Resolution no. 21737

Suspension, pursuant to article 99, paragraph 1, letter b) of Legislative Decree no. 58/1998, of the public offering concerning investments of a financial nature made by "QubitTech Corporation" through the www.qubittech.dev website

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 ("Consolidated Law on Finance") and subsequent amendments and supplements;

HAVING ESTABLISHED that, as a result of Consob’s supervisory activity, the presence was noted on the web of the www.qubittech.dev website, which is also available in Italian and can be traced, according to what it states on the site, to the Estonian company "QubitTech Corporation". The same website also contains the Certificates of Incorporation of companies with different names, established in the United Kingdom, Thailand and the British Virgin Islands;

HAVING ESTABLISHED THAT on the www.qubittech.dev website, among other things, the underwriting of so-called "digital licenses" is promoted at a "fixed price" - represented in tether (USDT) - to be paid using the further cryptocurrencies bitcoin (BTC) and ether (ETH) as a means of payment. In particular, "Bronze", "Bronze+", "Silver", "Silver+", "Gold", "Gold+", "Platinum" and "Platinum+" digital licenses are offered at a variable price, from a minimum of USDT 100.0 to a maximum of USDT 100,000.0, depending on the type of "license" underwritten. The "premiums" and "bonuses" related to the aforementioned "digital licenses" are calculated as a percentage of the paid-in capital and are allegedly paid daily. In particular, the website states that: "The total premium for any digital license is limited to 250%. After reaching the 250% target result, the digital license is automatically deactivated" and " The daily reward is a variable percentage (up to 2% per day)". The monthly and daily returns achieved are then highlighted and the expected returns for 2021 advertised;

HAVING ESTABLISHED that in addition to the investment opportunity described above, there is also the possibility of receiving additional revenues linked to the creation of an "affiliation network", which are duly defined and originate, according to the indications on the site, from the "platform resources received through cryptocurrency market transactions";

HAVING ALSO ESTABLISHED that the company has not provided any response to the requests for information made by Consob;

HAVING ESTABLISHED that the structure of the operation is presented as an investment opportunity, as the initiative promoted by "QubitTech Corporation" would appear to offer potential clients the possibility of using a sum of money for the purchase of so-called "digital licenses", in order to receive a final return equal to 250% of the amount paid-in, within a period that is not precisely defined but can be inferred from the monthly and daily returns achieved ("Average daily results +0.84%" and a "Monthly Result Up to 25% in USDT") and the expected returns for 2021 advertised on the site ("Average result on digital licenses up to 21%" indicated among the "2021 targets");

HAVING REGARD TO the fact that, according to the definition under article 1, paragraph 1, letter t) of the Consolidated Law on Finance, a "public offering of financial products" must be understood to mean "any communication addressed to the public, in whatsoever form and with whatsoever means, that presents sufficient information on the conditions of the offer and the financial products offered as to enable an investor to decide to purchase or underwrite such financial products, including placement through licensed parties".

WHEREAS the constituent elements of the public offer relevant for the purposes of the above provision can be summarised as follows:

the fact that the activity involves "financial products", a category that includes - pursuant to article 1, paragraph 1, letter u), of the Consolidated Law on Finance - both the standard features of "financial instruments" and "every other form of investment of a financial nature";

the existence of communication intended to persuade investors to purchase or underwrite these financial products and, consequently, including at the very least a description of their main characteristics;

the fact that the communication in question is directed towards Italian residents;

WHEREAS the notion of an "investment of a financial nature" implies the presence of three elements at the same time: (i) an investment of capital; (ii) an expectation of a return of a financial nature; (iii) the assumption of a risk directly connected and related to the investment of capital;

WHEREAS the structure of the transaction in question requires (i) a participant to use their own capital (b) for the purpose of obtaining a predefined return, expressed as a percentage and calculated on the capital contributed by the investor in which (c) a potential financial risk is inherent;

HAVING ESTABLISHED, that the aforementioned return would be paid by "QubitTech Corporation" against the use of the investor’s capital, and that it would be related exclusively to the amount paid, the user not being asked to undertake any activity other than the mere contribution of capital;

WHEREAS the legal reason for the negotiating proposal may be considered to be the production of a financial return as consideration for the use of capital transferred by the recipients of this return, who, therefore, transfer their own money with the expectation of a profit, namely, the increase in the cash invested;

CONSIDERING 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 offered by "QubitTech Corporation", based on the foregoing, qualifies as an "investment of a financial nature";

HAVING ESTABLISHED that the initiative in question is promoted in standardised and uniform terms, through a presentation that contains a representation of the features of the investment that is such as to place investors in a position to decide whether or not to participate in the actual initiative, but without the possibility for an individual investor to intervene in drawing up the contractual agreement;

CONSIDERING therefore, that the requirement set out in letter b) is also met;

HAVING ESTABLISHED that the offering made through the www.qubittech.dev website is ongoing and also aimed at Italian investors, as highlighted in the actual website, as it is also available in Italian, and moreover it is possible for users connecting from Italy to register on the www.qubittech.dev site;

HAVING ESTABLISHED that a sales scheme is also promoted through the abovementioned website which offers a user the possibility of earning money by recruiting further participants in the initiative and that this scheme is suitable to also disseminate the offer of financial products among Italian investors;

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

CONSIDERING, therefore, that the activity carried out by "QubitTech Corporation" to promote investments of a financial nature has the characteristics of a public offering of financial products as defined above;

HAVING REGARD TO article 94, paragraph 1, of the Consolidated Law on Finance, pursuant to which "Anyone intending to make an offer to the public must publish a prospectus in advance. To that end, for offers concerning EU financial instruments for which Italy is the Member State of origin 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 ALSO ESTABLISHED that, based on current evidence, the offering in question does not appear to fall into any of the exemptions - contemplated by the combined provisions of articles 100 of the Consolidated Law on Finance and article 34-ter of Consob Regulation no. 11971/1999 - from enforcement of the rules on "solicitation of public savings";

WHEREAS, therefore, there is a well-founded suspicion of the promotion of a public offering of financial products in breach of the aforesaid legislation and 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: ... b) suspend the public offering as a precautionary measure for a maximum of ninety days of products other than those specified under letter a) [i.e., Community financial instruments], in the event of a well-founded suspicion of infringement of the provisions of this chapter or the related implementation regulations";

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

R E S O L V E S:

That the activity of offering to the public resident in Italy set up by "QubitTech Corporation" through the www.qubittech.dev website, is suspended, as a precautionary measure, 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.

25 February 2021

THE CHAIRMAN

Paolo Savona