fund periodic investor updates. These

 
31
 
materials were distributed by BSI’s staff to certain of BSG Fund’s actual and prospective
investors.
162. In addition, Feingold was the source of materially overstated MCA performance
information that was incorporated into BSG Fund’s unaudited consolidated financial statements
for fiscal year 2023 and made available to investors upon request.
163. After its formation in June 2022, Feingold acted in his role as chief executive
officer of BSI.  After that time, the scienter, negligence, and conduct of Feingold is imputed to
BSI.
iii. The Baldassarras’ Role in the Scheme
164. The Baldassarras should have known that BSG Fund investors were being paid
inflated returns that did not actually represent profits.
165. BSG Fund’s draft unaudited financial statement and income tax returns in 2020
and 2021, all of which were available to Joseph Baldassarra and Steven Baldassarra (which were
signed by Steven Baldassarra), reported multi-million-dollar losses to BSG Fund and identified
no income attributed to MCA investments. Despite these documents showing losses, substantial
sums were paid from the Broad Street Entities’ bank accounts (or were rolled over) to MCA and
Infrastructure investors during at least 2021.
166. In addition, Steven Baldassarra reviewed a BSG Fund internal stress test analysis
performed in late 2022 that showed the anticipated returns from the MCA portfolios would not
be sufficient to satisfy all of BSG Fund’s investor obligations.
167. Further, the Baldassarras should have known that BSG Management did not
create and maintain Series-level financial statements for BSG Fund reflecting the actual profits
of each Series, as required by BSG Fund’s Offering Materials. The Baldassarras made no effort

 
32
 
to determine how the purported profits from MCA investments had been apportioned to the
various MCA and Infrastructure Series.
168. The Baldassarras authorized, and BSG Management and BSI provided, periodic
account statements to investors, including MCA and Infrastructure Series investors, that reported
consistent, fixed returns. Specifically, the account statements reflected the principal amount
invested less any withdrawals, and earnings based on the investor’s promised return (e.g., 14%)
multiplied by the account balance. These account statements were not based on actual profits.
169. Despite the above allegations, the Baldassarras authorized, or had the power to
authorize, payments to MCA and Infrastructure Series investors. The Baldassarras also
authorized, or had the power to authorize, investors rolling over monies that were represented as
profits (that the BSG Fund would have otherwise had to pay in cash) into new BSG Fund
investments.
170. Further, as managers of the BSG Fund and by reviewing information that went to
investors before it was sent out, the Baldassarras should have known that the information being
provided by Feingold into the pitch decks, periodic updates, and unaudited financial statements
regarding MCA performance was false and misleading.
171. The Baldassarras acted in their role as managers of BSG Management.  The
negligent conduct of the Baldassarras is imputed to BSG Management.
* * * * *
172. In sum, Defendants engaged in fraudulent and deceptive conduct by offering and
paying materially inflated returns to investors in at least BSG Fund’s MCA and Infrastructure
Series that were not based on actual MCA profits. Each Defendant engaged in deceptive acts that
furthered the scheme, including:

 
33
 
a. Feingold provided materially overstated MCA performance information to BSG
Management;
b. BSG Management and the Baldassarras facilitated the incorporation of Feingold’s
materially overstated MCA performance information into BSG Fund’s pitch decks,
BSG Fund’s periodic investor updates, and the unaudited consolidated financial
statements for fiscal year 2023;
c. BSI, through its employees, and BSG Management, through the Baldassarras, made
available BSG Fund’s pitch decks and BSG Fund’s periodic investor updates to
investors and prospective investors;
d. Feingold requested withdrawals from the MCA portfolios at MCA Company, without
limiting such requests to profits, that were used to pay materially inflated returns to
BSG Fund investors;
e. The Baldassarras authorized, and BSG Management made, the payments of
materially inflated returns to MCA and Infrastructure Series investors;
f. The Baldassarras and BSG Management did not prepare or maintain Series-level
financial statements for BSG Fund, which would have reflected actual profits of each
Series;
g. The Baldassarras authorized, and BSG Management and BSI provided, periodic
account statements to MCA and Infrastructure Series investors that reported
consistent, fixed returns that were not based on actual results;
h. As alleged below, the Baldassarras commingled cash assets and expenses of multiple
BSG Fund Series in such a way to make it very difficult to trace the use of each
Series’ assets; and

 
34
 
i. Feingold provided the data upon which the unaudited consolidated financial
statements for fiscal year 2023 were based, which contained the false claim, alleged
below, that the MCA portfolios historically generated 2.87% average monthly
returns, and otherwise overstated the returns, assets, and income from the MCA
portfolios.
E. The Baldassarras, Acting Through BSG Management, Made False and
Misleading Statements in Violation of the Exchange Act and the Securities
Act; the Baldassarras, BSG Management, and Feingold Negligently
Obtained Money or Property by Means of False and Misleading Statements
in Violation of the Securities Act.
173. As alleged below, BSG Management and the Baldassarras made various false and
misleading statements and BSG Management, the Baldassarras, and Feingold received money or
property by means of false and misleading statements in connection with BSG Management’s
and BSI’s offer and sale of BSG Fund LLC units to actual and potential investors.
i. Throughout the Relevant Period, the Baldassarras, Acting Through
BSG Management, Made False and Misleading Statements that They
Would Keep Each Series as a Separate Pool of Assets and Investors
Would Invest in the Series of Their Choosing, Would Not Commingle
Assets Between Series, and Would Not Create Cross-Liability
Between Series; the Baldassarras, BSG Management, and Feingold
Negligently Obtained Money or Property by Means of These
Statements.
174. Throughout the Relevant Period, BSG Management and the Baldassarras made
false and misleading statements regarding how the funds in each Series would be handled.  Each
made false and misleading statements that each Series would be a separate pool of assets and that
investors would be invested in the Series of their choosing, that there would not be commingling
of funds or assets between the Series, and that there would be no cross-liability between Series.
These statements were materially false and misleading.
175. The October 2020 PPM states, among other things, that:

 
35
 
a. “The Fund is divided into separate [S]eries operated in a manner so as to
avoid cross-liability between the Series”;
b. “Each Series is a separate pool of assets with its own investment objective
and strategy”;
c. “The Fund has been established to pursue multiple investment objectives
and investment strategies in different Series so investors can select the
investment objectives and investment strategies to which the investor
wishes to have exposure”;
d. “Members will have no interest in the assets pertaining to any other Series
unless they purchase such other Series. . . . Accordingly, the debts,
liabilities and obligations incurred, contracted for or otherwise existing
with respect to a particular Series is intended to apply only against the
assets of such Series and not against the assets of other Series of the
Fund”;
e. “Separate and distinct records will be maintained for each Series and the
assets associated with any such Series will be held and accounted for
separately from the other assets of such Series or any other Series”;
f. “[T]he debts, liability, and obligations incurred, contracted for or
otherwise existing with respect to a particular Series is intended to apply
only against the assets of such Series and not against the assets of other
Series of the Fund”; and
g. “[C]ash assets pertaining to various classes of Interest (but not assets
pertaining to multiple series) may be comingled and not held separately.”

 
36
 
176.  The Operating Agreements state, among other things, that:
a. “In general, each Series shall have a differentiated investment strategy
from each other Series.”;
b. “[T]he Company shall establish and maintain separate and distinct records
for such Series, and shall cause the assets, debts, liabilities, obligations,
expenses, profits and losses associated with any such Series to be
accounted for separately from the assets, debt, liabilities, obligations,
expenses, profits and losses of the Company . . . and each other Series.”;
c. “All consideration received by the Company for the issue or sale of
Interest in a particular Series, and all other property in which such
consideration is invested and reinvested, all income, earnings, profits and
proceeds thereof . . . shall irrevocably belong to that Series for all purposes
. . . and shall be so recorded upon the books and records of the
Company.”;
d. “Except as otherwise expressly provided in the [Delaware Limited
Liability Company] Act, the debts, obligations and liabilities of the
Company or a Series, whether arising in contract, tort or otherwise, shall
be solely the debts, obligations and liabilities of the Company or such
Series, as applicable, and not any other Series. . . .”;
e. “[T]he debts, liabilities obligations, and expenses of each Series shall be
enforceable against the assets of such Series only, and not against the
Company generally or against any other Series of the Company. . . .”; and

 
37
 
f. “Notwithstanding any other [provision] of this Agreement, no distribution
. . . with respect to . . . the Interest of any Series shall be effected by the
Company other than from the assets held with respect to such Series, nor
shall any Member of any particular Series otherwise have any right or
claim against the assets held with respect to any other Series (except to the
extent such Member has such right or claim hereunder as a consequence of
holding Interests of such other Series).”
177. A reasonable investor would have understood from these statements that the funds
they provided BSG Fund were invested in the specific Series that they had selected, that the
assets of that Series would be treated as a separate pool of assets, that the funds and assets of that
Series would not be commingled with the funds or assets of the Fund or other Series, and that the
funds and assets in that Series would not be subject to liability from any other Series or the Fund.
178.  These statements regarding how the funds in each Series would be handled were
false and misleading. Since inception, rather than each Series being treated as a separate pool of
assets, BSG Management has diverted a large percentage of investor funds from all Series into
BSG Management’s commingled bank accounts. After investor funds were placed into BSG
Management bank accounts, BSG Management did not maintain records of how much of the
investor’s funds contributed to a Series were used by that Series to make investments, to pay fees
or other expenses, or to pay redeeming investors. BSG Management did not have adequate
systems or internal controls in place to permit tracking of the use of investor funds by Series.
BSG Management did not maintain books and records necessary to prepare financial statements
for each Series and did not keep separate bank accounts for nearly all of the Series.

 
38
 
179. As a result of this conduct, BSG Management has failed to treat each Series as a
separate pool of assets by commingling investor funds. In addition, that commingling has also
caused cross-liability between Series. As the October 2020 PPM notes, “such [cross-liability]
protection can be lost if certain formalities are not observed, including not commingling assets
and maintaining separate books and records for each series.”
180. In addition, the statements regarding how the funds in each Series would be
handled were false and misleading for the additional reason that, in December 2022, BSG
Management, BSG Fund (via BSG Management), BSI, the Baldassarras, and Feingold entered
into an agreement that explicitly created cross-liability between each Series. This agreement, the
so-called Tri-Party Agreement Regarding the Broad Street Entities (the “TPA”), was executed by
Steven Baldassarra on behalf of BSG Management, BSG Fund, and as an individual guarantor;
Joseph Baldassarra as an individual guarantor; and Feingold on behalf of BSI and as an
individual guarantor. The TPA was executed in December 2022 but purported to retroactively
take effect on June 30, 2022. The TPA creates a lien on the assets of BSG Fund (except as to the
Pre-IPO Series), BSG Management, and BSI to the extent necessary to satisfy BSG Fund’s
investor obligations. Accordingly, if BSG Fund defaults on any Series, investors in the defaulted
Series may seek to recover their losses against assets creating income for other Series in which
they did not invest.
181.  The statements regarding how the funds in each Series would be handled were
false and misleading when made and the Baldassarras knew or were severely reckless in not
knowing, and should have known, that the statements were false and misleading. As the
managing members of BSG Management and in light their control over that entity and BSG
Fund, at all relevant times the Baldassarras knew that the funds in each Series were being

 
39
 
handled in a way that was inconsistent with the disclosures in the October 2022 PPM and the
Operating Agreements.
182. The scienter and negligent conduct of Joseph Baldassarra and Steven Baldassarra
is imputed to BSG Management.
183. BSG Management and the Baldassarras omitted to state material facts that were
necessary to render their statements regarding how the funds in each Series would be handled not
misleading. These omissions include that the TPA has been signed and that it contained
provisions creating cross liability between Series.
184. The false and misleading statements regarding how the funds in each Series
would be handled were material to investors. As alleged above, each Series offered by BSG
Fund was marketed as having different areas of concentration with different risks and expected
returns. It was important to a reasonable investor to have his or her investment be in the Series
that he or she selected and that his or her investment is not commingled with investments and
liabilities of Series he or she did not select.
185. Moreover, having selected a Series with a certain investment focus and risk, it
was important to investors that they not be subject to the liability of the Series that were not
selected. The liens created by the TPA mean if BSG Fund defaults on any Series (besides the
pre-IPO Series), investors in the defaulted Series may seek to recover their losses against assets
creating income for other Series in which they did not invest. A reasonable investor would want
to know that investments in Series in which they specifically did not invest could cause them to
lose all or part of their investment or expected returns. This is not a hypothetical or remote risk.
For example, the Home Builder constructing residential communities related to BSG Fund’s
custom home building Series recently filed for bankruptcy. Under the TPA, and contrary to the

 
40
 
above referenced Offering Documents, investor’s assets (including those who did not invest in
the custom home building Series) could be taken to satisfy investor obligations arising from the
custom home building Series if the Home Builder’s bankruptcy disrupts those payments.
186. Feingold should have known that the statements regarding the use of investor
funds were false and misleading. Feingold reviewed the Offering Documents and had detailed
knowledge of the operations of BSG Fund. In addition, Feingold executed the TPA on behalf of
BSI and as an individual guarantor.
ii. From January 2021 through at least September 2023, the
Baldassarras, Acting through BSG Management, Made False and
Misleading Statements Regarding Investor Funds Being Used to
Purchase Assets for the BSG Fund; the Baldassarras, BSG
Management, and Feingold Negligently Obtained Money or Property
by Means of These Statements.
187. From January 2021 to September 2023, BSG Management and the Baldassarras
made false and misleading statements regarding the use of investor funds. Each made false and
misleading statements that BSG Fund investor funds were being used to make investments that
BSG Fund owned and controlled. These statements were materially false and misleading.
188. BSG Fund’s Offering Documents state, among other things:
a. The October 2020 PPM states: “Certain Series of the Fund seek to provide
positive returns by investing in a wide variety of portfolios in the merchant
cash advance industry by purchasing portfolios of or joint venturing with
or investing in companies that issue merchant cash advance[s]. . . .”;
b. BSG Fund’s PPM states, “Certain Series of the Fund seek to invest in
specific real estate projects. . .. Generally, such [S]eries will invest
alongside or with third-party real estate developers. . . .”;

 
41
 
c. BSG Fund’s infrastructure Series pitch deck, dated September 2022, states
that BSG Fund controls 17,000 acres of land and that “Broad Street Global
Fund is invested in all of the infrastructure deals as a pool.”;
d. BSG Fund’s infrastructure Series pitch deck, dated August 2022, referring
to one of the infrastructure deals, states, “Broad Street Global Fund has the
rights to 70% of the Bluff at Gap Creek infrastructure project with [a
residential home builder].”; and
e. BSG Fund’s MCA Series pitch deck, dated August 2022, states, “The sub-
fund seeks to provide positive returns by investing in a wide variety of
income generating investments in the merchant cash advance industry.”;  
189. In addition, as alleged and displayed above, BSI’s publicly-available website,
from July 2022 until the present has diagrams that shows investor’s funds in each Series being
held by BSG Fund.
190. BSG Management and the Baldassarras had ultimate authority over the content of
BSI’s website since the Baldassarras, acting on behalf of BSG Management, reviewed and
approved the content of the BSI website. In addition, this website is part of the scheme to give
the false impression to investors that their funds would remain in BSG Fund or be converted to
assets owned by the BSG Fund.
191. A reasonable investor would have understood from these statements regarding the
use of investor funds that their funds would remain in BSG Fund or be converted to assets owned
by BSG Fund.
192. These statements regarding the use of investor funds were false and misleading
because, at least from January 2021 until at least September 2023, nearly all investor funds

 
42
 
raised for any Series of BSG Fund were sent from BSG Fund’s bank accounts to BSG
Management’s bank accounts or deposited into other bank accounts owned by the Baldassarras.
The Baldassarras then used their control over those bank accounts to acquire investments
ultimately held by BSG Management or BSI, including the infrastructure projects and MCA
portfolios.
193. None of the master participant agreements with MCA Company governing BSG
Fund’s MCA investment were with BSG Fund, and transfers of funds to and from MCA
Company were with BSG Management not BSG Fund.
194. Prior to the TPA being created in December 2022, BSG Fund had no legal
mechanism to allow it to control, liquidate, or profit from the investments purchased with BSG
Fund investor’s funds.
195. The statements regarding the use of investor funds were false and misleading
when made and the Baldassarras knew or were severely reckless in not knowing, and should
have known, that the statements were false and misleading. As the managing members of BSG
Management and in light their control over that entity and BSG Fund, at all relevant times the
Baldassarras knew that the funds and assets of BSG Fund were not being held by BSG Fund as
represented in the Offering Documents and on BSI’s web site.
196. The scienter and negligent conduct of Joseph Baldassarra and Steven Baldassarra
is imputed to BSG Management.
197. The false and misleading statements regarding the use of investor funds were
material to investors.  It is important to a reasonable investor that his or her investment be held
by BSG Fund so that the assets and profits, if any, are available to repay the investor and so that
the investment is not subject to liability of third-party entities.

 
43
 
198. Feingold should have known that the statements regarding the use of investor
funds were false and misleading. Feingold reviewed the Offering Documents and had detailed
knowledge of the operations of BSG Fund. In addition, certain investor funds were held by BSI,
where he was the CEO.
iii. Throughout the Relevant Period, BSG Management, the
Baldassarras, and Feingold Negligently Obtained Money or Property
by Means of Statements Regarding the Profitability of BSG Fund’s
MCA Portfolio.
199. Throughout the Relevant Period, BSG Management, the Baldassarras, and
Feingold negligently obtained money or property by means of statements regarding the
profitability of BSG Fund’s MCA portfolio. Each received money or property by statements that
BSG Fund’s MCA portfolio had earned large returns sufficient to pay the returns promised
when, in fact, as alleged above, the portfolio was far less profitable and was deteriorating.
200.  The August 2022 MCA Series pitch deck states that “Broadstreet”: “[p]rimarily
does deals with an average factor rate (that means discount of 1.40) and average duration of six
months and so the gross effective yield is 80% before defaults and delinquencies.” That pitch
deck further states, “The average factor rate so far in 2022 has been 1.36 which is a 36% return,
assuming a 12-month duration on a deal. Our deals typically have a shorter duration and thereby
higher annual percentage rate thus allowing us to pay above market returns to investors.”
201. An undated MCA Series pitch deck, titled Supporting Small and Medium Sized
Businesses with Broadstreet MCA, states that “[t]he average factor rate so far in 2022 has been
1.36 which is a 36% return, assuming a 12-month duration on a deal. Our deals typically have a
shorter duration and thereby higher annual percentage rate thus allowing us to pay above market
returns to investors.”

