A few days ago BehindMLM published a review on BigWhale.

We found the a typical MLM crypto Ponzi scheme, with a potential link to a publicly traded Canadian firm being an interesting twist.

Being outed for committing securities fraud and running a Ponzi scheme has evidently terrified whoever is running BigWhale, such they sent in a “legal notice” earlier today.

It’s been a while since I’ve publicly dressed down crypto scammers pretending they’re above the law. Let’s get into it.

BigWhale’s “legal notice” was sent in by “Jeroen M.”, who claims to be a “legal representative” for BigWhale.

LEGAL NOTICE

This letter is in response to content published on your website, BehindMLM.com, about our company, “BigWhale.io”, as well as a Canadian citizen, “Marianna Vilchez”, and a Canadian company, “Quizam Media Corp” (CNSX Ticker: QQ), at the following URL (“Your Website”):

Bigwhale Review: BNB staking Ponzi scheme

We would like to make clear the following facts and statements regarding the content published about the aforementioned individual & companies:

1. Marianna Vilchez is a Canadian citizen, who works for a Canadian company, Quizam Media Corp.

2. Marianna Vilchez works part-time as a media relations / public relations / social media manager for numerous clients on an online platform.

She is not a full time employee of BigWhale.io – she has no legal contract with BigWhale.io, furthermore, the only relation between her and BigWhale.io is through the online platform where she offers said services to numerous other customers.

3. Quizam Media Corp., a publicly traded company with the stock ticker QQ on the Canadian Securities Exchange (a stock exchange operated by CNSX, Inc, domiciled in Canada), where Marianna Vilchez is employed, also has absolutely no relation with BigWhale.io, no legal contract, no form of contact, or any business or any form of relation with BigWhale.io and its owners at all.

4. As such, in the view of the facts above, we would like to notify BehindMLM.com, its web hosting provider, Google LLC, as well as its advertising partner, also Google LLC (Google Ads) and GoDaddy, Inc (Domain Registrar for BehindMLM.com) – that the content published about Marianna Vilchez and Quizam Media Corp is in violation of Canadian defamation / libel law, as it is not only factually incorrect and misleading, but also meets the following criteria to be deemed as defamation / libel under both common and civil defamation laws of Canada.

Now, the problem here is that BehindMLM never definitively tied Quizam Media Corp to BigWhale. In fact we categorically stated in our review;

Whether anyone else from Quizam Media Corp is involved in BigWhale is unclear.

I don’t have any evidence anyone from Quizam Media Corp beyond Vilchez is involved in BigWhale.

What we did was discover one of Quizam Media Corp’s employees was introducing herself as a BigWhale executive, specifically from BigWhale’s “Media Relations Department”, in official BigWhale marketing videos.

These are statements of fact. And given these facts it’s perfectly reasonable to ask and explore whether there’s a potential link between Mairianna Vilchez’s two employers – especially given the common CBD link.

Oh and of course combining statements of fact with reasonable follow up questions is hardly defamatory.

Furthermore, as far as the content relates to “BigWhale.io”, which is owned and operated by a Switzerland based company and thus falls under Swiss laws & jurisdiction, the following statements are a cordial, friendly rebuttal as well as a legal notice to demonstrate that the content published on your website, about BigWhale.io, is also misleading and factually incorrect on multiple fronts:

7.1 – BigWhale.io nor its parent company, has never claimed to provide “banking services” to its clients.

BigWhale.io is a Decentralized Finance (DeFi) platform, which offers staking and lending services on the Binance Smart Chain and Binance’s native token, BNB Coin – and it markets itself as a “DeFi Bank”, wherein, “DeFi” stands for “Decentralized Finance”.

BigWhale doesn’t provide banking services you say?

This is from BigWhale’s whitepaper, accessed on July 24th, 2023:

And this is from BigWhale’s website FAQ, again accessed on July 24th, 2023:

You can pretend otherwise, but BigWhale clearly represents itself to be a bank that helps third-parties circumvent financial laws and regulations.

