Resolution no. 21148

Suspension, pursuant to article 99, paragraph 1, letter b) of Legislative Decree no. 58/1998 ('Consolidated Law on Finance') of the public offering concerning the initiative entitled "Omega Best" undertaken by Expedite Spzoo through the website https://omega.best

LA COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA
[THE NATIONAL COMMISSION FOR COMPANIES AND THE STOCK EXCHANGE]

HAVING REGARD TO Law no. 216 of 7 June 1974 and subsequent amendments and supplements;

HAVING REGARD TO Legislative Decree no. 58 of 24 February 1998 and subsequent amendments and supplements ('Consolidated Law on Finance');

HAVING ESTABLISHED that, as a result of the supervisory activity carried out by Consob, evidence has been acquired on the performance of an activity that consists in proposing, even to persons residing in Italy, that investors invest their money to purchase advertising packages called "Active Boxes" in exchange for potentially high returns;

HAVING ESTABLISHED that the sitehttps://omega.best, linked to Expedite Spzoo with alleged offices in Poland, states that "Omega Best" offers “a modern method of earning online”. In particular, the site states that "the Active Box package is a unique blend of market research, advertising services and tasks that ... increases your profits, makes your business grow”;

HAVING ESTABLISHED that by registering to this site from an Italian IP an Italian user can access some subsections, including a reserved “backoffice” area in Italian, dedicated to the initiative called "Omega Best”. The aforementioned "advertising packages" offered by Expedite Spzoo can be purchased through this reserved area. The purchase of these "Active Boxes" can be made in euros through various payment methods, including bank transfer: when selecting this option, users are shown the Polish payee company, "Jax Pay Spzoo", payment can also be made in Bitcoin or in "Bits Bonds" a currency of exchange used "by the Omega company" whose value is one euro;

HAVING ESTABLISHED that this initiative is sponsored on the internet, where some details on its modes of operation are provided, with videoclips. In particular, having regard to the return, these details advance the possibility of "earning passive returns even without networking“ by choosing two types of "Active Box “called ” Active Box 6 months" and “Active Box 12 months“, which would enable purchasers to obtain a daily “passive return” of 0.71% (for six months) and 0.42% (for 12 months), once web marketing activities have been carried out.

On this point it is also specified that if the user does not intend to carry out the web marketing activities, the daily "return“ linked to the two" Active Boxes" would be 0.355% (for six months) and 0.21% (for 12 months);

HAVING ESTABLISHED that there is also the possibility of receiving extra bonuses, linked to an affiliation plan, related to these investments linked to the purchase of "Active Boxes“;

HAVING FURTHER ESTABLISHED that no substantial response was provided to the requests made by Consob;

HAVING ESTABLISHED that the structure of the transaction is presented as an investment opportunity, since the initiative promoted by Expedite Spzoo would seem to offer users the opportunity to buy advertising packages to receive periodic returns, dependent or otherwise on the task of viewing a certain number of ads per day, or of completing a survey and commenting on an article;

HAVING REGARD TO the fact that, according to the definition under Art. 1, para. 1, letter t) of Leg. Decree no. 58/1998, a "public offering [of financial products]” ) ” must be understood to mean ““ any invitation to offer or promotional message, in whatsoever form addressed to the public, whose objective is the sale or subscription of financial products including the allocation through authorised people;”'

HAVING CONSIDERED that the elements of the public offering relevant for the purposes of this provision can be summarised as follows:

a) the fact that the activity involves a specific or several specific 'financial products', a category that includes - pursuant to Art. 1, para. 1, letter u), of the Consolidated Law on Finance, both the typified characteristics of “financial instruments” and “every other form of investment of a financial nature“;

b) the existence of a communication intended to persuade investors to purchase or subscribe one or more specific financial products and, consequently, including at the very least a description of their essential characteristics and conditions;

c) the representation of the offering in uniform and standardised terms and the consequent impossibility for the individual investor to intervene in the formation of the contractual agreement and on the subsequent use of the money paid;

d) the fact that the offering in question is directed towards Italian residents;

CONSIDERING THAT then notion of an investment of a financial nature implies the presence of three elements at the same time: (i) an investment of capital; (ii) a promise/expectation of return of a financial nature; (iii) the assumption of a risk connected to the investment of capital.