 
44
 
202. BSG Fund’s periodic updates make similar statements about it generating 34%
returns. For example, monthly updates from March and July 2022 and a quarterly update for the
third quarter of 2023 states, “The average factor rate for the first half of 2023 was 1.34 which is a
34% return, assuming a 12-month duration on a deal. Our deals typically have a shorter duration
and thereby higher annual percentage rate thus allowing us to pay above market returns to
investors.”
203. The unaudited financial statements for the 2023 fiscal year for BSI, BSG
Management, BSG Fund, BSG Holdings, CJS, and BSG Series CM (the “2023 Consolidated
Financial Statements”), which were made available to investors upon request, state that the MCA
portfolio historically generated average monthly returns of 2.87% and reported $56,355,806 in
profits for the MCA Series.
204. A reasonable investor would have understood from those statements that the BSG
Fund’s MCA portfolio was generating returns and profits in the amounts indicated.
205. Each of these statements regarding the profitability of the BSG Fund MCA
portfolio were false and misleading. As alleged above, during the entire life of the portfolio as of
December 2023, the MCA portfolios will likely generate no more than $20 million and will not
generate more than $37 million. And at all times, including in 2022 and 2023 when the
statements were made, the MCA portfolios did not generate 34% annual returns, 2.87% monthly
returns, or similar amounts.
206. The statements regarding the profitability of the MCA portfolios were false and
misleading when made and Feingold should have known that the statements were false and
misleading. Feingold reviewed the Offering Documents and was the sole source of information

 
45
 
for the false and misleading information in the MCA Series pitch decks, and the 2023
Consolidated Financial Statements.
207. In his role as CEO of BSI, Feingold oversaw the MCA portfolios acquired with
BSG Fund assets. As more fully alleged above, at his request, MCA Company prepared and sent
to Feingold a weekly performance report called “Dave’s ROI,” which Feingold reviewed and
extracted information from to prepare his own calculation of the average annual return of the
MCA portfolio. As alleged above, these weekly reports made clear that the BSG Fund MCA
portfolio was earning less than what BSG Management had told investors. As also more fully
alleged above, despite having the information in the weekly Dave’s ROI reports, Feingold
provided the false MCA performance data to BSG Management that was incorporated into the
MCA Series pitch decks, BSG Fund’s periodic investor updates, and in the 2023 Consolidated
Financial Statements.
208. The statements regarding the profitability of the MCA portfolios were false and
misleading when made and the Baldassarras should have known that the statements were false
and misleading. As alleged above, BSG Fund’s draft unaudited financial statements and income
tax returns in 2020 and 2021, all of which were available to Joseph Baldassarra and Steven
Baldassarra, reported multi-million-dollar losses to BSG Fund and identified no income
attributed to MCA investments. Moreover, Steven Baldassarra reviewed a BSG Fund internal
stress test analysis performed in late 2022 that showed the anticipated returns from the MCA
portfolios would not be sufficient to satisfy all of BSG Fund’s investor obligations.
209. BSG Management, the Baldassarras, and Feingold omitted to state material facts
that were necessary to render their statements regarding the profitability of the MCA portfolios

 
46
 
not misleading. These omissions include, as alleged above, that the profitability of the MCA
portfolios was deteriorating.
210. The false and misleading statements regarding the profitability of the MCA
portfolios were material to investors because a reasonable investor would want to know that the
historical returns were overstated and insufficient to pay them the promised returns.
iv. Starting in June 2021, the Baldassarras, Acting Through BSG
Management, Made False and Misleading Statements Regarding the
Qualified Small Business Stock Series; BSG Management and the
Baldassarras Obtained Money or Property by Means of These
Statements.
211. From at least June 2021, BSG Management and the Baldassarras made false and
misleading statements regarding the QSBS Series. Each made false and misleading statements
that the QSBS Series would generate tax-free returns. This statement was materially false and
misleading.
212. BSG Management created for the BSG Fund the QSBS Series in June 2021.
According to BSG Fund’s pitch deck for the QSBS Series, the Series would be making an
investment in Broad Street Development Corporation (“BSDC”), which would be “a fully
operational technology based real estate development corporation acquiring land, building
structures, and utilizing advanced technologies, platforms, skilled workers and techniques to
allow for the operation of the entity.” The QSBS Series Pitch Deck explained that BSDC would
be operated in such a manner as to obtain favorable tax treatment. The QSBS Series Pitch Deck
further explained that BSDC was pursuing ten real estate developments, the first being a
residential development located on Saluda Dam Road in Easley, South Carolina.
213. The QSBS Series Pitch Deck stated that the QSBS Series would generate an
“18% annualized return per year with investor exit after 5[-]year hold for a total return of 90%
on the exit with the entire exit qualifying as a QSBS transaction and hereby tax free.”

 
47
 
214. A reasonable investor would have understood from these statements in the QSBS
Series Pitch Deck that BSG Fund intended to invest in BSDC, which would invest the funds in
such a manner that his or her investment would generate a 90% return over five years, and the
profits earned on the investment would not be subject to U.S. income tax.
215. The statement that the QSBS Series would generate tax-free returns was false and
misleading.
216. As acknowledged in the QSBS Series Pitch Deck, to qualify for tax-free
treatment, the QSBS entity must “use 80% of its assets in the active conduct of one or more
‘qualified trade or business’ . . . throughout the stock holding period.”
217. However, the funds raised for the QSBS Series were not provided to BSDC or
any other entity that would invest the funds consistent with the pitch deck. Indeed, the unaudited
financial statements of BSG Fund do not even mention BSDC. Moreover, BSDC has not made
investments that would qualify for tax-free treatment. In fact, BSDC’s bank account reflects
virtually no activity, BSDC does not own the Saluda Dam Road project, and BSDC is not
registered to do business in South Carolina where the Saluda Dam Road project is located.
218. The statement in the QSBS Series Pitch Deck that an investment in that Series
would generate tax-free returns was false and misleading when made and the Baldassarras knew
or were severely reckless in not knowing, and should have known, that the statement was false
and misleading. As the managing members of BSG Management and in light their control over
that entity and BSG Fund, at all relevant times the Baldassarras knew or were severely reckless
in not knowing, and should have known, how investor funds were being invested, including in
the QSBS Series.

 
48
 
219. The scienter and negligent conduct of Joseph Baldassarra and Steven Baldassarra
is imputed to BSG Management.
220. The false and misleading statement in the QSBS Series Pitch Deck that an
investment in that Series would generate tax-free returns was material to investors. It is
important to a reasonable investor to understand the tax treatment of his or her investment.
v. Starting in October 2020, the Baldassarras, Acting Through BSG
Management, Made False and Misleading Statements Regarding BSG
Fund’s Recordkeeping and Financial Statements Practices.
221. Starting in October 2020, BSG Management and the Baldassarras made false and
misleading statements regarding BSG Fund’s recordkeeping and financial statements practices.
Each made false and misleading statements that separate records would be maintained for each
Series, that BSG Management would use commercially reasonable efforts to prepare and
distribute to investors financial statements in compliance with Generally Accepted Accounting
Principles (“GAAP”), and that those financial statements would be audited. These statements
were false and misleading.
Series-Level Recordkeeping from October 2020 Through the Present
222. Regarding Series-level recordkeeping, the October 2020 PPM states, “Separate
and distinct records will be maintained for each Series and the assets associated with any such
Series will be held and accounted for separately from the other assets of such Series or any other
Series.” Likewise, the Operating Agreements, state, “[t]he Company shall establish and maintain
separate and distinct records for such Series, and shall cause the assets, debts, liabilities,
obligations, expenses, profits and losses associated with any such Series to be accounted for
separately from the assets debt, liabilities, obligations, expenses, profits and losses of the
Company . . . and each other Series.”

 
49
 
223. A reasonable investor would have understood from these statements that BSG
Management would maintain separate financial records for each Series.
224. These statements regarding Series-level recordkeeping were false and misleading.
The Baldassarras did not cause BSG Management to create or maintain separate and distinct
accounting records reflecting the assets and profits of each BSG Fund Series, and BSG
Management did not create or maintain such records.
225. These statements regarding Series-level recordkeeping were false and misleading
when made and the Baldassarras knew or were severely reckless in not knowing, and should
have known, that the statements were false and misleading. As alleged more fully above, the
Baldassarras were the managers of BSG Management and, in that role, were familiar with the
recordkeeping practices of BSG Fund and each Series.
226. These statements regarding Series-level recordkeeping were material to investors
because, as investors understood that they had invested in a particular Series, the profitability of
their investment could not be tracked without Series-level recordkeeping.
Preparation of Audited Financial Statements from October 2020
Through at least September 2023

227. Regarding the preparation of audited financial statements, the October 2020 PPM
states, among other things, that:
a. “The Fund will use commercially reasonable efforts to provide each
Member with annual audited financial statements. . . .”;
b. “The Fund will use commercially reasonable efforts to provide an annual
report to Members that will be audited by the Fund’s independent public
accountants within one hundred twenty (120) days following the close of
each calendar year or as soon thereafter as practicable.”;

 
50
 
c. “Financial information contained in all reports to the Members will be
prepared on an accrual basis of accounting in accordance with accounting
principles generally accepted in the United States [GAAP].”; and
d. “[Accounting Firm A] acts as the auditor for the Fund.”
228. Moreover, the Operating Agreements, among other things, state that:
a. “[T]he company shall use commercially reasonable efforts to prepare and
make available to each Member financial statements of the Company and
of the relevant Series, audited by the independent certified public
accountant selected by the Manager, within 120 days after the end of each
Fiscal Year, or as soon thereafter as practicable.”;
b.  “Unless otherwise specified in this Agreement, all accounting terms used
in this Agreement shall be interpreted and all accounting determinations
hereunder shall be made in accordance with GAAP. . .”; and
c. [T]he Manager . . . shall keep books and records pertaining to the
Company’s and each Series’ affairs showing all of its assets and liabilities,
receipts and disbursements, gains and losses, Members’ Capital Accounts
and all transactions entered into by the Company and its Series.”
229. A reasonable investor would have understood from these statements that BSG
Management would take reasonable efforts to have financial statements prepared in accordance
with GAAP for each Series and would have those financial statements audited.
230. These statements regarding providing financial statements audited by an
independent certified public accountant (“CPA”) were false and misleading. When Steven
Baldassarra sought to hire Accounting Firm A for audit purposes for BSG Fund, he, or the

 
51
 
accounting staff under his supervision, ignored the firm’s request for financial information (e.g.,
a trial balance) that would allow it to complete the engagement process and begin audit work. On
or about February 25, 2021, Steven Baldassarra terminated BSG Fund’s relationship with
Accounting Firm A. No other accounting firm has been disclosed to investors as the auditor of
the BSG Fund. BSG Management and the Baldassarras did not prepare financial statements for
the BSG Fund or its Series in accordance with GAAP to be audited by Accounting Firm A or any
other independent CPA.
231. In addition, the 2023 Consolidated Financial Statements were not prepared in
accordance with GAAP. Among other reasons, these financial statements were not consistent
with GAAP because these financial statements did not include all the financial statements and
related party disclosures required by GAAP, assets and income of the MCA Series were
overstated, the income statement did not reflect the BSG Fund’s significant expenses, and they
were not audited by an independent CPA.
232. These statements regarding the preparation of audited financial statements were
false and misleading when made and the Baldassarras knew or were severely reckless in not
knowing, and should have known, that the statements were false and misleading. As alleged
more fully above, the Baldassarras were the managers of BSG Management and, in that role,
were familiar with the accounting practices of BSG Fund and each Series.
233. These statements regarding the preparation of audited financial statements were
material to investors because, among other things, a reasonable investor would want to know that
BSG Fund was not being operated in accordance with its Operating Agreements and was not
preparing audited financial statements to allow the profitability of each Series to be assessed.

 
52
 
vi. BSG Management, the Baldassarras, and Feingold Obtained Money
or Property as a Result of Their Fraudulent Conduct.
234. By means of certain of the false and misleading statements identified in the prior
sections, BSG Management, the Baldassarras, and Feingold each, directly or indirectly, obtained
money or property from investors. They received money or property from Broad Street Entities’
bank accounts, increases in the value of equity owned in projects funded by BSG Fund, and other
forms of compensation. In addition, the Baldassarras and Feingold, via BSI, received a portion of
the placement fees when BSG Fund securities were sold by Broker-Dealer by means of the false
and misleading PPM and Pitch Decks.
F. BSG Management, BSI, the Baldassarras, and Feingold Engaged in
Deceptive Conduct in Violation of the Exchange Act and the Securities Act.
235. In addition to the false and misleading statements and deceptive acts taken in
connection with the payment of materially inflated returns to investors in two major BSG Fund
Series identified above, BSG Management, BSI, the Baldassarras, and Feingold engaged in
additional deceptive conduct as detailed below.
i. All Defendants Engaged in Deceptive Conduct in Connection with the
Tri-Party Agreement.
236. BSG Management, the Baldassarras, Feingold, and BSI engaged in additional
deceptive conduct in connection with the TPA. As alleged above, all Defendants entered into the
TPA, which explicitly created cross-liability between BSG Fund Series, contrary to
representations to investors.
237. The TPA was entered into after the SEC issued a subpoena to BSG Fund seeking
to verify the ownership of the investments funded by BSG Fund. While the TPA purports to be
entered to “protect investors,” it does not. The TPA creates a lien on the assets of BSG Fund,

 
53
 
BSG Management, and BSI (not including the pre-IPO Series) to the extent necessary to satisfy
BSG Fund’s investor obligations.
238. The TPA creates a mechanism for repayment for a portion of BSG Fund Series
investments by BSG Management and BSI.  However, this mechanism for repayment of BSG
Fund assets improperly held by BSG Management, BSI, or other entities owned by the
Baldassarras only applies to the assets of the real estate-related Series. The TPA does not transfer
ownership of the assets back to BSG Fund.
239. The BSG Fund investors are not parties to the TPA and the TPA has never been
distributed to BSG Fund investors. As a result, the TPA can be amended at any time without the
consent of or notice to BSG Fund investors.
ii. All Defendants Caused BSG Fund Assets to be Held by Themselves or
Entities They Controlled Instead of BSG Fund.
240. From at least October 2020 through at least September 2023, the Baldassarras,
acting through BSG Management, Feingold, and BSI also engaged in additional deceptive
conduct by putting BSG Fund assets into accounts in their names or which they controlled. As
alleged more fully above, nearly all the investor funds raised for BSG Fund were sent from BSG
Fund’s bank accounts to BSG Management’s bank accounts or deposited into other bank
accounts owned by the Baldassarras. The Baldassarras then used their control over those bank
accounts to acquire certain investments ultimately held by them, BSG Management, or BSI.
iii. The Baldassarras, Acting Through BSG Management, and BSI
Disseminated False and Misleading Account Statements.
241. From the beginning of the Relevant Period through at least March 2023, the
Baldassarras, acting through BSG Management, and BSI also engaged in additional deceptive
conduct by distributing false and misleading account statements regarding the BSG Fund.

 
54
 
242. With the assistance of outside vendors, BSG Management reported to investors
their returns on their BSG Fund investment via account statements. For BSG Fund Series paying
fixed returns, the account statements reflected the “ending balance” or the “equity balance” in
the account as the amount invested by the investors plus earnings calculated based on the
investors’ fixed preferred return percentage multiplied by the account balance less any
withdrawals. For example, MCA Series investors who were promised 14% annual returns have
received periodic account statements that show their principal amount plus returns calculated
assuming a 14% annual return for the duration of their investments less any withdrawals. Based
on this undisclosed methodology, these account statements show that the investments in BSG
Fund have been profitable.
243. In reality, BSG Management did not maintain Series-level financial statements
reflecting that the fixed earnings shown on the investor statements are correct. Moreover,
account statements provided to investors do not deduct the substantial amounts taken by
Feingold, the Baldassarras, and BSG Management. In addition, when BSG Management pays
redemptions to investors, redemptions are paid based on investor’s capital account balance that
have not been reduced by the substantial operating expenses and amounts taken by Feingold, the
Baldassarras, and BSG Management.
244. From the inception of the BSG Fund through the fourth quarter of 2022, the
account statements were compiled from periodic closing resolutions of BSG Fund, which are
spreadsheets prepared by BSI’s back-office staff on behalf of BSG Fund that calculate the
amounts invested, redemptions, and fixed investor obligations owed. The closing resolutions
were reviewed and approved by the Baldassarras.

 
55
 
245. For at least the first quarter of 2023, the investor account statements were sent
under the name of BSI and made available to investors through an electronic portal.
iv. The Baldassarras, Acting Through BSG Management, Engaged in a
Variety of Additional Courses of Deceptive Conduct.