This is from BigWhale’s whitepaper, again accessed on July 24th, 2023;

Probably not smart to publicly admit to circumventing financial laws and money laundering, but I digress.

7.2 – BigWhale.io has been audited by Certik.com, the industry leading auditor of smart contracts, tokens, DeFi platforms and all sorts of cryptocurrency businesses / projects.

Cool. With respect to securities law in the US and Canada, a Certik audit is meaningless.

7.3 – BigWhale.io cannot legally disclose (and is under no obligation to) the details, names, addresses and any personal or private information of the clients it works with – this is applicable to both its investors, as well as borrowers.

Under US and Canadian law offers of securities are required to register with financial regulators. In British Columbia this is the BCSC. In the US this is the SEC.

As part of legal operations, BigWhale is required to file period audited financial reports. In these reports details of business operations are legally required to be disclosed, which might include client information.

7.4 – BigWhale.io is under no obligation to disclose the personal information / private details of its staff members, founders / owners.

By way of it offering securities and having to register with financial regulators, BigWhale is legally required to disclose information about its “founders/owners” with the BCSC, SEC and consumers.

7.5 – Neither BigWhale.io – nor Quizam Media Corp – both of which are completely unrelated companies in two different jurisdictions – have anything to do with securities, and as such, they have nothing to do with the British Columbia Securities Commission as stated on your website.

BigWhale.io as stated above, is a cryptocurrency financial services company, and Quizam Media Corp is a company which is involved in training and consulting services, marketing services, film production and cannabis retail sales – neither of these two companies have anything to do with securities.

We didn’t definitively link Quizam Media Corp to BigWhale so we’ll give them the benefit of the doubt on offering unregistered securities.

With respect to BigWhale, it should be noted that securities law between the US and Canada is materially the same – if you’re offering securities you need to be registered with the SEC and/or Canadian financial regulators (each province has its own securities regulator).

Acknowledging that, I’ll approach the issue of BigWhale offering securities with respect to US law as it’s simpler.

Under US law, a security is determined to exist if an offering constitutes an “investment contract”.

An “investment contract” is determined via the Howey Test.

The U.S. Supreme Court’s Howey case and subsequent case law have found that an “investment contract” exists when there is the investment of money in a common enterprise with a reasonable expectation of profits to be derived from the efforts of others.

With respect to BigWhale, consumers invest cryptocurrency on the promise of advertised passive returns, purportedly derived via providing banking services to undisclosed third-parties.

Thus having satisfied the Howey Test, we can conclude BigWhale is offering securities.

8 – The content published on your website goes on to state the following factually incorrect, misleading and defamatory statements:

8.1 – “BigWhale has no retailable products or services. Affiliates are only able to market BigWhale affiliate membership itself.”

Rebuttal: BigWhale.io is an online cryptocurrency platform, specifically a DeFi app which runs on the Binance Smart Chain, with a fully public, verified smart contract, audited by industry leading auditor Certik.com, and to date, has paid out more in interest than it has taken in as deposits from its users / investors – a verifiable fact which can be confirmed by any individual as all of this data exists publicly on the Binance Smart Chain and can be confirmed with a tool such as BSCscan.com which is a Binance Smart Chain block explorer.

BigWhale.io only offers its affiliate program as a promotional incentive, and states that it, along with the interest rate it offers to its crypto investors, are not fixed but rather may change depending on market conditions. This is stated on the website, in the documentation, and in numerous other channels.

Nothing in your rebuttal addresses the fact BigWhale has no retailable products or services. Or that BigWhale affiliates are only able to market BigWhale affiliate membership itself.

As for “paying out more than has been invested”, that’s not a verifiable claim BigWhale can make without legally required audited financial reports.

8.2 – “BigWhale represents it generates external revenue by illegally providing banking services to high-risk clients”

“No evidence of BigWhale’s alleged illegal banking services is provided. Nor does the company name any of its clients.”