CONSIDERING that the structure of the operation in question envisages that (a) the user uses their own capital for the purchase of advertising packages (b) by virtue of the aforesaid purchase is promised a predetermined return (c) resulting in the assumption of a risk related to the use of the capital entrusted;

HAVING ESTABLISHED, therefore, that the aforementioned return would be paid against the use of the investor's capital and that the return is related to the amount paid for the purchase of Active Box, rather than to the number of views, considering that the user may also not carry out any web marketing activity;

HAVING CONSIDERED, consequently, that the consideration in the contract in question can be linked to the production of a financial return as fee for the use of capital transferred by the recipients of this return, who, therefore, invest their own money with the expectation of profit;

HAVING CONSIDERED therefore, that, with regard to the existence of the requirement referred to in letter a), namely, that the offering in question can be classified as a 'financial product', the investment considered, based on the foregoing, appears to qualify as an “investment of a financial nature”';

HAVING ESTABLISHED that the initiative named “Omega Best” has been promoted in standardised and uniform terms, through a presentation of the initiative that contains a representation of the characteristics of the investment scheme in such a way as to render the investor capable of deciding whether or not to subscribe to it;

HAVING ESTABLISHED therefore, that the requirement set out in letters b) and c) is met;

HAVING ESTABLISHED that the offering made through the website is ongoing and also addressed to Italian investors, as the site is also available in Italian and it is possible to register to the site through an Italian IP. There is also a Multi Level Marketing system that guarantees commission to affiliates who recruit new subjects, to be included in the distribution chain at a lower level, con sales made by the latter. Finally, the "Omega Best“ initiative was also promoted through an event that took place at a hotel in Italy;

HAVING ESTABLISHED therefore, that the requirement set out in letter d), is met, since the offering in question is aimed at the public resident in Italy;

HAVING ESTABLISHED, in consequence, that the "Omega Best“ initiative set up by Expedite Spzoo to promote the purchase of advertising packages seems to constitute a public offering of financial products as defined above;

In this regard, paragraph 1 of article 94 of the Consolidated Law on Finance prescribes that: “Persons intending to make a public offer shall publish a prospectus in advance.” To that end, for offers concerning EU financial instruments for which Italy is the founder Member State and for offers of financial products other than EU financial instruments, they shall provide prior notification to CONSOB enclosing the prospectus intended for publication. The prospectus cannot be published until it has been approved by Consob”;

HAVING ESTABLISHED that, in relation to the activity described, neither prior notification nor the information prospectus intended for publication were sent to CONSOB;

HAVING ESTABLISHED that, on the basis of current evidence, the offering in question does not qualify for any of the exemptions - contemplated by the combined provisions of Art. 100 of Legislative Decree no. 58/98 and Art. 34-ter of CONSOB Regulation no. 11971/98 - from enforcement of the rules on 'solicitation of public savings';

CONSIDERING, therefore, that there is a well-founded suspicion of the promotion of a public offering of financial products in breach of that legislation and that the public offering of the financial products in question is still ongoing;

HAVING REGARD to Article 99, paragraph 1, letter b) of the Consolidated Law on Finance, on the basis of which Consob: "may suspend as a precautionary measure, for a maximum ninety days, the offering of products other than those specified under letter a)[i.e., Community financial instruments]in the event of a well-founded suspicion of violation of the provisions of this chapter or the related regulations”;

CONSIDERING that, given the existence of the above conditions, there is an urgent need to adopt the measure identified above;

RESOLVES:

As a precautionary measure, the activity of offering to the public resident in Italy (of the product called) "Omega Best" linked to the purchase of advertising packages called Active Boxes", undertaken by Expedite Spzoo through the website https://omega.best. is suspended for a period of 90 days.

This Resolution shall be brought to the attention of the person with whom it is concerned and will be published in the Consob Bulletin.

This measure may be appealed before the Regional Administrative Court of Lazio within 60 days of the date of service.

November 13^th, 2019

THE CHAIRMAN
Paolo Savona