246. First, as alleged more fully above, throughout the Relevant Period, the
Baldassarras, acting through BSG Management, also engaged in additional deceptive conduct by
placing cash and assets of multiple Series in the same accounts. This commingling was contrary
to representations made to investors, made it virtually impossible to trace the use of each Series’
assets, and facilitated the fraudulent scheme. Moreover, BSG Management did not maintain
records of how much of the investor’s funds contributed to a Series were actually used by that
Series to make investments that would generate the returns promised to the investor, or whether
those funds were used to pay fees or other expenses or paid to redeeming investors. In other
words, BSG Management did not have adequate systems or internal controls in place to permit
tracking the use of investor funds by Series.
247.  Second, BSG Management and the Baldassarras did not date when key
documents were executed (relying instead on “effective” dates), such as the Series Schedules,
TPA, and various promissory notes with related parties, making it unclear when those documents
were actually created or implemented, and they do not have systems in place to track the amount
of management fees that BSG Management may charge with respect to each Series, as the
applicable fee provisions differ for some Series, including when certain Series LLC units are
sold through a placement agent..
248. Third, as alleged more fully above, from approximately June 2021 through the
present, the Baldassarras, acting through BSG Management, also engaged in additional deceptive

 
56
 
conduct by failing to invest funds raised for the QSBS Series in a manner that would qualify for
tax-free treatment.
249. Fourth, BSG Fund’s Offering Documents generically use the terms “Broadstreet,”
“Broadstreet Global,” or “affiliates” without clearly identifying which Broad Street entity the
materials are referring to. For example, an August 2022 MCA pitch deck date states:
“Broadstreet has a sub-fund focused on investing in the merchant cash advance industry” and
“Broadstreet recognizes that the merchant cash advance industry generates above market returns
. . .”  Another example, in an undated Infrastructure pitch deck, called Passive Investing by
Helping Homebuilders Convert Raw Land to Buildable Terrains, states: “Broadstreet Global and
its affiliates currently are in process to develop more than 40 large projects.”
G. BSG Management and the Baldassarras Breached their Fiduciary
Obligations Under the Advisers Act.
250. As alleged above, BSG Management, Joseph Baldassarra, and Steven Baldassarra
were each an investment adviser to BSG Fund. As investment advisers, BSG Management,
Joseph Baldassarra, and Steven Baldassarra owe their advisory client, the BSG Fund, a duty of
loyalty, an affirmative duty of utmost good faith, and are obligated to provide full and fair
disclosure of all material facts, have an affirmative obligation to employ reasonable care to avoid
misleading their client, and have a duty to act in their client’s best interest.
251. BSG Management and the Baldassarras, in violation of the Advisers Act,
breached fiduciary duties they owed to BSG Fund by, among other things, as alleged above: (1)
offering and paying inflated returns from BSG Fund’s assets; (2) transferring BSG Fund’s assets
to bank accounts controlled by BSG Management, the Baldassarras, or others; (3) misusing BSG
Fund’s assets to acquire investments held by their own (and Feingold’s) entities; (4) executing
the TPA on behalf of both BSG Management and BSG Fund, which cannot give informed

 
57
 
consent; and (5) failing to operate BSG Fund in accordance with its operating agreements,
including by creating cross-liability across multiple Series, commingling Series’ assets, failing to
properly account for BSG Fund’s earnings and assets on a Series-by-Series basis, not preparing
and making available financial statements prepared in accordance with GAAP, and not obtaining
annual audits.
H. Relief Defendants Received Proceeds or Own or Maintain Assets from
Defendants’ Fraud to Which They Have No Legitimate Claim.
252. As alleged above, Joseph Benjamin is the entity through which Joseph
Baldassarra received approximately $65.7 million in payments from the Broad Street Entities’
bank accounts from at least January 1, 2020 through at least October 31, 2024. Joseph Benjamin
has no legitimate claim to those funds. As a result, those funds should be returned to defrauded
investors and to the BSG Fund.
253. As alleged above, Just A Nice Day is the entity through which Steven Baldassarra
received approximately $53.2 million in payments from the Broad Street Entities’ bank accounts
from at least January 1, 2020 through at least October 31, 2024. Just A Nice Day has no
legitimate claim to those funds. As a result, those funds should be returned to defrauded
investors and to the BSG Fund.
IV. CLAIMS FOR RELIEF
First Claim for Relief
Violations of Sections 17(a)(1) and (3) of the Securities Act
(Against All Defendants)

254. The Commission repeats and realleges Paragraphs 1 through 253 of this
Complaint.
255. Defendants, directly or indirectly, in the offer or sale of securities by the use of
means or instruments of transportation or communication in interstate commerce or by use of the

 
58
 
mails, acting with the requisite state of mind: (a) employed devices, schemes, or artifices to
defraud and (b) engaged in transactions, practices, or courses of business which operated or
would operate as a fraud or deceit upon the purchaser.
256. By engaging in the conduct described above, Defendants violated, and unless
restrained and enjoined will continue to violate, Sections 17(a)(1) and (3) of the Securities Act
[15 U.S.C. §§ 77q(a)].
Second Claim for Relief
Violation of Section 17(a)(2) of the Securities Act
(Against BSG Management, Joseph Baldassarra, Steven Baldassarra and Feingold)

257. The Commission repeats and realleges Paragraphs 1 through 253 of this
Complaint.
258. BSG Management, Joseph Baldassarra, Steven Baldassarra, and Feingold, directly
or indirectly, in the offer or sale of securities by the use of means or instruments of transportation
or communication in interstate commerce or by use of the mails, acting with the requisite state of
mind obtained money or property by means of untrue statements of a material fact or by omitting
to state a material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
259. By engaging in the conduct described above, BSG Management, Joseph
Baldassarra, Steven Baldassarra, and Feingold violated, and unless restrained and enjoined will
continue to violate, Section 17(a)(2) of the Securities Act [15 U.S.C. §§ 77q(a)].
Third Claim for Relief
Violations of Sections 10(b) of the Exchange Act and Rules 10b-5(a) and (c)
(Against All Defendants)

260. The Commission repeats and realleges Paragraphs 1 through 253 of this
Complaint.

 
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261. Defendants, directly or indirectly, in connection with the purchase or sale of a
security, and by the use of means or instrumentalities of interstate commerce, of the mails, or of
the facilities of a national securities exchange, knowingly and severely recklessly: employed
devices, schemes, or artifices to defraud and engaged in acts, practices, or courses of business
which operated or would operate as a fraud or deceit upon other persons.
262. By engaging in the conduct described above, Defendants, directly and indirectly,
have violated and unless enjoined, are reasonably likely to continue to violate, Section 10(b) of
the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(a) and (c) [17 C.F.R. § 240.10b-5(a) and
(c)] thereunder.
Fourth Claim for Relief
Violations of Sections 10(b) of the Exchange Act and Rules 10b-5(b)
(Against BSG Management, Joseph Baldassarra, and Steven Baldassarra)

263. The Commission repeats and realleges Paragraphs 1 through 253 of this
Complaint.
264. Defendants BSG Management, Joseph Baldassarra, and Steven Baldassarra,
directly or indirectly, in connection with the purchase or sale of a security, and by the use of
means or instrumentalities of interstate commerce, of the mails, or of the facilities of a national
securities exchange, knowingly and severely recklessly made untrue statements of a material fact
or omitted to state a material fact necessary in order to make the statements made, in the light of
the circumstances under which they were made, not misleading.
265. By engaging in the conduct described above, BSG Management, Joseph
Baldassarra, and Steven Baldassarra, directly and indirectly, have violated and unless enjoined,
are reasonably likely to continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. §
78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder.

 
60
 
Fifth Claim for Relief
Violations of Sections 206(1) and 206(2) of the Advisers Act
(Against BSG Management, Joseph Baldassarra, and Steven Baldassarra)

266. The Commission repeats and realleges Paragraphs 1 through 253 of this
Complaint.
267. Defendants BSG Management, Joseph Baldassarra, and Steven Baldassarra are
investment advisers as defined by Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-
2(a)(11)].
268. Defendants BSG Management, Joseph Baldassarra, and Steven Baldassarra, while
acting as investment advisers, directly or indirectly, by use of the mails or means and
instrumentalities of interstate commerce, acting with the requisite state of mind: (a) employed or
are employing devices, schemes or artifices to defraud clients or prospective clients; and (b)
engaged in or are engaging in transactions, practices, or courses of business which operated as a
fraud or deceit upon clients or prospective clients.
269. By engaging in the conduct described above, Defendants violated, and unless
restrained and enjoined, will continue to violate, Sections 206(1) and 206(2) of the Advisers Act
[15 U.S.C. §§ 80b-6(1) and 80b-6(2)].
Sixth Claim for Relief
Control Person Liability for BSG Management’s and BSI’s
Violations of the Exchange Act
(Against Feingold, Joseph Baldassarra, and Steven Baldassarra)
270. The Commission repeats and realleges Paragraphs 1 through 253 of this
Complaint.
271. As alleged above, Defendant BSG Management violated Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder and Defendant BSI violated Section 10(b) of the
Exchange Act and Rules 10b-5(a) and (c) thereunder.

 
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272. Defendants Feingold, Joseph Baldassarra, and Steven Baldassarra, directly or
indirectly, each controlled Defendants BSG Management and BSI by possessing, directly or
indirectly, the power to direct or cause the direction of the management and policies of
Defendants BSG Management and BSI through the ownership of voting securities, by contract,
or otherwise, which resulted in Defendant’s BSG Management’s and BSI’s primary liability.
273. Defendants Feingold, Joseph Baldassarra, and Steven Baldassarra, directly or
indirectly, each exercised actual control over BSG Fund and BSI, by exercising their power to
control the general affairs of BSG Fund and BSI, and exercised their power to control or
influence the specific corporate policy of BSG Fund and BSI, which resulted in Defendant’s
BSG Management’s and BSI’s primary liability.
274. Defendants Feingold, Joseph Baldassarra, and Steven Baldassarra are each liable
as a control person under Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for BSG Fund’s
and BSI’s violations of the Exchange Act.
275. By engaging in the conduct described above, Defendants Feingold, Joseph
Baldassarra, and Steven Baldassarra, each violated, and unless restrained and enjoined, will
continue to violate, Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)].
Seventh Claim for Relief
Disgorgement from Relief Defendants – Pursuant to Section 6501 of the National Defense
Authorization Act for Fiscal Year 2021, Pub. L. No. 116-283 and Equitable Principles
(Against All Relief Defendants)

276. The Commission repeats and realleges Paragraphs 1 through 253 of this
Complaint.
277. Each Relief Defendant obtained money, property, or assets that are the proceeds
of, or are traceable to, the proceeds of the fraud and violations of the securities laws by
Defendants.

 
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278. Each Relief Defendant has no legitimate claim to these illicit proceeds or assets,
having obtained the funds under circumstances in which it is not just, equitable, or conscionable
for it to retain the funds or assets, and therefore each of them has been unjustly enriched.
V. PRAYER FOR RELIEF
WHEREFORE,  the  Commission  respectfully  requests  the  Court  find  the  Defendants
committed the violations alleged, and enter the following relief:
A. Injunctions
Enter  an  injunction,  in  a  form  consistent  with  Rule  65  of  the  Federal  Rules  of  Civil
Procedure,   permanently   restraining   and   enjoining   Defendants   and   their   agents,   servants,
employees, attorneys, and accountants, and those persons in active concert or participation with
him or it, who receive actual notice of the Final Judgment by personal service or otherwise, and
each  of  them,  from  engaging  in  transactions,  acts,  practices,  and  courses  of  business  described
herein, and from engaging in conduct of similar purport and object in violation of Section 17(a) of
Securities Act [15 U.S.C. § 77q(a)]; Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and
Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder; and Section 20(a) of the Exchange
Act;  and,  as  to  Defendants  BSG  Management,  Joseph  Baldassarra,  and  Steven  Baldassarra,
Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C. §§ 80b-6(1) and 80b-6(2)].
Issue an order permanently enjoining Feingold, Steven Baldassarra, and Joseph
Baldassarra, from directly or indirectly participating in the issuance, purchase, offer, or sale of
any security, provided, however, that such injunction shall not prevent any of them from
purchasing or selling securities for their own personal account.
B. Disgorgement

 
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Issue an order directing Defendants and Relief Defendants to disgorge all ill-gotten gains
received, directly or indirectly, including prejudgment interest, derived from the acts or courses
of conduct alleged in this Complaint. In addition, issue an order finding that Defendants
Feingold, Joseph Baldassarra, and Steven Baldassarra, jointly and severally liable for
disgorgement ordered against Defendants BSI and BSG Management.
C. Civil Monetary Penalties
Issue an order directing Defendants to pay civil money penalties pursuant to Section
20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d) of the Exchange Act [15
U.S.C. § 78u(d)], and, in addition, as to Defendants BSG Management, Joseph Baldassarra, and
Steven Baldassarra, Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)].
D. Further Relief
Grant such other and further relief as may be necessary and appropriate.
E. Retention of Jurisdiction
Issue  an  order  retaining  jurisdiction  over  this  action  and  over  Defendants  in  order  to
implement and carry out the terms of all orders that may be entered, or to entertain any suitable
application or motion by the SEC for additional relief within the jurisdiction of this Court.
DEMAND FOR JURY TRIAL
The SEC hereby demands a trial by jury on any and all issues in this action so triable.
Respectfully submitted,
Dated: January 29, 2025 By: s:/ Christopher E. Martin
Christopher E. Martin, Esq.
S.D. Fla Bar No. A5500747
(303) 844-1106
[email protected]

Terry R. Miller
S.D. Fla. Bar No. A5503312

 
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(303) 844-1041
[email protected]

Jacqueline M. Moessner
S.D. Fla. Bar No. A5503301
(303) 844-1031
[email protected]
      Attorneys for Plaintiff
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
1961 Stout Street, 17th Floor
Denver, Colorado 80294
(303) 844-1000

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

 
CASE NO. 1:25-cv-20436 

 
SECURITIES AND EXCHANGE COMMISSION, 
 
   Plaintiff, 
v.         JURY TRIAL DEMANDED 
 
DAVID J. FEINGOLD, 
JOSEPH B. BALDASSARRA, 
STEVEN S. BALDASSARRA,  
BROAD STREET GLOBAL MANAGEMENT, LLC, and 
BROAD STREET INC.,  
 
   Defendants, and 
 
JOSEPHBENJAMIN, INC., and 
JUST A NICE DAY, INC. 
 
   Relief Defendants. 
_________________________________________/  
 

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 

 Plaintiff Securities and Exchange Commission (the “SEC”) alleges as follows: 

I. INTRODUCTION 

1. The SEC brings this enforcement action to stop an ongoing offering fraud 

perpetrated by David J. Feingold, Joseph B. Baldassarra, Steven S. Baldassarra, and the entities 

they control – Broad Street, Inc. (“BSI”) and Broad Street Global Management (“BSG 

Management”). Feingold, the Baldassarras, and their entities used deceptive schemes and 

materially false statements to raise money from investors in Broad Street Global Fund, LLC 

(“BSG Fund” or the “Fund”), a private equity fund that the Defendants used to raise more than 

$1 billion from over a thousand investors. The SEC seeks temporary and preliminary relief, 

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including an asset freeze and injunctions, as well as the appointment of a receiver, to put a stop 

to Defendants’ misconduct. 

2. BSG Fund is divided into numerous Series. BSG Management, which is the 

investment adviser to the Fund, offered Series in Real Estate Infrastructure, Merchant Cash 

Advances, Custom Home Building, Hotel Projects, and numerous other specialized areas. Each 

of these Series is supposed to present an investor with a unique investment opportunity, with its 

own unique possible profits and risk. 

3.  However, Defendants engaged in a multi-faceted fraud related to BSG Fund. 

First, Defendants fraudulently offered and paid inflated returns to investors in at least two major 

Series, claiming that investments in Merchant Cash Advances – short term and fast funding 

transactions to small business – generated significant profits when in fact they did not. As a 

result, Defendants paid millions of dollars in returns to investors that were not supported by 

actual MCA profits. 

4. Second, the Defendants managed the Fund in a way that was inconsistent with 

what they told investors and that materially increased investors’ risk. The Baldassarras and BSG 

Management told investors that the Fund would follow certain structures and practices to protect 

their investments: that they would keep the assets and liabilities of each Series separate, that 

there would not be commingling of funds or assets between the Series, that there would be no 

cross-liability between Series, and that the Fund would own the investments made with investor 

funds. In fact, funds were commingled and cross-liabilities created, subjecting investors in one 

Series to risks in other Series. Moreover, nearly all investor funds were diverted to accounts and 

assets owned and controlled by BSG Management, the Baldassarras, or BSI. BSG Management 

made almost no investments on behalf of the BSG Fund. 

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5. Third, the Baldassarras and BSG Management made numerous false and 

misleading statements to induce investors to invest with the Fund.  In addition to the 

misstatements noted above, they falsely promised investors that a certain Series – related to 

Qualified Small Business Stock – would generate tax-free returns, when in fact the funds were 

not invested as promised and do not qualify for favorable tax treatment. They made false 

statements about the Fund’s recordkeeping practices and financial statements. And finally, as 

noted above, they misled investors about the profitability of the MCA investments. 

6.  Fourth, Defendants engaged in additional deceptive conduct in their operation of 

the Fund, all of which resulted in fraud on the Fund and its investors. 

7.  In addition, the Baldassarras and BSG Management are investment advisers to 

the BSG Fund, and thus have critical fiduciary obligations to their client, including duties of 

loyalty and care, which impose on them an affirmative duty of utmost good faith, and an 

obligation to provide full and fair disclosure of all material facts. Through the conduct alleged 

below, the Baldassarras and BSG Management fell vastly short of these obligations. 

8.   From the more than $1 billion that Defendants have raised, the Baldassarras 

have transferred (or had investors send money to BSG Management directly) approximately 

$880 million to BSG Management. From these funds, Feingold and the Baldassarras have 

transferred approximately $170 million to the Baldassarras and to entities under the control of 

Feingold or the Baldassarras. 

9. By engaging in the conduct alleged in this complaint, Defendants Feingold, 

Joseph Baldassarra, Steven Baldassarra, BSG Management, and BSI (collectively “Defendants”) 

violated the antifraud provisions of Section 17(a) of the Securities Act of 1933 (“Securities Act”) 

[15 U.S.C. § 77q(a)], and Section 10(b) of the Exchange Act of 1934 (“Exchange Act”) [15 

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U.S.C. § 78j(b)], and Exchange Act Rule 10b-5(a) and (c) thereunder [17 C.F.R. § 240.10b-5(a) 

and (c)]. In addition, Defendants BSG Management and the Baldassarras, violated the antifraud 

provisions of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Exchange Act Rule 

10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)]. The Baldassarras and Feingold are also liable as 

control persons over BSG Management and BSI pursuant to Section 20(a) of the Exchange Act 

[15 U.S.C. § 78t(a)]. 