“If Quizam Media Corp or its employees are running BigWhale, that could point to money laundering taking place.”

“Neither BigWhale, Quizam Media Corp or Vilchez are registered with the British Columbia Securities Commission.”

“At a minimum, this means BigWhale and Vilchez are committing securities fraud.”

“Instead of operating legally, BigWhale provides meaningless marketing documents to its investors:”

“The Vilchez Quizam Media Corp CBD link aside, BigWhale is otherwise running an obvious Ponzi scheme.”

“New investors sign up and invest BNB, and those funds are used to pay earlier investors. It’s the classic crypto “staking” Ponzi model we’ve seen time and time again.”

8.3 – All of the statements from the content published on your website as quoted in point 8.2 above, are 100% entirely inaccurate, false, misleading and factually inaccurate on all fronts.

Your content insinuates that BigWhale.io and Quizam Media Corp are linked together, which is entirely false.

You further state that, “At a minimum, BigWhale and Vilchez are committing securities fraud” – as stated earlier, BigWhale does not deal in any securities whatsoever, as it deals in cryptocurrency only – moreover, we have already stated Miss Vilchez, has absolutely nothing to do with BigWhale, and is a full time employee of Quizam Media Corp, which in turn has nothing to do with BigWhale, and neither Quizam Media Corp, BigWhale, nor Miss Vilchez offer or deal in any kind of securities.

BehindMLM was very clear in not definitively linking Quizam Media Corp. We flat out admitted we had no evidence linking the two companies.

What we were careful to cover was the possibility and legal ramifications, which is reasonable given Vilchez’s common employment between the two companies and the CBD commonality.

As for “BigWhale does not deal in any securities whatsoever, as it deals in cryptocurrency only”, we’ve already established that, as per the Howey Test, BigWhale is offering (unregistered) securities.

There are no exemptions for cryptocurrency under US or Canadian securities law.

And as for “Miss Vilchez, has absolutely nothing to do with BigWhale”, Vilchez appears in official BigWhale marketing videos.

In these videos, Vilchez introduces herself as being “from BigWhale’s Media Relations Department”.

Clearly Vilchez has something to do with BigWhale. Any assertion to the contrary is clearly false.

8.4 – Your content goes on to state that, “If Quizam Media Corp or its employees are running BigWhale, that could point to money laundering taking place.” – Quizam Media Corp is a publicly traded company (CNSX:QQ) and is subject to Canadian law as well as their employee, Marianna Vilchez, a Canadian citizen.

Marianna Vilchez works as a freelancer part-time and offers her media relations and press release and other services on an online freelancing platform, that is the extent to which she has worked with BigWhale.

That’s good to know. Vilchez being a Canadian makes her subject to Canadian law. Promoting unregistered securities is illegal in both Canada and the US as per their respective securities law.

BehindMLM maintains that appearing in BigWhale marketing videos and holding herself out to represent BigWhale’s Media Relations Department”, ties Vilchez to promotion of unregistered securities.

Jeroen M. went on to make the usual “take the evidence down or else!” threats. Which of course we won’t be acting on.

At a bare minimum BigWhale is committing securities fraud in both the US and Canada.

In the absence of legally required audited financial reports proving the existence of external revenue generation, the only verifiable source of revenue entering BigWhale is new investment.

The use of new investment to pay BigWhale’s “staking” returns would make it a Ponzi scheme.

In addition to leaving his legal notice as a comment on our BigWhale review (it wasn’t published as it’s too long for comments), Jeroen M. contacted BehindMLM through our contact form.

Jeroen M. requested an email address he can send his legal notice to.

I’ve provided him with my email address, requesting he email in his notice so I can forward it to the BCSC and SEC for further investigation.

 

Update 1st August 2023 – Making a point to note that I never received a reply from “Jeroen M.”.

 

Update 3rd October 2023 – BigWhale has collapsed.