Resolution no. 22703

Suspension, pursuant to Article 99, paragraph 1, letter b) of Legislative Decree no. 58/1998, of the offer to the public of financial products relating to "Investment Plans" referred to as "Silver Plan", "Gold Plan", "Diamond Plan" and "VIP Plan" - promoted by the so-called "Profitexpertsinc Ltd" also via the website https://profitexpertsinc.com

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 Consob’s supervisory activity, the website https://profitexpertsinc.com was found on the Internet, the contents of which were also available in Italian;

HAVING ESTABLISHED that through the website https://profitexpertsinc.com four "Silver Plan", "Gold Plan", "Diamond Plan" and "VIP Plan" are promoted;

HAVING ESTABLISHED that, based on the few information published on the website https://profitexpertsinc.com, the "investment plans" promoted through the same website https://profitexpertsinc.com would differ from each other in terms of the minimum and maximum deposit allowed as well as the percentage of "gain" they would assure to subscribers and the timing with which the "main return" would be assured to them, as follows:

• "Silver Plan": "20%", "Minimum: $ 100", "Maximum: $ 499", "Main return: Yes", "24 hours";
• "Gold Plan": "40%", "Minimum: $ 500", "Maximum: $ 4,999", "Main return: Yes", "48 hours";
• "Diamond Plan": "80%", "Minimum: $ 5,000", "Maximum: $ 10,000", "Main return: Yes", "4days";
• "VIP Plan": "160% a day", "Minimum: $ 10,000", "Maximum: unlimited", "24hours";

HAVING ESTABLISHED that on the website https://profitexpertsinc.com it is specified that the "investment plans" would not involve, for the user, "NO WITHDRAWAL COSTS [...] NO TAX COSTS [...] NO DEPOSIT FEES".;

HAVING ESTABLISHED that, after registering with the website https://profitexpertsinc.com through a procedure freely available also to Italian users, it was possible to access the personal area where the features dedicated to the purchase of one or more "Investment Plans" are available;

HAVING ESTABLISHED that the so-called "Profitexpertsinc Ltd", mentioned in https://profitexpertsinc.com, has not answered the requests for information made by Consob and transmitted to the e-mail address found on the website https://profitexpertsinc.com;

HAVING ESTABLISHED that the above transaction is presented as an investment opportunity;

HAVING REGARD TO the fact that, according to the definition under Art. 1, para. 1, letter t) of Consolidated Law on Finance 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";

WHEREAS the elements of the public offer 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 article 1, paragraph 1, letter u), of the Consolidated Law on Finance, both the typified features 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 to these financial products and a description in uniform and standardised terms of the main details thereof;

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

HAVING ESTABLISHED that the subject of the contract proposal conveyed through the website https://profitexpertsinc.com, would appear to have such characteristics that would lead the described "investment plans", in the list of financial products, sub-category "form of investment of a financial nature";

WHEREAS in fact, in this specific case, according to Consob's consolidated approach, the elements that qualify the notion of "investment of a financial nature" seem to be present, given the ascertained coexistence: (i) of an investment of capital; (ii) of a promise/expectation of return of a financial nature; (iii) of the assumption of a risk connected to the investment of capital;

WHEREAS the structure of the transaction in question entails that a) the purchaser uses their capital for the subscription of one or more "Investment Plans" among those indicated on the website https://profitexpertsinc.com; b) by virtue of such subscription, investors are offered a variable return in relation to the "Investment Plan" subscribed by each user without the same users being required to conduct any further activity; c) with consequent assumption of a risk related to the use of the invested capital;

HAVING ESTABLISHED, therefore, that the aforementioned return is allegedly paid for the use of the investor’s capital;

WHEREAS, consequently, the legal reason for the contracts offered via the website https://profitexpertsinc.com can be deemed to be the production of a financial return as consideration for the use of capital paid-in by the recipient of such return, (who, therefore, contributes their own money with an expectation of profit, namely, an increase in the cash invested, "investment purpose");

CONSIDERING, therefore, that, with regard to the existence of the requirement referred to under letter a), namely, that the offer in question may be classified as a "financial product", the investment offered, including through the website https://profitexpertsinc.com, based on the above, appears to qualify as an "investment of a financial nature";

HAVING ESTABLISHED that the above informative content on the website https://profitexpertsinc.com provides a consistent representation of the features of the investment proposals, such as to place retail investors in a position to assess whether or not to join the initiative;

HAVING ESTABLISHED, therefore, that the requirement set out under letter b) is also met;

HAVING ESTABLISHED, moreover, that there are elements lead us to believe that the offer in question is also aimed at the public resident in Italy, since the contents of the website https://profitexpertsinc.com were available in Italian and, as part of the checks carried out on said website, the absence of mechanisms aimed at limiting or excluding registration to the same domain by users connected to the web from Italy/through Italian IP addresses was found;

HAVING ESTABLISHED that, with regard to the initiative in question, a complaint was also received from an Italian investor who: transmitted a copy of the conversations, in Italian, with an operator of the website https://profitexpertsinc.com; claimed to have suffered financial losses in connection with the initiatives promoted on the website https://profitexpertsinc.com;

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

HAVING ESTABLISHED, therefore, that the activity carried out by the so-called "Profitexpertsinc Ltd" has the features of an offer of financial products to the public, as defined above;

HAVING REGARD TO article 94-bis of the Consolidated Law on Finance, paragraph 1, which establishes that "parties who intend to make an offer to the public of financial products other than securities and shares or units of open UCITS must publish a prospectus in advance. To this end, an application must be submitted to Consob for approval, with the draft attached. The prospectus cannot be published until it has been approved by Consob pursuant to article 95, paragraph 1, letter b). ...".

HAVING ESTABLISHED that, in relation to the described activity, the prospectus intended for publication has not been sent to Consob;

HAVING likewise ESTABLISHED the non-existence of any of the exemptions - provided by the combined provisions of article 100 of the Consolidated Law on Finance and article 34-ter of Consob Regulation no. 11971/1999 ("Issuers’ Regulation") - from enforcement of the rules on solicitation of public savings set forth by articles 93 bis et seq. of the Consolidated Law on Finance;

WHEREAS, therefore, there is a well-founded suspicion of the promotion of an offer to the public of financial products in breach of the laws and regulations on this subject and the offer to the public of the financial products in question is still ongoing;

HAVING REGARD to Article 99, paragraph 1, letter b) of the TUF, according to which Consob: "may suspend as a precautionary measure, for a period not exceeding ninety days, the offer concerning financial products other than those referred to in letter a) [i.e. securities], in the event of a well-founded suspicion of violation of the provisions of this chapter or of the related implementing rules";

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

RESOLVES:

To suspend, as a precautionary measure, for a period of 90 days, the offer to the public resident in Italy regarding "Investment Plans" known as "Silver Plan", "Gold Plan", "Diamond Plan" and "VIP Plan" carried out by the so-called "Profitexpertsinc Ltd" including through the https://profitexpertsinc.com website.

This Resolution shall be brought to the attention of the all the concerned parties and 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.

18 May 2023

THE CHAIRMAN
Paolo Savona