10.  In addition, BSG Funds’ investment advisers, Defendants BSG Management and 

the Baldassarras (collectively “BSG Fund’s Investment Advisers”), breached the fiduciary duties 

they owed to the BSG Fund in violation of the antifraud provisions of Sections 206(1) and 

206(2) of the Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-6(1) and 80b-6(2)]. 

11. Furthermore, Relief Defendants Josephbenjamin, Inc. (“Joseph Benjamin”), 

owned and controlled by Joseph Baldassarra, and Just A Nice Day, Inc. (“Just a Nice Day”), 

owned and controlled by Steven Baldassarra (collectively, “Relief Defendants”) have each 

received substantial illicit proceeds from the Defendants’ fraud to which they have no legitimate 

claim and under circumstances in which it is not just, equitable, or conscionable for them to 

retain the funds. 

II. PARTIES AND RELATED ENTITIES 

a. Defendants  

12. David J. Feingold, Esq. (“Feingold”), age 58, is a resident of Aventura, Florida. 

Feingold is the Chief Executive Officer (“CEO”) of BSI and a control person over BSI and BSG 

Management. The Baldassarras have delegated the management of many, including the largest, 

business lines funded by BSG Fund, including real estate infrastructure projects and merchant 

cash advance (“MCA portfolios”), to Feingold. Feingold is an attorney licensed in the state of 

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Florida. In 1999, the Commission entered an order against Feingold to cease and desist from 

committing or causing any violations of Section 5 of the Securities Act and Rule 10b-13 of the 

Exchange Act. 

13.  Joseph B. Baldassarra, age 48, is a resident of Simpsonville, South Carolina. He 

is a managing member of BSG Management, the President of BSI, and a control person over BSI 

and BSG Management. His responsibilities include: acting as investment adviser to the BSGF 

Fund, along with Defendants BSG Management and Steven Baldassarra; soliciting investors for 

BSG Fund; and supervising BSI’s internal sales staff who, among other things, solicit investors 

for BSG Fund. Joseph Baldassarra was associated with several registered broker-dealers between 

1998 and 2016. 

14. Steven S. Baldassarra, age 49, is a resident of Simpsonville, South Carolina. He is 

a managing member of BSG Management, the chief operating officer (“COO”) of BSI, and a 

control person over BSI and BSG Management. His responsibilities include: acting as 

investment adviser to the BSG Fund, along with Defendants BSG Management and Joseph 

Baldassarra; and performing back-office functions for BSG Fund, including overseeing BSG 

Fund’s and BSG Management’s bank accounts, and its accounting staff. Steven Baldassarra was 

associated with several registered broker-dealers between 1998 and 2016. 

15. Broad Street Global Management LLC (“BSG Management”) is a South Carolina 

LLC that was formed on or about October 2018. BSG Management is the designated manager of 

BSG Fund. BSG Management is owned and managed by the Baldassarras and is controlled by 

the Baldassarras and Feingold. BSG Management (through the Baldassarras) acts as an 

investment adviser with respect to BSG Fund. BSG Management has received approximately $9 

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million directly from investors and more than $871 million from the bank accounts of BSG Fund 

and BSG Series CM, LLC’s (“BSG CM Series”) bank accounts.   

16. Broad Street Inc. (“BSI”) is a Delaware corporation that was formed on or about 

June 2022. BSI’s voting shares are owned in equal parts by the Baldassarras and Feingold and 

unanimity by all three is required for shareholder decisions. Since approximately June 2022 

through the present, Feingold has been the CEO, Joseph Baldassarra has been the President, and 

Steven Baldassarra has been the COO, of BSI. Feingold and the Baldassarras control BSI. BSI 

has received more than $200,000, an interest in a registered broker-dealer, and ownership over 

certain real estate assets.  

A. Relief Defendants 

17. Josephbenjamin, Inc. (“Joseph Benjamin”) is a South Carolina corporation owned 

and controlled by Joseph Baldassarra. Through Joseph Benjamin, Joseph Baldassarra received 

more than $65 million of illicit proceeds. 

18. Just a Nice Day, Inc. (“Just A Nice Day”) is a South Carolina corporation owned 

and controlled by Steven Baldassarra. Through Just a Nice Day, Steven Baldassarra received 

more than $50 million of illicit proceeds. 

B. Related Entities 

19. Broad Street Global Fund LLC (“BSG Fund”) is a multi-Series Delaware LLC 

that was formed on or about September 14, 2020. BSG Fund is a private equity fund. BSG Fund 

has no managing board and thus cannot act for itself. Instead, BSG Fund’s operating agreement 

vests all authority to act for BSG Fund in its manager BSG Management (or its agents). BSG 

Fund has directly received more than $868 million from investors in exchange for limited 

partnership interests in BSG Fund.  

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20. Broadstreet Global Holdings, LLC (“BSG Holdings”) is a South Carolina LLC. 

BSG Holdings is owned and managed by the Baldassarras. BSG Holdings receives funds to pay 

the expenses for BSG Fund, BSG Management, and BSI. BSG Holdings has received more than 

$134.5 million from BSG Management. 

21. BSG Series CM, LLC (“BSG Series CM”) is a South Carolina LLC that is owned 

and managed by the Baldassarras. BSG Series CM is related to one or more crypto asset mining 

Series in the BSG Fund that is offered and sold by BSG Management and BSI. Its bank accounts 

have received approximately $199 million from investors.  

22. BSG Management, BSI, BSG Fund, BSG Holdings, and BSG Series CM are 

referred to herein as the “Broad Street Entities.” 

III. JURISDICTION AND VENUE 

23. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 

22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)]; Sections 21(d), 21(e), and 

27(a) of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e) and 78aa(a)]; and Sections 209(d) and 

214(a) of the Advisers Act [15 U.S.C. §§ 80b-9(d) and 80b-14(a)].  

24. Defendants, directly or indirectly, singly or in concert with others, made use of 

the means or instruments of transportation or communication in interstate commerce, the means 

and instrumentalities of interstate commerce, or of the mails, in connection with the acts, 

practices, and courses of business set forth in this Complaint. 

25. This Court has personal jurisdiction over the Defendants and Relief Defendants 

and venue is proper in the Southern District of Florida pursuant to Section 20(b), 20(d)(1), and 

22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a)]; Section 21(d) and 27 of 

the Exchange Act [15 U.S.C. §§ 78u(d) and 78aa]; Sections 209(d) and 214(a) of the Advisers 

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Act [15 U.S.C. §§ 80b-9(d) and 80b-14(a)]; and 28 U.S.C. § 1391(b) because, among other 

reasons: (a) Defendant Feingold, CEO of Defendant BSI and an undisclosed control person of 

Defendant BSG Management has resided in this district since at least June 2022; (b) Defendant 

BSI has additional staff that work on behalf of the Broad Street Entities that reside in this district, 

some of whom are also shareholders of Defendant BSI; (c) an accounting firm used by 

Defendants is located in this district; (d) the home builder associated with BSG Fund’s custom 

home sub-Series whose “nerve center” is located in this district has filed for bankruptcy in this 

District; (e) more than 70 investors that have invested in the BSG Fund reside in this district; (f) 

a registered broker used to solicit investors and is partially owned by Defendant BSI is located in 

this district; and (g) many of the acts, practices, transactions, and courses of business alleged in 

this Complaint occurred within this district. 

IV. FACTUAL ALLEGATIONS      

A. BSG Fund’s Formation, Operation, and Relation to the Broadstreet 
Enterprise 

i. BSG Fund and the Broad Street Entities  

26. BSG Fund was formed in September 2020 to operate as a private equity fund. In 

the fourth quarter of 2020, BSG Fund purchased substantially all of the investment assets of 

Broad Street Global Fund SCSp, a Luxembourg entity, which was a predecessor fund to the BSG 

Fund. 

27. BSG Fund’s offering materials claim that it is divided into a number of Series, 

each of which focuses on a separate and distinct investment opportunity. 

28. BSG Fund is managed by BSG Management, which has authority to manage BSG 

Fund’s activities. Joseph Baldassarra and Steven Baldassarra are the managing members of BSG 

Management, and BSG Management acts through the Baldassarras. Throughout the Relevant 

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Period, BSG Management has been controlled by the Baldassarras and since June 2022, as 

alleged further below, Feingold has also controlled BSG Management. 

29. BSG Management is not registered as an investment adviser with the SEC, 

although as alleged below it acts as an investment adviser with respect to BSG Fund.  

30. In or around June 2022, Feingold formed and became the CEO of BSI. Joseph 

Baldassarra is the President of BSI and Steven Baldassarra is the Chief Operating Officer of BSI. 

The sales staff that solicits investors for BSG Fund are BSI personnel. BSI owns at least some of 

the real estate assets acquired with BSG Fund’s funds. BSI oversees assets in which BSG Fund 

has invested.  

31. From at least July 2022 until the present, BSI’s publicly-available website 

contains information about certain of the Broad Street Entities, and illustrates the related nature 

of the Broad Steet Entities and the BSG Fund Series. For example, from approximately July 

2022 through approximately March 2024, the following diagram was included on BSI’s website: 

 

 

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i. BSG Management and BSI Offered and Sold More Than $1 Billion of 
Securities. 

32. From October 1, 2020 through the present (“Relevant Period”), investors have 

deposited more than $1 billion in the bank accounts of BSG Fund, BSG Series CM, and BSG 

Management. Of this amount, investors deposited approximately $868 million in the BSG 

Fund’s bank accounts, approximately $199 million in BSG CM Series’ bank accounts, and 

approximately $9 million in BSG Management’s bank accounts.  

33. From the more than $1 billion that investors deposited in the above referenced 

bank accounts, approximately $880 million has been transferred to (or directly deposited) in 

BSG Management’s bank accounts and extensively commingled. The chart below demonstrates 

the flow of investor funds to BSG Management: 

 

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34. During the Relevant Period, BSG Management has continuously solicited money 

from, and offered and sold BSG Fund LLC units in a variety of Series to investors. 

35. From approximately October 1, 2020 until approximately May 2022, BSG 

Management used an internal sales staff to offer and sell BSG Fund LLC units. The internal sales 

staff was used to, among other things: (a) solicit investors; (b) send out offering materials; (c) 

prepare closing resolutions; and (d) assist with the preparation of account statements. 

36. From approximately June 2022, until at least October 31, 2024, BSG 

Management and BSI have used an internal sales staff comprised of BSI personnel to offer and 

sell BSG Fund LLC units. BSI’s staff is used to, among other things: (a) solicit investors; (b) 

send out offering materials; (c) prepare closing resolutions; and (d) assist with the preparation of 

account statements. 

37. In addition, since at least August 2022, BSG Management has utilized registered 

broker-dealers to sell the offering pursuant to placement agreements. 

38. As a result of the solicitation efforts undertaken by BSG Management, BSI, and 

associated broker-dealers, BSG Management has raised more than $1 billion on behalf of the 

BSG Fund from over a thousand passive investors. These investors are located across the United 

States, including in this district, and abroad. 

39. The BSG Fund LLC units that BSG Management offered and sold to investors are 

securities as defined in Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)] and Section 

3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)]. Section 2(a)(l) of the Securities Act and 

Section 3(a)(10) of the Exchange Act define “security” to include, among other things, 

“investment contracts.” An investment contract exists where a person invests his or her money, 

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in a common enterprise, with a reasonable expectation of profits to be derived solely from the 

efforts of others.  

40. Investors in BSG Fund committed funds in cash or via wire transfer to participate 

in an investment opportunity. They were promised significant returns, which were to be 

generated from passive business opportunities described in each of the Series’ pitch decks.  

41. BSG Fund’s numerous investors have no ability to influence the management of 

BSG Fund under its operating agreement and are wholly dependent on the efforts of the 

Baldassarras and Feingold to select and oversee investments to generate their expected returns. 

42. BSG Fund has no way to act independently from BSG Management. 

ii. The Offering Documents 

43. BSG Management typically provides prospective investors with materials that 

detail the terms of the potential investment, including a subscription agreement, operating 

agreement, private placement memorandum, and supplemental materials pertaining to specific 

BSG Fund Series, including Supplemental Series Schedules and pitch decks (the “Offering 

Documents”). 

44. BSG Fund’s Subscription Agreement reflects that each investor received BSG 

Fund’s operating agreement and private placement memorandum prior to investing. 

45. BSG Fund has had at least two operating agreements: a Limited Liability 

Company Agreement dated as of September 14, 2020 (“Original Operating Agreement”); and an 

Amended and Restated Limited Liability Company Agreement dated as of May 26, 2022 

(“Amended Operating Agreement”). 

46. These operating agreements set forth certain terms concerning the operation of the 

BSG Fund. 

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47. One version of the BSG Fund Confidential Private Placement Memorandum that 

has been provided to investors is dated October 2020 (“October 2020 PPM”). 

48. The private placement memoranda set forth the “terms and conditions of the 

private offering by [BSG Management] of the membership interests” to investors in the BSG 

Fund.  

49. Both the operating agreements and the private placement memoranda state that 

supplemental materials about each Series will be made available to investors and to the BSG 

Fund. For example, the Amended Operating Agreement states that there are “Series Schedule[s]” 

that “cover terms specific to a particular Series.” Similarly, the October 2020 PPM states that 

“[a] supplement to the [private placement memorandum] … in respect of each Series will be 

created and distributed to prospective investors in such Series.” 

50. BSG Management also gave prospective investors access to materials in its 

internet data room, which, among other things, and at different times, has contained 

Supplemental Series Schedules with additional terms and conditions of the offering and pitch 

decks explaining the various investment opportunities.  

51. Specifically, pitch decks exist for numerous of BSG Fund’s Series described 

below. Certain Series have multiple pitch decks or pitch decks that were updated over time. 

52. Feingold reviewed the Offering Documents, including the PPM and the Operating 

Agreements, before they were made available to potential and actual investors. 

53. The BSG Fund Offering Documents were reviewed and approved by the 

Baldassarras before they were made available to potential and actual investors.  

54. Further, BSG Fund, as a legal entity, acts through its designated manager, BSG 

Management, and BSG Management, as a legal entity, acts through its co-managers, Joseph 

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Baldassarra and Steven Baldassarra. As such, BSG Management and the Baldassarras each have 

the ultimate authority with respect to the content of any written statements in the BSG Fund 

Offering Documents that were provided to investors.  

55. In addition to the Offering Documents, BSG Management communicates with 

investors in other ways, including through BSI’s website and periodic investor updates, which 

were issued monthly or quarterly.  

56. Periodic investor updates and BSI’s website were reviewed and approved by the 

Baldassarras before they were made available to investors. 

iii. The BSG Fund Series 

57. As alleged above, BSG Fund’s Offering Documents claim that it is divided into 

separate Series, each of which focuses on a different investment opportunity and has different 

risks. For example, the October 2020 PPM states that BSG Fund “has been established to pursue 

multiple investment objectives and investment strategies in different Series so investors can 

select the investment objectives and investment strategies to which the investor wishes to have 

exposure.” It further states that “[a] Series may vary from other Series due to, among other 

things, investment strategy and objectives, risk and return profile, use of leverage, exposure to 

particular strategies and other factors.” 

58. BSG Fund investors must, at the time of purchase, select their LLC units within a 

particular Series.  

59. During the Relevant Period, BSG Fund investors have been offered the 

opportunity to invest in numerous Series, including the ones listed below. BSG Fund has 

sometimes used the term Series and sub-Series interchangeably, with sub-Series generally being 

a further differentiation of a particular Series (for example, as discussed below, where there are 

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different returns offered in MCA investments or there are investments in different pre-IPO 

companies, those are referred to as sub-Series).  

60. Merchant Cash Advance (“MCA”): This Series contains at least three sub-Series 

that claim to use investor funds to invest in portfolios of MCAs, which are transactions in which 

a small business can receive quick funding by selling its future receivables at a steep discount. 

The advance is repaid by debiting a percentage of the business’s daily sales.   

61. The Offering Materials describe risks related to MCA investments. For example, 

an August 2022 MCA pitch deck explains that there is “industry risk, such as defaults and 

potential future regulation,” and that “merchants are considered higher risk.” The pitch deck 

claims that the high rates charged to the merchants offset these risks.  

62. BSG Fund has promised to pay investors in the MCA Series a fixed annual return 

of 14%, 15%, or 18%, depending on the sub-Series or, and a 17% return for at least one investor 

via a side-letter. BSG Management sent funds for these sub-Series to, among other places, MCA 

Company, which has offices in New York, New York, and Boca Raton, Florida.   

63. As of November 2023, BSG Management had raised approximately $87 million 

for BSG Fund’s MCA Series.  

64. Real Estate Infrastructure Development (“Infrastructure”): This Series, BSG 

Fund’s largest, contains at least nine sub-Series that claim to invest investor funds, as a pool, in 

the development of raw land into build-ready lots that can be sold to residential home builders.  

65. The Offering Materials tout the relative safety of Infrastructure investments. For 

example, an undated Real Estate Infrastructure Development pitch deck notes existing contracts 

with numerous national homebuilders, which are “backed by the full faith and credit of the 

Fortune 500 top publicly traded homebuilders,” and further notes that lots are presold to national 

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homebuilders before “Broad Street and its affiliates” close on the land in order to “minimize 

risk.” 

66. BSG Fund has promised to pay investors in these sub-Series a preferred annual 

return of 14.6% or, for one investor, a 16% annual return pursuant to a side letter. BSG 

Management has sent funds for these sub-Series to, among other places, two real estate 

development companies, Development Company 1 and Development Company 2.  

67. As of November 2023, BSG Management had raised more than $168 million for 

BSG Fund’s Infrastructure Series. 

68. Qualified Small Business Stock (“QSBS”): This Series claims to invest investor 

funds in a tax-favored investment in Broad Street Development Corporation (“BSDC”), which is 

described as “a fully operational technology based real estate development corporation acquiring 

land, building structures, and utilizing advanced technologies, platforms, skilled workers and 

techniques to allow for the operation of the entity.”  

69. BSG Fund has promised to pay investors in this Series a fixed annual return of 

18%. The return is accrued for five years and, when paid, is supposed to be exempt from U.S. 

income taxes. 

70. As of November 2023, BSG Management had raised approximately $6.2 million 

for BSG Fund’s QSBS Series.  

71. Pre-IPO securities (“Pre-IPO”): This Series contains a number of sub-Series, 

each of which is focused on acquiring stock of a specific company via forward purchase 

contracts before that company’s stock can be publicly traded on a securities exchange. 

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72. BSG Management has promised to either deliver the specific shares acquired with 

the investor’s funds or the proceeds from the sale of those shares after the company goes public 

or another liquidity event occurs. 

73. As of November 2023, BSG Management had raised approximately $53.5 million 

for BSG Fund’s Pre-IPO Series. 

74. Fixed income securities: (“Fixed Income”): This Series seeks to provide positive 

returns by investing in a wide variety of income generating investments in publicly-traded 

securities that primarily reflect debt, equity, or closed-end funds that have exposure to 

government agency and/or similar income generating investments. 

75. BSG Fund has promised to pay investors in this Series a fixed annual return of 

7%.  

76. As of November 2023, BSG Management had raised approximately $2 million for 

BSG Fund’s Fixed Income Series.  

77. Hotel Projects (“Hotel”): This Series contains at least three sub-Series that claim 

to invest in the purchase or construction and operation of specific hotel properties, including one 

Hotel project located in Daytona Beach, Florida.  

78. BSG Fund has promised to pay investors in these sub-Series a return based on an 

ownership share of the hotel’s operating income or proceeds from the sale of the property. 

79. As of November 2023, BSG Management had raised approximately $19.4 million 

for the BSG Fund Hotel Series.  

80. Custom Home Building (“Home Building”): This Series contains at least four 

sub-Series that claim to invest in the construction of residential housing communities. BSG Fund 

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has promised to pay investors in these sub-Series a return based on a profit split with the home 

builder.  

81. On June 20, 2024, BSG Fund’s partner in the Home Building Series filed for 

bankruptcy protection in the United States Bankruptcy Court for the Southern District of Florida, 

where the partner’s “nerve center” is located.  

82. As of November 2023, BSG Management had raised approximately $31.2 million 

for BSG Fund’s Home Building Series.  

83. Crystal Lagoons (“Crystal Lagoons”): This Series claims to invest in the 

construction and operation of a resort project in Columbia, South Carolina, featuring a clear-

water recreational lagoon with beach-like areas.  

84. BSG Fund has promised investors in this Series “Perpetual Income at Rates of 

Return Never Seen Before” in the form of a fixed annual return of 10% during the first two years 

of the project, and a fixed annual return of 20% thereafter with additional payments based on a 

25% share of the resort’s operating profits or 50% of the proceeds from the sale of the property. 

85. As of September 2023, BSG Management had raised approximately $24.2 million 

for BSG Fund’s Crystal Lagoons Series.  

86. Bitcoin Mining (“Bitcoin Mining”): This Series claims to invest in a “wholly 

owned [sic] bitcoin mining facility.”  

87. BSG Fund has promised to pay investors in this Series a targeted annual return of 

25%.  

88. As of November 2023, BSG Management had raised approximately $1.9 million 

for BSG Fund’s Bitcoin Mining Series.  

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89. Altcoin Mining (“Altcoin Mining”): This Series claims to “make investments 

into crypto coin mining machines” that will be used to generate alternative forms of crypto assets 

other than Bitcoins.  

90. BSG Fund has promised to pay investors in this Series a targeted annual return of 

28%.  

91. As of November 2023, BSG Management had raised approximately $41.8 million 

for BSG Fund’s Altcoin Mining Series. 

92. Self-storage facilities (“Self-Storage”): This Series claims to invest in a 

collection of self-storage facilities.  

93. BSG Fund has promised to pay investors in this Series a fixed annual return of 

10% paid quarterly until projects are profitable and can sustain the 10% return based on positive 

cash flows generated from the self-storage facilities. Thereafter, profit distributions will be based 

on investor percentage ownership in the sub-Series. BSG Management has told investors that it 

estimates it will pay 27% annualized returns for this BSG Fund Series. 

94. As of November 2023, BSG Management had raised approximately $16.6 million 

for BSG Fund’s Self-Storage Series.  

vi. Feingold and the Baldassarras Have Taken More than $170 Million 
From the BSG Fund. 

95. From the investor monies that have become assets of the BSG Fund, Feingold and 

the Baldassarras have, directly or indirectly, received more than $170 million from BSG Fund. 

96. Using BSG Fund’s assets, Feingold and the Baldassarras have purchased an office 

building through Related Entity 1. More than $4.7 million of BSG Fund’s assets have been 

transferred to Related Entity 1.    

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97. Using BSG Fund’s assets, Feingold and the Baldassarras (and a fourth individual) 

have also acquired an interest in Related Entity 2, an aviation company. More than $763,000 of 

the BSG Fund’s assets have been transferred to Related Entity 2. 

98. More than $3.19 million of BSG Fund’s assets have been transferred to pay 

personal expenses relating to the individual Defendants, including payments towards yachts. 

Steven Baldassarra 

99. Through Just a Nice Day, Steven Baldassarra received more than $50 million of 

BSG Fund’s assets. In addition, more than $1.9 million of BSG Fund’s assets have been 

transferred to Steven Baldassarra directly. 

100. Collectively, from these payments and his proportionate interest in Related 

Entities 1 and 2 and payments of personal expenses, Steven Baldassarra has received more than 

$56.7 million of BSG Fund’s assets.  

Joseph Baldassarra 

101. Through Joseph Benjamin, Jospeh Baldassarra received more than $65 million of 

BSG Fund’s assets. In addition, more than $300,000 of BSG Fund’s assets have been transferred 

to Joseph Baldassarra. 

102. Collectively, from these payments and his proportionate interest in Related 

Entities 1 and 2 and personal expenses, Steven Baldassarra has received more than $68.2 million 

of BSG Fund’s assets.  

Feingold 

103. More than $36 million of BSG Fund’s assets have been transferred to Feingold 

Related Entity 1, an entity controlled by Feingold that he uses to direct payments he claims are 

owed to him from the Broad Street Entities.  

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104. More than $7 million of BSG Fund’s assets have been transferred to Feingold 

Related Entity 2, an entity owned by him and one of his sons and controlled by Feingold that he 

uses to direct payments he claims are owed to him from the Broad Street Entities.  

105. Collectively, from these payments and his proportionate interest in Feingold 

Related Entities 1 and 2, and personal expenses, Feingold has received more than $46 million of 

BSG Fund’s assets.  

Other Ways Individual Defendants Received BSG Fund’s Assets 

106.  Feingold and the Baldassarras also have arrangements to obtain money from 

BSG Fund’s assets. 

107. For example, in September 2023, BSI acquired a 24.9% ownership stake in one of 

the broker-dealers that sells BSG Fund LLC units through private placements (the “Broker 

Dealer”). The Baldassarras and Feingold, through their ownership in BSI, share in the placement 

fees that the Broker Dealer earns for selling BSG Fund LLC units to investors. In total, 

approximately $12.3 million of BSG Fund’s assets have been paid to the Broker Dealer. 

108. As alleged above, BSG Management sent funds for the MCA Series to MCA 

Company. MCA Company pays substantial commissions and management fees from Broad 

Street Entities’ MCA investments to Feingold. 

109. As alleged above, BSG Management sends funds for the Infrastructure Series to, 

among others, Development Company 2, of which Feingold or his family members own 35% and 

he is co-chairman of its board of directors. Development Company 2 has paid, among other 

things, land acquisition fees and a share of development fees to Feingold or entities under his 

control. 

 

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B. BSG Management and the Baldassarras Are Investment Advisers. 

110. BSG Management, Joseph Baldassarra, and Steven Baldassarra are each 

investment advisers within the meaning of Section 202(a)(11) of the Advisers Act. 15 U.S.C. § 

80b-2(a)(11). 

111. Section 202(a)(11) of the Advisers Act defines an “investment adviser” as a 

“person who, for compensation, engages in the business of advising others . . . as to the value of 

securities or as to the advisability of investing in, purchasing, or selling securities.” 

112. BSG Management advises BSG Fund with respect to investments in securities. 

According to the October 2020 PPM, BSG Management may be paid a management fee by the 

BSG Fund’s Series “for managing the investment and reinvestment of such Series’ assets,” 

which include investments that are securities as defined by the federal securities laws. 

Specifically, at least some of the investments in the Pre-IPO securities Series, Fixed Income 

Series, and QSBS (Qualified Small Business Stock) Series are investments in securities as 

defined by the federal securities laws. 

113. BSG Fund’s October 2020 PPM also holds BSG Management out as an 

investment adviser, stating that “[f]ees charged by [BSG Management] may be greater or lower 

than fees charged by other investment advisers for similar services.” 

114. As the sole managers and owners of BSG Management, the Baldassarras are also 

investment advisers to BSG Fund.  In their roles at BSG Management, the Baldassarras provide 

advice about securities for compensation to the BSG Fund and, accordingly, also meet the 

definition of “investment adviser.” 

115. As investment advisers to BSG Fund, Defendants BSG Management, Joseph 

Baldassarra, and Steven Baldassarra owe a fiduciary duty to BSG Fund. An investment adviser’s 

fiduciary duty comprises a duty of care and a duty of loyalty. The duty of care requires an 

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investment adviser to provide investment advice in the best interest of its client. The duty of care 

also requires BSG Management to operate the BSG Fund in accordance with its Operating 

Agreements. Under its duty of loyalty, an investment adviser must eliminate or make full and 

fair disclosure of all conflicts of interest which might incline an investment adviser— 

consciously or unconsciously—to render advice which is not disinterested such that a client can 

provide informed consent to the conflict.  

C. Feingold and the Baldassarras Control BSI and BSG Management. 

116. Feingold and the Baldassarras control BSI. 

117. Feingold and the Baldassarras are senior executives at BSI. Since approximately 

June 2022 through the present, Feingold has been the CEO, Joseph Baldassarra has been the 

President, and Steven Baldassarra has been the COO of BSI.   

118. In addition, BSI’s voting shares are owned in equal parts by the Baldassarras and 

Feingold and unanimity by all three is required for shareholder decisions.  

119. Feingold and the Baldassarras also control BSG Management. 

120. As alleged above, BSG Fund is managed by BSG Management, which has sole 

authority to manage BSG Fund’s activities. Joseph Baldassarra and Steven Baldassarra are the 

managing members of BSG Management, and BSG Management acts through the unanimous 

agreement of the Baldassarras.  

121. In or around June 2022, when he formed and became the CEO of BSI, Feingold 

began to control BSG Management and its management of BSG Fund, along with the 

Baldassarras. Although Feingold is not formally listed as a manager of BSG Management in 

BSG Fund’s PPM or Operating Agreements, he is involved with the management of BSG 

Management and uses his control over BSI to direct the management of BSG Fund’s operations 

by BSG Management. As CEO of BSI, Feingold is the most senior executive officer of BSI.   

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122. As alleged above, BSI’s website shows the interrelated connected relationships 

between the Broad Street Entities. 

123. In addition, BSG Management, the BSG Fund, BSG Holdings, BSG Series CM 

and  BSI, operate as a single organization. 

124. BSG Management, BSG Fund, and BSI, as well as the additional related entities 

BSG Holdings, and CJS Technology Select Management, LLC (“CJS”) prepared unaudited 

financial statements in which their financial results are consolidated as of December 31, 2022. 

125. BSG Management, BSG Fund, and BSI, as well as the additional related entities 

BSG Holdings, CJS, and BSG CM Series prepared unaudited financial statements in which their 

financial results are consolidated as of December 31, 2023.  

126. For almost two years, from in or around August 2022 to in or around April 2024, 

BSI did not have its own bank account, but instead paid its operating expenses (including its 

staff’s compensation) through BSG Holdings’ bank account, which was funded by a share of the 

money taken from BSG Fund by BSG Management. 

127. As alleged further below, BSG Fund’s Offering Documents generically use the 

terms “Broadstreet,” “Broadstreet Global,” or “affiliates” without clearly identifying to which 

entity the materials refer. 

128. All of the staff performing back-office roles for BSG Management (on behalf of 

BSG Fund) are personnel of BSI, some of whom are also shareholders of BSI, including the staff 

performing the compliance, operations management, and accounting functions. Likewise, the 

internal sales staff soliciting potential investors for BSG Fund are personnel of BSI. There is no 

formal separation of duties established between BSI and BSG Management.  

129. Certain of BSI and BSG Management staff share the same office space.  

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130. Feingold is the individual with the most knowledge of and has primary oversight 

over the most substantial investments managed by BSG Management, including the MCA 

portfolios held at MCA Company and the Infrastructure projects being developed by 

Development Companies 1 and 2.  

131. Feingold receives weekly, monthly, and quarterly financial reports regarding BSG 

Fund from BSI staff performing BSG Management’s back-office functions (on behalf of BSG 

Fund). These reports are typically shared with Feingold by Steven Baldassarra. 

132. Feingold participates in weekly meetings with BSG Management and BSI staff, in 

which all matters pertaining to BSG Fund and its business lines are discussed.  

133. Feingold and the Baldassarras have daily meetings via phone or video conference. 

No other persons typically attend these meetings, and all aspects of the Broad Street Entities are 

discussed. 

134. Feingold and the Baldassarras jointly make decisions regarding the investment of 

certain of BSG Fund’s assets, which occurs through BSG Management. 

135. Feingold shared in the money taken from the BSG Fund by BSG Management.  

136. Feingold has also involved himself in BSG Management’s capital-raising 

activities for BSG Fund by making regular presentations to BSG Fund’s potential investors 

concerning BSG Fund’s investments via dinner meetings and on video conference calls, directly 

answering questions from potential investors, and preparing side letters with BSG Fund investors 

documenting special investment terms. 

 

 

 

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D. Defendants Fraudulently Offered and Paid Materially Inflated Returns to 
Investors in Two Major BSG Fund Series. 

137. Defendants fraudulently paid at least $42.9 million in purported returns to 

investors in two major BSG Fund’s Series when a substantial portion of this amount was not 

profits from BSG Fund’s investments. 

i. Actual Returns from MCA Investments Were Below Promised 
Returns and Deteriorated Over Time. 

138. BSG Fund’s MCA and Infrastructure Series are two of BSG Fund’s largest Series. 

As alleged above, as of November 2023, BSG Management had raised approximately $87 

million for BSG Fund’s MCA Series, and approximately $168 million for BSG Fund’s 

Infrastructure Series. 

139. MCA Series investors were promised annual returns of between 14% and 18%, 

depending on the particular sub-Series. These returns were to be generated from profits on MCA 

investments. For example, an August 2022 MCA pitch deck touted to investors a “14% annual 

yield” and claimed that the MCA Series “seeks to provide positive returns by investing in a wide 

variety of income generating investments in the merchant cash advance industry.”   

140. Infrastructure Series investors were promised an annual preferred return of 14.6% 

and one investor, through a side letter, was promised a 16% annual return.  

141. Through at least September 2023, the Infrastructure projects funded by BSG Fund 

had not yielded sufficient cash profits (after payment of debt and other expenses) to pay the 

14.6% promised to investors. In fact, as of December 13, 2023, Development Companies 1 and 2 

had not distributed any profits to the BSG Fund’s Infrastructure Series. These returns were to be 

generated, in part, from profits on MCA investments. 

142. Actual profits from the MCA investments made with BSG Fund investors’ money 

were insufficient to cover returns paid to MCA and Infrastructure investors. 

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143. From the beginning of 2021 through the end of 2023, MCA investors were paid at 

least $18.6 million in purported returns. Specifically, MCA investors were paid at least $9.2 

million in cash distributions. Additionally, MCA investors “reinvested” at least $9.4 million in 

purported returns, which increases an investor’s capital account balance that the BSG Fund needs 

to pay to the investor. If an investor did not elect to reinvest, MCA investors would have 

received a cash distribution.   

144. Similarly, from the beginning of 2021 through the end of 2023, Infrastructure 

investors were paid at least $24.3 million in purported returns. Specifically, Infrastructure 

investors were paid at least $16.1 million in cash distributions. Additionally, Infrastructure 

investors “reinvested” at least $8.2 million in purported returns, which increases an investor’s 

capital account balance that the BSG Fund needs to pay to an investor. If an investor did not 

elect to reinvest, Infrastructure investors would have received a cash distribution.      

145. However, the BSG Fund’s MCA portfolios did not generate sufficient profits to 

pay the more than $43 million paid to MCA and Infrastructure Series investors from 2021 

through 2023. These portfolios will likely generate no more than $20 million, even if returns 

from when the first portfolio first came into existence (which is as early as 2019, two years 

before the time period here) through the entire life of the portfolio (which extends beyond the 

time period here) are included. Moreover, as of December 2023, these portfolios will generate no 

more than $37 million, even if every MCA investment paid on time and in full, including the 

accounts that have defaulted or are in collections (and even assuming the same expanded time 

period). 

146. First, MCA Company charged substantial management fees (typically, between 

3% to 5% of the amount advanced to the merchant) and commissions (typically, between 10% to 

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15% of the amount advanced) to participate in the MCA transaction. These management fees and 

commissions significantly reduced the returns that the Broad Street Entities received from MCA 

Company. Feingold receives half of all the management fees and 20% of the commissions 

charged by MCA Company.  

147. Second, actual returns on closed MCA deals (deals where no further payments 

were due from the merchant) from the Broad Street Entities’ MCA portfolios have generated less 

than a 3% annual return.  

148. Third, five of the eight Broad Street Entities’ MCA portfolios have lost more than 

$1.6 million as of July 27, 2024. 

149. Lastly, as of July 27, 2024, collectively, the Broad Street Entities’ MCA 

portfolios had not performed pursuant to the terms of the MCA agreements with merchants. 

These portfolios had large amount of accounts that were in collections or default status. After 

adjusting for these uncollectible accounts (on average approximately 96% of the amount owed 

from these accounts will not be collected), the weighted annual average return of these portfolios 

was less than 2%.      

150. The collectability of the MCA portfolios has deteriorated over time, through July 

2024, because a greater percentage of accounts are uncollectible. For example, the percentage of 

MCA’s in the Broad Street Entities’ MCA portfolios that are in collections and default status has 

increased from approximately 8% as of the end 2022, increased to approximately 17% as of year 

end 2023, and further increased to 26% as of July 24, 2024. 

151. In addition to the payments to the MCA and Infrastructure Series, from the 

beginning of 2021 through the end of 2023, investors in other Series, including Altcoin Mining, 

Crystal Lagoons, Fixed Income, Hotel, QSBS, and Self-Storage, were paid at least $13.1 million 

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in cash distributions and “reinvested” at least $8.8 million in purported returns, which increases 

an investor’s capital account balance that the BSG Fund will need to pay to an investor. For 

investors who did not elect to reinvest, they would have received a cash distribution. During this 

timeframe, some of these Series did not have any operations. 

152. After the end of 2023, BSG Fund’s obligations to investors have greatly increased 

due to returns on the existing investments being rolled over and added to investor’s capital 

account balances and substantial additional fundraising (approximately $500,000,000 was raised 

from investors for the BSG Fund from the beginning of 2024 through October 31, 2024). 

ii. Feingold’s Role in the Scheme 

153. Feingold knew and was severely reckless in not knowing, and should have 

known, that BSG Fund investors were being paid inflated returns that did not actually represent 

profits.  

154. As alleged above, BSG Management sent funds for the MCA Series to MCA 

Company. Feingold had primary responsibility for the management of the MCA portfolios 

funded by BSG Fund at MCA Company. Feingold, through BSI, also oversaw the BSG Fund’s 

Infrastructure projects under development by Development Companies 1 and 2. Feingold knew 

that the shortfall needed to pay the promised returns to Infrastructure Series investors was to be 

paid from purported profits on MCA investments.  

155. Despite the limited profits alleged above, Feingold frequently requested cash 

withdrawals from MCA Company, which were paid to the Broad Street Entities’ bank accounts.  

156. Feingold received periodic reports showing the profitability of the MCA 

portfolios that he requested from MCA Company. MCA Company prepared a weekly 

performance report titled “Dave’s ROI,” meaning David Feingold’s return on investment. These 

weekly reports accumulated factor rates – the percentage return a merchant would have to repay 

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(i.e., a 1.36 factor rate meant that a merchant would have to repay 136% of the amount 

advanced) – as well as costs, such as origination and management fees, which reduce the amount 

that the BSG Fund could receive from its MCA investments. MCA Company used this 

transaction data to calculate a profit percentage for each MCA portfolio. While certain of the 

“Dave’s ROI” reports state, on their face, a “Year to Date” return on investment, the listed 

returns are cumulative, which is readily apparent from the reports.     

157. Feingold requested, obtained, and reviewed these weekly reports, and extracted 

information from them to make his own calculation of the average annual return of the MCA 

portfolios. 

158. The data in the “Dave’s ROI” reports shows the profitability of the MCA 

portfolios. As alleged above, projected profits on open MCA deals were less than 14% annually, 

and the open MCA deals included accounts in collections and default.  

159. Further, the deterioration in the collectability of the MCA portfolios alleged above 

would have been apparent to Feingold by dividing the cumulative returns shown on the Dave’s 

ROI reports by the age of the portfolios. 

160. In addition, Feingold reviewed a BSG Fund internal stress test analysis performed 

in late 2022 that showed the anticipated returns from the MCA portfolios would not be sufficient 

to satisfy all of BSG Fund’s investor obligations.  

161. Despite knowing, being severely reckless in not knowing, and being negligent in 

not knowing the actual profits from the MCA investments, Feingold provided materially 

overstated MCA performance information to BSG Management and to BSI. This information 

was incorporated into MCA Series pitch decks and BSG Fund periodic investor updates. These 

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materials were distributed by BSI’s staff to certain of BSG Fund’s actual and prospective 

investors.  

162. In addition, Feingold was the source of materially overstated MCA performance 

information that was incorporated into BSG Fund’s unaudited consolidated financial statements 

for fiscal year 2023 and made available to investors upon request. 

163. After its formation in June 2022, Feingold acted in his role as chief executive 

officer of BSI.  After that time, the scienter, negligence, and conduct of Feingold is imputed to 

BSI. 

iii. The Baldassarras’ Role in the Scheme 

164. The Baldassarras should have known that BSG Fund investors were being paid 

inflated returns that did not actually represent profits. 

165. BSG Fund’s draft unaudited financial statement and income tax returns in 2020 

and 2021, all of which were available to Joseph Baldassarra and Steven Baldassarra (which were 

signed by Steven Baldassarra), reported multi-million-dollar losses to BSG Fund and identified 

no income attributed to MCA investments. Despite these documents showing losses, substantial 

sums were paid from the Broad Street Entities’ bank accounts (or were rolled over) to MCA and 

Infrastructure investors during at least 2021. 

166. In addition, Steven Baldassarra reviewed a BSG Fund internal stress test analysis 

performed in late 2022 that showed the anticipated returns from the MCA portfolios would not 

be sufficient to satisfy all of BSG Fund’s investor obligations. 

167. Further, the Baldassarras should have known that BSG Management did not 

create and maintain Series-level financial statements for BSG Fund reflecting the actual profits 

of each Series, as required by BSG Fund’s Offering Materials. The Baldassarras made no effort 

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to determine how the purported profits from MCA investments had been apportioned to the 

various MCA and Infrastructure Series. 

168. The Baldassarras authorized, and BSG Management and BSI provided, periodic 

account statements to investors, including MCA and Infrastructure Series investors, that reported 

consistent, fixed returns. Specifically, the account statements reflected the principal amount 

invested less any withdrawals, and earnings based on the investor’s promised return (e.g., 14%) 

multiplied by the account balance. These account statements were not based on actual profits.  

169. Despite the above allegations, the Baldassarras authorized, or had the power to 

authorize, payments to MCA and Infrastructure Series investors. The Baldassarras also 

authorized, or had the power to authorize, investors rolling over monies that were represented as 

profits (that the BSG Fund would have otherwise had to pay in cash) into new BSG Fund 

investments. 

170. Further, as managers of the BSG Fund and by reviewing information that went to 

investors before it was sent out, the Baldassarras should have known that the information being 

provided by Feingold into the pitch decks, periodic updates, and unaudited financial statements 

regarding MCA performance was false and misleading.  

171. The Baldassarras acted in their role as managers of BSG Management.  The 

negligent conduct of the Baldassarras is imputed to BSG Management. 

* * * * * 

172. In sum, Defendants engaged in fraudulent and deceptive conduct by offering and 

paying materially inflated returns to investors in at least BSG Fund’s MCA and Infrastructure 

Series that were not based on actual MCA profits. Each Defendant engaged in deceptive acts that 

furthered the scheme, including: 

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a. Feingold provided materially overstated MCA performance information to BSG 

Management; 

b. BSG Management and the Baldassarras facilitated the incorporation of Feingold’s 

materially overstated MCA performance information into BSG Fund’s pitch decks, 

BSG Fund’s periodic investor updates, and the unaudited consolidated financial 

statements for fiscal year 2023; 

c. BSI, through its employees, and BSG Management, through the Baldassarras, made 

available BSG Fund’s pitch decks and BSG Fund’s periodic investor updates to 

investors and prospective investors; 

d. Feingold requested withdrawals from the MCA portfolios at MCA Company, without 

limiting such requests to profits, that were used to pay materially inflated returns to 

BSG Fund investors; 

e. The Baldassarras authorized, and BSG Management made, the payments of 

materially inflated returns to MCA and Infrastructure Series investors; 

f. The Baldassarras and BSG Management did not prepare or maintain Series-level 

financial statements for BSG Fund, which would have reflected actual profits of each 

Series; 

g. The Baldassarras authorized, and BSG Management and BSI provided, periodic 

account statements to MCA and Infrastructure Series investors that reported 

consistent, fixed returns that were not based on actual results; 

h. As alleged below, the Baldassarras commingled cash assets and expenses of multiple 

BSG Fund Series in such a way to make it very difficult to trace the use of each 

Series’ assets; and 

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i. Feingold provided the data upon which the unaudited consolidated financial 

statements for fiscal year 2023 were based, which contained the false claim, alleged 

below, that the MCA portfolios historically generated 2.87% average monthly 

returns, and otherwise overstated the returns, assets, and income from the MCA 

portfolios. 

E. The Baldassarras, Acting Through BSG Management, Made False and 
Misleading Statements in Violation of the Exchange Act and the Securities 
Act; the Baldassarras, BSG Management, and Feingold Negligently 
Obtained Money or Property by Means of False and Misleading Statements 
in Violation of the Securities Act. 

173. As alleged below, BSG Management and the Baldassarras made various false and 

misleading statements and BSG Management, the Baldassarras, and Feingold received money or 

property by means of false and misleading statements in connection with BSG Management’s 

and BSI’s offer and sale of BSG Fund LLC units to actual and potential investors. 

i. Throughout the Relevant Period, the Baldassarras, Acting Through 
BSG Management, Made False and Misleading Statements that They 
Would Keep Each Series as a Separate Pool of Assets and Investors 
Would Invest in the Series of Their Choosing, Would Not Commingle 
Assets Between Series, and Would Not Create Cross-Liability 
Between Series; the Baldassarras, BSG Management, and Feingold 
Negligently Obtained Money or Property by Means of These 
Statements. 

174. Throughout the Relevant Period, BSG Management and the Baldassarras made 

false and misleading statements regarding how the funds in each Series would be handled.  Each 

made false and misleading statements that each Series would be a separate pool of assets and that 

investors would be invested in the Series of their choosing, that there would not be commingling 

of funds or assets between the Series, and that there would be no cross-liability between Series.  

These statements were materially false and misleading. 

175. The October 2020 PPM states, among other things, that:  

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a. “The Fund is divided into separate [S]eries operated in a manner so as to 

avoid cross-liability between the Series”;  

b. “Each Series is a separate pool of assets with its own investment objective 

and strategy”;  

c. “The Fund has been established to pursue multiple investment objectives 

and investment strategies in different Series so investors can select the 

investment objectives and investment strategies to which the investor 

wishes to have exposure”; 

d. “Members will have no interest in the assets pertaining to any other Series 

unless they purchase such other Series. . . . Accordingly, the debts, 

liabilities and obligations incurred, contracted for or otherwise existing 

with respect to a particular Series is intended to apply only against the 

assets of such Series and not against the assets of other Series of the 

Fund”; 

e. “Separate and distinct records will be maintained for each Series and the 

assets associated with any such Series will be held and accounted for 

separately from the other assets of such Series or any other Series”;   

f. “[T]he debts, liability, and obligations incurred, contracted for or 

otherwise existing with respect to a particular Series is intended to apply 

only against the assets of such Series and not against the assets of other 

Series of the Fund”; and 

g. “[C]ash assets pertaining to various classes of Interest (but not assets 

pertaining to multiple series) may be comingled and not held separately.”  

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176.  The Operating Agreements state, among other things, that: 

a. “In general, each Series shall have a differentiated investment strategy 

from each other Series.”; 

b. “[T]he Company shall establish and maintain separate and distinct records 

for such Series, and shall cause the assets, debts, liabilities, obligations, 

expenses, profits and losses associated with any such Series to be 

accounted for separately from the assets, debt, liabilities, obligations, 

expenses, profits and losses of the Company . . . and each other Series.”;   

c. “All consideration received by the Company for the issue or sale of 

Interest in a particular Series, and all other property in which such 

consideration is invested and reinvested, all income, earnings, profits and 

proceeds thereof . . . shall irrevocably belong to that Series for all purposes 

. . . and shall be so recorded upon the books and records of the 

Company.”; 

d. “Except as otherwise expressly provided in the [Delaware Limited 

Liability Company] Act, the debts, obligations and liabilities of the 

Company or a Series, whether arising in contract, tort or otherwise, shall 

be solely the debts, obligations and liabilities of the Company or such 

Series, as applicable, and not any other Series. . . .”; 

e. “[T]he debts, liabilities obligations, and expenses of each Series shall be 

enforceable against the assets of such Series only, and not against the 

Company generally or against any other Series of the Company. . . .”; and 

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f. “Notwithstanding any other [provision] of this Agreement, no distribution 

. . . with respect to . . . the Interest of any Series shall be effected by the 

Company other than from the assets held with respect to such Series, nor 

shall any Member of any particular Series otherwise have any right or 

claim against the assets held with respect to any other Series (except to the 

extent such Member has such right or claim hereunder as a consequence of 

holding Interests of such other Series).” 

177. A reasonable investor would have understood from these statements that the funds 

they provided BSG Fund were invested in the specific Series that they had selected, that the 

assets of that Series would be treated as a separate pool of assets, that the funds and assets of that 

Series would not be commingled with the funds or assets of the Fund or other Series, and that the 

funds and assets in that Series would not be subject to liability from any other Series or the Fund.  

178.  These statements regarding how the funds in each Series would be handled were 

false and misleading. Since inception, rather than each Series being treated as a separate pool of 

assets, BSG Management has diverted a large percentage of investor funds from all Series into 

BSG Management’s commingled bank accounts. After investor funds were placed into BSG 

Management bank accounts, BSG Management did not maintain records of how much of the 

investor’s funds contributed to a Series were used by that Series to make investments, to pay fees 

or other expenses, or to pay redeeming investors. BSG Management did not have adequate 

systems or internal controls in place to permit tracking of the use of investor funds by Series. 

BSG Management did not maintain books and records necessary to prepare financial statements 

for each Series and did not keep separate bank accounts for nearly all of the Series.   

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179. As a result of this conduct, BSG Management has failed to treat each Series as a 

separate pool of assets by commingling investor funds. In addition, that commingling has also 

caused cross-liability between Series. As the October 2020 PPM notes, “such [cross-liability] 

protection can be lost if certain formalities are not observed, including not commingling assets 

and maintaining separate books and records for each series.”  

180. In addition, the statements regarding how the funds in each Series would be 

handled were false and misleading for the additional reason that, in December 2022, BSG 

Management, BSG Fund (via BSG Management), BSI, the Baldassarras, and Feingold entered 

into an agreement that explicitly created cross-liability between each Series. This agreement, the 

so-called Tri-Party Agreement Regarding the Broad Street Entities (the “TPA”), was executed by 

Steven Baldassarra on behalf of BSG Management, BSG Fund, and as an individual guarantor; 

Joseph Baldassarra as an individual guarantor; and Feingold on behalf of BSI and as an 

individual guarantor. The TPA was executed in December 2022 but purported to retroactively 

take effect on June 30, 2022. The TPA creates a lien on the assets of BSG Fund (except as to the 

Pre-IPO Series), BSG Management, and BSI to the extent necessary to satisfy BSG Fund’s 

investor obligations. Accordingly, if BSG Fund defaults on any Series, investors in the defaulted 

Series may seek to recover their losses against assets creating income for other Series in which 

they did not invest. 

181.  The statements regarding how the funds in each Series would be handled were 

false and misleading when made and the Baldassarras knew or were severely reckless in not 

knowing, and should have known, that the statements were false and misleading. As the 

managing members of BSG Management and in light their control over that entity and BSG 

Fund, at all relevant times the Baldassarras knew that the funds in each Series were being 

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handled in a way that was inconsistent with the disclosures in the October 2022 PPM and the 

Operating Agreements. 

182. The scienter and negligent conduct of Joseph Baldassarra and Steven Baldassarra 

is imputed to BSG Management. 

183. BSG Management and the Baldassarras omitted to state material facts that were 

necessary to render their statements regarding how the funds in each Series would be handled not 

misleading. These omissions include that the TPA has been signed and that it contained 

provisions creating cross liability between Series. 

184. The false and misleading statements regarding how the funds in each Series 

would be handled were material to investors. As alleged above, each Series offered by BSG 

Fund was marketed as having different areas of concentration with different risks and expected 

returns. It was important to a reasonable investor to have his or her investment be in the Series 

that he or she selected and that his or her investment is not commingled with investments and 

liabilities of Series he or she did not select.   

185. Moreover, having selected a Series with a certain investment focus and risk, it 

was important to investors that they not be subject to the liability of the Series that were not 

selected. The liens created by the TPA mean if BSG Fund defaults on any Series (besides the 

pre-IPO Series), investors in the defaulted Series may seek to recover their losses against assets 

creating income for other Series in which they did not invest. A reasonable investor would want 

to know that investments in Series in which they specifically did not invest could cause them to 

lose all or part of their investment or expected returns. This is not a hypothetical or remote risk. 

For example, the Home Builder constructing residential communities related to BSG Fund’s 

custom home building Series recently filed for bankruptcy. Under the TPA, and contrary to the 

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above referenced Offering Documents, investor’s assets (including those who did not invest in 

the custom home building Series) could be taken to satisfy investor obligations arising from the 

custom home building Series if the Home Builder’s bankruptcy disrupts those payments. 

186. Feingold should have known that the statements regarding the use of investor 

funds were false and misleading. Feingold reviewed the Offering Documents and had detailed 

knowledge of the operations of BSG Fund. In addition, Feingold executed the TPA on behalf of 

BSI and as an individual guarantor. 

ii. From January 2021 through at least September 2023, the 
Baldassarras, Acting through BSG Management, Made False and 
Misleading Statements Regarding Investor Funds Being Used to 
Purchase Assets for the BSG Fund; the Baldassarras, BSG 
Management, and Feingold Negligently Obtained Money or Property 
by Means of These Statements. 

187. From January 2021 to September 2023, BSG Management and the Baldassarras 

made false and misleading statements regarding the use of investor funds. Each made false and 

misleading statements that BSG Fund investor funds were being used to make investments that 

BSG Fund owned and controlled. These statements were materially false and misleading. 

188. BSG Fund’s Offering Documents state, among other things: 

a. The October 2020 PPM states: “Certain Series of the Fund seek to provide 

positive returns by investing in a wide variety of portfolios in the merchant 

cash advance industry by purchasing portfolios of or joint venturing with 

or investing in companies that issue merchant cash advance[s]. . . .”;  

b. BSG Fund’s PPM states, “Certain Series of the Fund seek to invest in 

specific real estate projects. . .. Generally, such [S]eries will invest 

alongside or with third-party real estate developers. . . .”; 

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c. BSG Fund’s infrastructure Series pitch deck, dated September 2022, states 

that BSG Fund controls 17,000 acres of land and that “Broad Street Global 

Fund is invested in all of the infrastructure deals as a pool.”; 

d. BSG Fund’s infrastructure Series pitch deck, dated August 2022, referring 

to one of the infrastructure deals, states, “Broad Street Global Fund has the 

rights to 70% of the Bluff at Gap Creek infrastructure project with [a 

residential home builder].”; and 

e. BSG Fund’s MCA Series pitch deck, dated August 2022, states, “The sub-

fund seeks to provide positive returns by investing in a wide variety of 

income generating investments in the merchant cash advance industry.”;  

189. In addition, as alleged and displayed above, BSI’s publicly-available website, 

from July 2022 until the present has diagrams that shows investor’s funds in each Series being 

held by BSG Fund. 

190. BSG Management and the Baldassarras had ultimate authority over the content of 

BSI’s website since the Baldassarras, acting on behalf of BSG Management, reviewed and 

approved the content of the BSI website. In addition, this website is part of the scheme to give 

the false impression to investors that their funds would remain in BSG Fund or be converted to 

assets owned by the BSG Fund.   

191. A reasonable investor would have understood from these statements regarding the 

use of investor funds that their funds would remain in BSG Fund or be converted to assets owned 

by BSG Fund. 

192. These statements regarding the use of investor funds were false and misleading 

because, at least from January 2021 until at least September 2023, nearly all investor funds 

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raised for any Series of BSG Fund were sent from BSG Fund’s bank accounts to BSG 

Management’s bank accounts or deposited into other bank accounts owned by the Baldassarras. 

The Baldassarras then used their control over those bank accounts to acquire investments 

ultimately held by BSG Management or BSI, including the infrastructure projects and MCA 

portfolios.  

193. None of the master participant agreements with MCA Company governing BSG 

Fund’s MCA investment were with BSG Fund, and transfers of funds to and from MCA 

Company were with BSG Management not BSG Fund.  

194. Prior to the TPA being created in December 2022, BSG Fund had no legal 

mechanism to allow it to control, liquidate, or profit from the investments purchased with BSG 

Fund investor’s funds. 

195. The statements regarding the use of investor funds were false and misleading 

when made and the Baldassarras knew or were severely reckless in not knowing, and should 

have known, that the statements were false and misleading. As the managing members of BSG 

Management and in light their control over that entity and BSG Fund, at all relevant times the 

Baldassarras knew that the funds and assets of BSG Fund were not being held by BSG Fund as 

represented in the Offering Documents and on BSI’s web site. 

196. The scienter and negligent conduct of Joseph Baldassarra and Steven Baldassarra 

is imputed to BSG Management. 

197. The false and misleading statements regarding the use of investor funds were 

material to investors.  It is important to a reasonable investor that his or her investment be held 

by BSG Fund so that the assets and profits, if any, are available to repay the investor and so that 

the investment is not subject to liability of third-party entities.   

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198. Feingold should have known that the statements regarding the use of investor 

funds were false and misleading. Feingold reviewed the Offering Documents and had detailed 

knowledge of the operations of BSG Fund. In addition, certain investor funds were held by BSI, 

where he was the CEO. 

iii. Throughout the Relevant Period, BSG Management, the 
Baldassarras, and Feingold Negligently Obtained Money or Property 
by Means of Statements Regarding the Profitability of BSG Fund’s 
MCA Portfolio. 

199. Throughout the Relevant Period, BSG Management, the Baldassarras, and 

Feingold negligently obtained money or property by means of statements regarding the 

profitability of BSG Fund’s MCA portfolio. Each received money or property by statements that 

BSG Fund’s MCA portfolio had earned large returns sufficient to pay the returns promised 

when, in fact, as alleged above, the portfolio was far less profitable and was deteriorating.   

200.  The August 2022 MCA Series pitch deck states that “Broadstreet”: “[p]rimarily 

does deals with an average factor rate (that means discount of 1.40) and average duration of six 

months and so the gross effective yield is 80% before defaults and delinquencies.” That pitch 

deck further states, “The average factor rate so far in 2022 has been 1.36 which is a 36% return, 

assuming a 12-month duration on a deal. Our deals typically have a shorter duration and thereby 

higher annual percentage rate thus allowing us to pay above market returns to investors.”  

201. An undated MCA Series pitch deck, titled Supporting Small and Medium Sized 

Businesses with Broadstreet MCA, states that “[t]he average factor rate so far in 2022 has been 

1.36 which is a 36% return, assuming a 12-month duration on a deal. Our deals typically have a 

shorter duration and thereby higher annual percentage rate thus allowing us to pay above market 

returns to investors.”  

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202. BSG Fund’s periodic updates make similar statements about it generating 34% 

returns. For example, monthly updates from March and July 2022 and a quarterly update for the 

third quarter of 2023 states, “The average factor rate for the first half of 2023 was 1.34 which is a 

34% return, assuming a 12-month duration on a deal. Our deals typically have a shorter duration 

and thereby higher annual percentage rate thus allowing us to pay above market returns to 

investors.” 

203. The unaudited financial statements for the 2023 fiscal year for BSI, BSG 

Management, BSG Fund, BSG Holdings, CJS, and BSG Series CM (the “2023 Consolidated 

Financial Statements”), which were made available to investors upon request, state that the MCA 

portfolio historically generated average monthly returns of 2.87% and reported $56,355,806 in 

profits for the MCA Series. 

204. A reasonable investor would have understood from those statements that the BSG 

Fund’s MCA portfolio was generating returns and profits in the amounts indicated. 

205. Each of these statements regarding the profitability of the BSG Fund MCA 

portfolio were false and misleading. As alleged above, during the entire life of the portfolio as of 

December 2023, the MCA portfolios will likely generate no more than $20 million and will not 

generate more than $37 million. And at all times, including in 2022 and 2023 when the 

statements were made, the MCA portfolios did not generate 34% annual returns, 2.87% monthly 

returns, or similar amounts.  

206. The statements regarding the profitability of the MCA portfolios were false and 

misleading when made and Feingold should have known that the statements were false and 

misleading. Feingold reviewed the Offering Documents and was the sole source of information 

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for the false and misleading information in the MCA Series pitch decks, and the 2023 

Consolidated Financial Statements. 

207. In his role as CEO of BSI, Feingold oversaw the MCA portfolios acquired with 

BSG Fund assets. As more fully alleged above, at his request, MCA Company prepared and sent 

to Feingold a weekly performance report called “Dave’s ROI,” which Feingold reviewed and 

extracted information from to prepare his own calculation of the average annual return of the 

MCA portfolio. As alleged above, these weekly reports made clear that the BSG Fund MCA 

portfolio was earning less than what BSG Management had told investors. As also more fully 

alleged above, despite having the information in the weekly Dave’s ROI reports, Feingold 

provided the false MCA performance data to BSG Management that was incorporated into the 

MCA Series pitch decks, BSG Fund’s periodic investor updates, and in the 2023 Consolidated 

Financial Statements. 

208. The statements regarding the profitability of the MCA portfolios were false and 

misleading when made and the Baldassarras should have known that the statements were false 

and misleading. As alleged above, BSG Fund’s draft unaudited financial statements and income 

tax returns in 2020 and 2021, all of which were available to Joseph Baldassarra and Steven 

Baldassarra, reported multi-million-dollar losses to BSG Fund and identified no income 

attributed to MCA investments. Moreover, Steven Baldassarra reviewed a BSG Fund internal 

stress test analysis performed in late 2022 that showed the anticipated returns from the MCA 

portfolios would not be sufficient to satisfy all of BSG Fund’s investor obligations. 

209. BSG Management, the Baldassarras, and Feingold omitted to state material facts 

that were necessary to render their statements regarding the profitability of the MCA portfolios 

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not misleading. These omissions include, as alleged above, that the profitability of the MCA 

portfolios was deteriorating. 

210. The false and misleading statements regarding the profitability of the MCA 

portfolios were material to investors because a reasonable investor would want to know that the 

historical returns were overstated and insufficient to pay them the promised returns.   

iv. Starting in June 2021, the Baldassarras, Acting Through BSG 
Management, Made False and Misleading Statements Regarding the 
Qualified Small Business Stock Series; BSG Management and the 
Baldassarras Obtained Money or Property by Means of These 
Statements. 

211. From at least June 2021, BSG Management and the Baldassarras made false and 

misleading statements regarding the QSBS Series. Each made false and misleading statements 

that the QSBS Series would generate tax-free returns. This statement was materially false and 

misleading. 

212. BSG Management created for the BSG Fund the QSBS Series in June 2021. 

According to BSG Fund’s pitch deck for the QSBS Series, the Series would be making an 

investment in Broad Street Development Corporation (“BSDC”), which would be “a fully 

operational technology based real estate development corporation acquiring land, building 

structures, and utilizing advanced technologies, platforms, skilled workers and techniques to 

allow for the operation of the entity.” The QSBS Series Pitch Deck explained that BSDC would 

be operated in such a manner as to obtain favorable tax treatment. The QSBS Series Pitch Deck 

further explained that BSDC was pursuing ten real estate developments, the first being a 

residential development located on Saluda Dam Road in Easley, South Carolina. 

213. The QSBS Series Pitch Deck stated that the QSBS Series would generate an 

“18% annualized return per year with investor exit after 5[-]year hold for a total return of 90% 

on the exit with the entire exit qualifying as a QSBS transaction and hereby tax free.”  

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214. A reasonable investor would have understood from these statements in the QSBS 

Series Pitch Deck that BSG Fund intended to invest in BSDC, which would invest the funds in 

such a manner that his or her investment would generate a 90% return over five years, and the 

profits earned on the investment would not be subject to U.S. income tax. 

215. The statement that the QSBS Series would generate tax-free returns was false and 

misleading.   

216. As acknowledged in the QSBS Series Pitch Deck, to qualify for tax-free 

treatment, the QSBS entity must “use 80% of its assets in the active conduct of one or more 

‘qualified trade or business’ . . . throughout the stock holding period.”   

217. However, the funds raised for the QSBS Series were not provided to BSDC or 

any other entity that would invest the funds consistent with the pitch deck. Indeed, the unaudited 

financial statements of BSG Fund do not even mention BSDC. Moreover, BSDC has not made 

investments that would qualify for tax-free treatment. In fact, BSDC’s bank account reflects 

virtually no activity, BSDC does not own the Saluda Dam Road project, and BSDC is not 

registered to do business in South Carolina where the Saluda Dam Road project is located. 

218. The statement in the QSBS Series Pitch Deck that an investment in that Series 

would generate tax-free returns was false and misleading when made and the Baldassarras knew 

or were severely reckless in not knowing, and should have known, that the statement was false 

and misleading. As the managing members of BSG Management and in light their control over 

that entity and BSG Fund, at all relevant times the Baldassarras knew or were severely reckless 

in not knowing, and should have known, how investor funds were being invested, including in 

the QSBS Series. 

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219. The scienter and negligent conduct of Joseph Baldassarra and Steven Baldassarra 

is imputed to BSG Management. 

220. The false and misleading statement in the QSBS Series Pitch Deck that an 

investment in that Series would generate tax-free returns was material to investors. It is 

important to a reasonable investor to understand the tax treatment of his or her investment.   

v. Starting in October 2020, the Baldassarras, Acting Through BSG 
Management, Made False and Misleading Statements Regarding BSG 
Fund’s Recordkeeping and Financial Statements Practices. 

221. Starting in October 2020, BSG Management and the Baldassarras made false and 

misleading statements regarding BSG Fund’s recordkeeping and financial statements practices. 

Each made false and misleading statements that separate records would be maintained for each 

Series, that BSG Management would use commercially reasonable efforts to prepare and 

distribute to investors financial statements in compliance with Generally Accepted Accounting 

Principles (“GAAP”), and that those financial statements would be audited. These statements 

were false and misleading. 

Series-Level Recordkeeping from October 2020 Through the Present 

222. Regarding Series-level recordkeeping, the October 2020 PPM states, “Separate 

and distinct records will be maintained for each Series and the assets associated with any such 

Series will be held and accounted for separately from the other assets of such Series or any other 

Series.” Likewise, the Operating Agreements, state, “[t]he Company shall establish and maintain 

separate and distinct records for such Series, and shall cause the assets, debts, liabilities, 

obligations, expenses, profits and losses associated with any such Series to be accounted for 

separately from the assets debt, liabilities, obligations, expenses, profits and losses of the 

Company . . . and each other Series.”  

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223. A reasonable investor would have understood from these statements that BSG 

Management would maintain separate financial records for each Series. 

224. These statements regarding Series-level recordkeeping were false and misleading. 

The Baldassarras did not cause BSG Management to create or maintain separate and distinct 

accounting records reflecting the assets and profits of each BSG Fund Series, and BSG 

Management did not create or maintain such records. 

225. These statements regarding Series-level recordkeeping were false and misleading 

when made and the Baldassarras knew or were severely reckless in not knowing, and should 

have known, that the statements were false and misleading. As alleged more fully above, the 

Baldassarras were the managers of BSG Management and, in that role, were familiar with the 

recordkeeping practices of BSG Fund and each Series.  

226. These statements regarding Series-level recordkeeping were material to investors 

because, as investors understood that they had invested in a particular Series, the profitability of 

their investment could not be tracked without Series-level recordkeeping. 

Preparation of Audited Financial Statements from October 2020  
Through at least September 2023 

 
227. Regarding the preparation of audited financial statements, the October 2020 PPM 

states, among other things, that:   

a. “The Fund will use commercially reasonable efforts to provide each 

Member with annual audited financial statements. . . .”; 

b. “The Fund will use commercially reasonable efforts to provide an annual 

report to Members that will be audited by the Fund’s independent public 

accountants within one hundred twenty (120) days following the close of 

each calendar year or as soon thereafter as practicable.”; 

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c. “Financial information contained in all reports to the Members will be 

prepared on an accrual basis of accounting in accordance with accounting 

principles generally accepted in the United States [GAAP].”; and 

d. “[Accounting Firm A] acts as the auditor for the Fund.” 

228. Moreover, the Operating Agreements, among other things, state that:   

a. “[T]he company shall use commercially reasonable efforts to prepare and 

make available to each Member financial statements of the Company and 

of the relevant Series, audited by the independent certified public 

accountant selected by the Manager, within 120 days after the end of each 

Fiscal Year, or as soon thereafter as practicable.”; 

b.  “Unless otherwise specified in this Agreement, all accounting terms used 

in this Agreement shall be interpreted and all accounting determinations 

hereunder shall be made in accordance with GAAP. . .”; and 

c. [T]he Manager . . . shall keep books and records pertaining to the 

Company’s and each Series’ affairs showing all of its assets and liabilities, 

receipts and disbursements, gains and losses, Members’ Capital Accounts 

and all transactions entered into by the Company and its Series.” 

229. A reasonable investor would have understood from these statements that BSG 

Management would take reasonable efforts to have financial statements prepared in accordance 

with GAAP for each Series and would have those financial statements audited. 

230. These statements regarding providing financial statements audited by an 

independent certified public accountant (“CPA”) were false and misleading. When Steven 

Baldassarra sought to hire Accounting Firm A for audit purposes for BSG Fund, he, or the 

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accounting staff under his supervision, ignored the firm’s request for financial information (e.g., 

a trial balance) that would allow it to complete the engagement process and begin audit work. On 

or about February 25, 2021, Steven Baldassarra terminated BSG Fund’s relationship with 

Accounting Firm A. No other accounting firm has been disclosed to investors as the auditor of 

the BSG Fund. BSG Management and the Baldassarras did not prepare financial statements for 

the BSG Fund or its Series in accordance with GAAP to be audited by Accounting Firm A or any 

other independent CPA.   

231. In addition, the 2023 Consolidated Financial Statements were not prepared in 

accordance with GAAP. Among other reasons, these financial statements were not consistent 

with GAAP because these financial statements did not include all the financial statements and 

related party disclosures required by GAAP, assets and income of the MCA Series were 

overstated, the income statement did not reflect the BSG Fund’s significant expenses, and they 

were not audited by an independent CPA.   

232. These statements regarding the preparation of audited financial statements were 

false and misleading when made and the Baldassarras knew or were severely reckless in not 

knowing, and should have known, that the statements were false and misleading. As alleged 

more fully above, the Baldassarras were the managers of BSG Management and, in that role, 

were familiar with the accounting practices of BSG Fund and each Series.  

233. These statements regarding the preparation of audited financial statements were 

material to investors because, among other things, a reasonable investor would want to know that 

BSG Fund was not being operated in accordance with its Operating Agreements and was not 

preparing audited financial statements to allow the profitability of each Series to be assessed. 

  

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vi. BSG Management, the Baldassarras, and Feingold Obtained Money 
or Property as a Result of Their Fraudulent Conduct. 

234. By means of certain of the false and misleading statements identified in the prior 

sections, BSG Management, the Baldassarras, and Feingold each, directly or indirectly, obtained 

money or property from investors. They received money or property from Broad Street Entities’ 

bank accounts, increases in the value of equity owned in projects funded by BSG Fund, and other 

forms of compensation. In addition, the Baldassarras and Feingold, via BSI, received a portion of 

the placement fees when BSG Fund securities were sold by Broker-Dealer by means of the false 

and misleading PPM and Pitch Decks. 

F. BSG Management, BSI, the Baldassarras, and Feingold Engaged in 
Deceptive Conduct in Violation of the Exchange Act and the Securities Act. 

235. In addition to the false and misleading statements and deceptive acts taken in 

connection with the payment of materially inflated returns to investors in two major BSG Fund 

Series identified above, BSG Management, BSI, the Baldassarras, and Feingold engaged in 

additional deceptive conduct as detailed below. 

i. All Defendants Engaged in Deceptive Conduct in Connection with the 
Tri-Party Agreement. 

236. BSG Management, the Baldassarras, Feingold, and BSI engaged in additional 

deceptive conduct in connection with the TPA. As alleged above, all Defendants entered into the 

TPA, which explicitly created cross-liability between BSG Fund Series, contrary to 

representations to investors. 

237. The TPA was entered into after the SEC issued a subpoena to BSG Fund seeking 

to verify the ownership of the investments funded by BSG Fund. While the TPA purports to be 

entered to “protect investors,” it does not. The TPA creates a lien on the assets of BSG Fund, 

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BSG Management, and BSI (not including the pre-IPO Series) to the extent necessary to satisfy 

BSG Fund’s investor obligations.   

238. The TPA creates a mechanism for repayment for a portion of BSG Fund Series 

investments by BSG Management and BSI.  However, this mechanism for repayment of BSG 

Fund assets improperly held by BSG Management, BSI, or other entities owned by the 

Baldassarras only applies to the assets of the real estate-related Series. The TPA does not transfer 

ownership of the assets back to BSG Fund.   

239. The BSG Fund investors are not parties to the TPA and the TPA has never been 

distributed to BSG Fund investors. As a result, the TPA can be amended at any time without the 

consent of or notice to BSG Fund investors. 

ii. All Defendants Caused BSG Fund Assets to be Held by Themselves or 
Entities They Controlled Instead of BSG Fund. 

240. From at least October 2020 through at least September 2023, the Baldassarras, 

acting through BSG Management, Feingold, and BSI also engaged in additional deceptive 

conduct by putting BSG Fund assets into accounts in their names or which they controlled. As 

alleged more fully above, nearly all the investor funds raised for BSG Fund were sent from BSG 

Fund’s bank accounts to BSG Management’s bank accounts or deposited into other bank 

accounts owned by the Baldassarras. The Baldassarras then used their control over those bank 

accounts to acquire certain investments ultimately held by them, BSG Management, or BSI. 

iii. The Baldassarras, Acting Through BSG Management, and BSI 
Disseminated False and Misleading Account Statements. 

241. From the beginning of the Relevant Period through at least March 2023, the 

Baldassarras, acting through BSG Management, and BSI also engaged in additional deceptive 

conduct by distributing false and misleading account statements regarding the BSG Fund. 

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242. With the assistance of outside vendors, BSG Management reported to investors 

their returns on their BSG Fund investment via account statements. For BSG Fund Series paying 

fixed returns, the account statements reflected the “ending balance” or the “equity balance” in 

the account as the amount invested by the investors plus earnings calculated based on the 

investors’ fixed preferred return percentage multiplied by the account balance less any 

withdrawals. For example, MCA Series investors who were promised 14% annual returns have 

received periodic account statements that show their principal amount plus returns calculated 

assuming a 14% annual return for the duration of their investments less any withdrawals. Based 

on this undisclosed methodology, these account statements show that the investments in BSG 

Fund have been profitable.  

243. In reality, BSG Management did not maintain Series-level financial statements 

reflecting that the fixed earnings shown on the investor statements are correct. Moreover, 

account statements provided to investors do not deduct the substantial amounts taken by 

Feingold, the Baldassarras, and BSG Management. In addition, when BSG Management pays 

redemptions to investors, redemptions are paid based on investor’s capital account balance that 

have not been reduced by the substantial operating expenses and amounts taken by Feingold, the 

Baldassarras, and BSG Management. 

244. From the inception of the BSG Fund through the fourth quarter of 2022, the 

account statements were compiled from periodic closing resolutions of BSG Fund, which are 

spreadsheets prepared by BSI’s back-office staff on behalf of BSG Fund that calculate the 

amounts invested, redemptions, and fixed investor obligations owed. The closing resolutions 

were reviewed and approved by the Baldassarras. 

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245. For at least the first quarter of 2023, the investor account statements were sent 

under the name of BSI and made available to investors through an electronic portal.  

iv. The Baldassarras, Acting Through BSG Management, Engaged in a 
Variety of Additional Courses of Deceptive Conduct. 
 

246. First, as alleged more fully above, throughout the Relevant Period, the 

Baldassarras, acting through BSG Management, also engaged in additional deceptive conduct by 

placing cash and assets of multiple Series in the same accounts. This commingling was contrary 

to representations made to investors, made it virtually impossible to trace the use of each Series’ 

assets, and facilitated the fraudulent scheme. Moreover, BSG Management did not maintain 

records of how much of the investor’s funds contributed to a Series were actually used by that 

Series to make investments that would generate the returns promised to the investor, or whether 

those funds were used to pay fees or other expenses or paid to redeeming investors. In other 

words, BSG Management did not have adequate systems or internal controls in place to permit 

tracking the use of investor funds by Series. 

247.  Second, BSG Management and the Baldassarras did not date when key 

documents were executed (relying instead on “effective” dates), such as the Series Schedules, 

TPA, and various promissory notes with related parties, making it unclear when those documents 

were actually created or implemented, and they do not have systems in place to track the amount 

of management fees that BSG Management may charge with respect to each Series, as the 

applicable fee provisions differ for some Series, including when certain Series LLC units are 

sold through a placement agent.. 

248. Third, as alleged more fully above, from approximately June 2021 through the 

present, the Baldassarras, acting through BSG Management, also engaged in additional deceptive 

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conduct by failing to invest funds raised for the QSBS Series in a manner that would qualify for 

tax-free treatment.  

249. Fourth, BSG Fund’s Offering Documents generically use the terms “Broadstreet,” 

“Broadstreet Global,” or “affiliates” without clearly identifying which Broad Street entity the 

materials are referring to. For example, an August 2022 MCA pitch deck date states: 

“Broadstreet has a sub-fund focused on investing in the merchant cash advance industry” and 

“Broadstreet recognizes that the merchant cash advance industry generates above market returns 

. . .”  Another example, in an undated Infrastructure pitch deck, called Passive Investing by 

Helping Homebuilders Convert Raw Land to Buildable Terrains, states: “Broadstreet Global and 

its affiliates currently are in process to develop more than 40 large projects.” 

G. BSG Management and the Baldassarras Breached their Fiduciary 
Obligations Under the Advisers Act. 

250. As alleged above, BSG Management, Joseph Baldassarra, and Steven Baldassarra 

were each an investment adviser to BSG Fund. As investment advisers, BSG Management, 

Joseph Baldassarra, and Steven Baldassarra owe their advisory client, the BSG Fund, a duty of 

loyalty, an affirmative duty of utmost good faith, and are obligated to provide full and fair 

disclosure of all material facts, have an affirmative obligation to employ reasonable care to avoid 

misleading their client, and have a duty to act in their client’s best interest.   

251. BSG Management and the Baldassarras, in violation of the Advisers Act, 

breached fiduciary duties they owed to BSG Fund by, among other things, as alleged above: (1)  

offering and paying inflated returns from BSG Fund’s assets; (2) transferring BSG Fund’s assets  

to bank accounts controlled by BSG Management, the Baldassarras, or others; (3) misusing BSG 

Fund’s assets to acquire investments held by their own (and Feingold’s) entities; (4) executing 

the TPA on behalf of both BSG Management and BSG Fund, which cannot give informed 

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consent; and (5) failing to operate BSG Fund in accordance with its operating agreements, 

including by creating cross-liability across multiple Series, commingling Series’ assets, failing to 

properly account for BSG Fund’s earnings and assets on a Series-by-Series basis, not preparing 

and making available financial statements prepared in accordance with GAAP, and not obtaining 

annual audits.  

H. Relief Defendants Received Proceeds or Own or Maintain Assets from 
Defendants’ Fraud to Which They Have No Legitimate Claim. 

252. As alleged above, Joseph Benjamin is the entity through which Joseph 

Baldassarra received approximately $65.7 million in payments from the Broad Street Entities’ 

bank accounts from at least January 1, 2020 through at least October 31, 2024. Joseph Benjamin 

has no legitimate claim to those funds. As a result, those funds should be returned to defrauded 

investors and to the BSG Fund. 

253. As alleged above, Just A Nice Day is the entity through which Steven Baldassarra 

received approximately $53.2 million in payments from the Broad Street Entities’ bank accounts 

from at least January 1, 2020 through at least October 31, 2024. Just A Nice Day has no 

legitimate claim to those funds. As a result, those funds should be returned to defrauded 

investors and to the BSG Fund. 

IV. CLAIMS FOR RELIEF 

First Claim for Relief 
Violations of Sections 17(a)(1) and (3) of the Securities Act 

(Against All Defendants) 
 

254. The Commission repeats and realleges Paragraphs 1 through 253 of this 

Complaint. 

255. Defendants, directly or indirectly, in the offer or sale of securities by the use of 

means or instruments of transportation or communication in interstate commerce or by use of the 

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mails, acting with the requisite state of mind: (a) employed devices, schemes, or artifices to 

defraud and (b) engaged in transactions, practices, or courses of business which operated or 

would operate as a fraud or deceit upon the purchaser. 

256. By engaging in the conduct described above, Defendants violated, and unless 

restrained and enjoined will continue to violate, Sections 17(a)(1) and (3) of the Securities Act 

[15 U.S.C. §§ 77q(a)]. 

Second Claim for Relief 
Violation of Section 17(a)(2) of the Securities Act 

(Against BSG Management, Joseph Baldassarra, Steven Baldassarra and Feingold) 
 

257. The Commission repeats and realleges Paragraphs 1 through 253 of this 

Complaint. 

258. BSG Management, Joseph Baldassarra, Steven Baldassarra, and Feingold, directly 

or indirectly, in the offer or sale of securities by the use of means or instruments of transportation 

or communication in interstate commerce or by use of the mails, acting with the requisite state of 

mind obtained money or property by means of untrue statements of a material fact or by omitting 

to state a material fact necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading. 

259. By engaging in the conduct described above, BSG Management, Joseph 

Baldassarra, Steven Baldassarra, and Feingold violated, and unless restrained and enjoined will 

continue to violate, Section 17(a)(2) of the Securities Act [15 U.S.C. §§ 77q(a)]. 

Third Claim for Relief 
Violations of Sections 10(b) of the Exchange Act and Rules 10b-5(a) and (c) 

(Against All Defendants) 
 

260. The Commission repeats and realleges Paragraphs 1 through 253 of this 

Complaint. 

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261. Defendants, directly or indirectly, in connection with the purchase or sale of a 

security, and by the use of means or instrumentalities of interstate commerce, of the mails, or of 

the facilities of a national securities exchange, knowingly and severely recklessly: employed 

devices, schemes, or artifices to defraud and engaged in acts, practices, or courses of business 

which operated or would operate as a fraud or deceit upon other persons. 

262. By engaging in the conduct described above, Defendants, directly and indirectly, 

have violated and unless enjoined, are reasonably likely to continue to violate, Section 10(b) of 

the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(a) and (c) [17 C.F.R. § 240.10b-5(a) and 

(c)] thereunder. 

Fourth Claim for Relief 
Violations of Sections 10(b) of the Exchange Act and Rules 10b-5(b) 

(Against BSG Management, Joseph Baldassarra, and Steven Baldassarra) 
 

263. The Commission repeats and realleges Paragraphs 1 through 253 of this 

Complaint. 

264. Defendants BSG Management, Joseph Baldassarra, and Steven Baldassarra, 

directly or indirectly, in connection with the purchase or sale of a security, and by the use of 

means or instrumentalities of interstate commerce, of the mails, or of the facilities of a national 

securities exchange, knowingly and severely recklessly made untrue statements of a material fact 

or omitted to state a material fact necessary in order to make the statements made, in the light of 

the circumstances under which they were made, not misleading. 

265. By engaging in the conduct described above, BSG Management, Joseph 

Baldassarra, and Steven Baldassarra, directly and indirectly, have violated and unless enjoined, 

are reasonably likely to continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 

78j(b)] and Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)] thereunder. 

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Fifth Claim for Relief 
Violations of Sections 206(1) and 206(2) of the Advisers Act 

(Against BSG Management, Joseph Baldassarra, and Steven Baldassarra) 
 
266. The Commission repeats and realleges Paragraphs 1 through 253 of this 

Complaint. 

267. Defendants BSG Management, Joseph Baldassarra, and Steven Baldassarra are 

investment advisers as defined by Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-

2(a)(11)]. 

268. Defendants BSG Management, Joseph Baldassarra, and Steven Baldassarra, while 

acting as investment advisers, directly or indirectly, by use of the mails or means and 

instrumentalities of interstate commerce, acting with the requisite state of mind: (a) employed or 

are employing devices, schemes or artifices to defraud clients or prospective clients; and (b) 

engaged in or are engaging in transactions, practices, or courses of business which operated as a 

fraud or deceit upon clients or prospective clients. 

269. By engaging in the conduct described above, Defendants violated, and unless 

restrained and enjoined, will continue to violate, Sections 206(1) and 206(2) of the Advisers Act 

[15 U.S.C. §§ 80b-6(1) and 80b-6(2)]. 

Sixth Claim for Relief 
Control Person Liability for BSG Management’s and BSI’s 

Violations of the Exchange Act 
(Against Feingold, Joseph Baldassarra, and Steven Baldassarra) 

270. The Commission repeats and realleges Paragraphs 1 through 253 of this 

Complaint. 

271. As alleged above, Defendant BSG Management violated Section 10(b) of the 

Exchange Act and Rule 10b-5 thereunder and Defendant BSI violated Section 10(b) of the 

Exchange Act and Rules 10b-5(a) and (c) thereunder. 

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272. Defendants Feingold, Joseph Baldassarra, and Steven Baldassarra, directly or 

indirectly, each controlled Defendants BSG Management and BSI by possessing, directly or 

indirectly, the power to direct or cause the direction of the management and policies of 

Defendants BSG Management and BSI through the ownership of voting securities, by contract, 

or otherwise, which resulted in Defendant’s BSG Management’s and BSI’s primary liability. 

273. Defendants Feingold, Joseph Baldassarra, and Steven Baldassarra, directly or 

indirectly, each exercised actual control over BSG Fund and BSI, by exercising their power to 

control the general affairs of BSG Fund and BSI, and exercised their power to control or 

influence the specific corporate policy of BSG Fund and BSI, which resulted in Defendant’s 

BSG Management’s and BSI’s primary liability. 

274. Defendants Feingold, Joseph Baldassarra, and Steven Baldassarra are each liable 

as a control person under Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for BSG Fund’s 

and BSI’s violations of the Exchange Act. 

275. By engaging in the conduct described above, Defendants Feingold, Joseph 

Baldassarra, and Steven Baldassarra, each violated, and unless restrained and enjoined, will 

continue to violate, Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)]. 

Seventh Claim for Relief 
Disgorgement from Relief Defendants – Pursuant to Section 6501 of the National Defense 

Authorization Act for Fiscal Year 2021, Pub. L. No. 116-283 and Equitable Principles 
(Against All Relief Defendants) 

 
276. The Commission repeats and realleges Paragraphs 1 through 253 of this 

Complaint. 

277. Each Relief Defendant obtained money, property, or assets that are the proceeds 

of, or are traceable to, the proceeds of the fraud and violations of the securities laws by 

Defendants. 

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278. Each Relief Defendant has no legitimate claim to these illicit proceeds or assets, 

having obtained the funds under circumstances in which it is not just, equitable, or conscionable 

for it to retain the funds or assets, and therefore each of them has been unjustly enriched. 

V. PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests the Court find the Defendants 

committed the violations alleged, and enter the following relief: 

A. Injunctions 

Enter an injunction, in a form consistent with Rule 65 of the Federal Rules of Civil 

Procedure, permanently restraining and enjoining Defendants and their agents, servants, 

employees, attorneys, and accountants, and those persons in active concert or participation with 

him or it, who receive actual notice of the Final Judgment by personal service or otherwise, and 

each of them, from engaging in transactions, acts, practices, and courses of business described 

herein, and from engaging in conduct of similar purport and object in violation of Section 17(a) of 

Securities Act [15 U.S.C. § 77q(a)]; Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and 

Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder; and Section 20(a) of the Exchange 

Act; and, as to Defendants BSG Management, Joseph Baldassarra, and Steven Baldassarra, 

Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C. §§ 80b-6(1) and 80b-6(2)]. 

Issue an order permanently enjoining Feingold, Steven Baldassarra, and Joseph 

Baldassarra, from directly or indirectly participating in the issuance, purchase, offer, or sale of 

any security, provided, however, that such injunction shall not prevent any of them from 

purchasing or selling securities for their own personal account. 

B. Disgorgement  

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Issue an order directing Defendants and Relief Defendants to disgorge all ill-gotten gains 

received, directly or indirectly, including prejudgment interest, derived from the acts or courses 

of conduct alleged in this Complaint. In addition, issue an order finding that Defendants 

Feingold, Joseph Baldassarra, and Steven Baldassarra, jointly and severally liable for 

disgorgement ordered against Defendants BSI and BSG Management. 

C. Civil Monetary Penalties 

Issue an order directing Defendants to pay civil money penalties pursuant to Section 

20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d) of the Exchange Act [15 

U.S.C. § 78u(d)], and, in addition, as to Defendants BSG Management, Joseph Baldassarra, and 

Steven Baldassarra, Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)]. 

D. Further Relief 

Grant such other and further relief as may be necessary and appropriate. 

E. Retention of Jurisdiction 

Issue an order retaining jurisdiction over this action and over Defendants in order to 

implement and carry out the terms of all orders that may be entered, or to entertain any suitable 

application or motion by the SEC for additional relief within the jurisdiction of this Court. 

DEMAND FOR JURY TRIAL 

The SEC hereby demands a trial by jury on any and all issues in this action so triable. 

Respectfully submitted,  

Dated: January 29, 2025 By: s:/ Christopher E. Martin 
Christopher E. Martin, Esq. 
S.D. Fla Bar No. A5500747 
(303) 844-1106 
[email protected] 

 
Terry R. Miller 
S.D. Fla. Bar No. A5503312 

Case 1:25-cv-20436-DPG   Document 8   Entered on FLSD Docket 01/30/2025   Page 63 of 64



 

64 
 

(303) 844-1041 
[email protected] 
 
Jacqueline M. Moessner 
S.D. Fla. Bar No. A5503301 
(303) 844-1031 
[email protected] 

      Attorneys for Plaintiff 
UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION 
1961 Stout Street, 17th Floor 
Denver, Colorado 80294 
(303) 844-1000 

Case 1:25-cv-20436-DPG   Document 8   Entered on FLSD Docket 01/30/2025   Page 64 of 64