SOS Venture

January 27, 2022 ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT SEC ADVISORY The Commission has received information that individuals or group of persons representing an entity named SOS VENTURE are enticing the public to invest their money in the said entity with the promise of high monetary rewards or profits. Information gathered from the Facebook (FB) Page of SOS VENTURE shows that the said entity operated by its CEO/Owner DEONNAR C. DAVID , has been inviting the public to invest in its Products Incentive Program for a capital amount of Php500.00 for Starter Package, Php5,000.00 for Regular Package, and Php50,000.00 for Pioneer Package with a promise of receiving the following: (1) freebies (coffee products); (2) discounts on products incentives program for a certain number of days; and (3) a daily products-incentive income depending on the packages availed of. In the same FB Page, SOS VENTURE advertised the S.O.S Ways to Earn as follows: (1) 20%/40%/80% Products Incentives Program; (2) 10% Referral Rewards; (3) 20% Sales Matched Rewards; (4) 1% up to 2nd-5th Level Indirect Referral Rewards; (5) 20%/40%/80% Reactivation Product Incentives Rewards; (6) Cryptocurrency/SOS Coin Buy & Sell/Merchant, and NFT/E-Games and more. In the Facebook page SOS VENTURE Official , Deonnar David posted and advertised the amount of money that a member may get depending on the package availed of and subject to the following compensation plan, as shown below: 1.) Starter Package (Php500) a member will get the following: (a) 1 bottle of 10ml Chill Amore; (b) Binary Commission equivalent to Php50 as Direct Referral Bonus, Php5 Indirect Referral Bonus (2nd-10th level) and Php100 Pairing Bonus (5 Pairs/day); and (c) Venture Bonus equivalent to 20% (Php600) in 30 days. 2.) Regular Package (Php5,000) a member will get the following: (a) 10 bottles of 10ml Chill Amore; (b) Binary Commission equivalent to Php500 as Direct Referral Bonus, Php50 as Indirect Referral Bonus (2nd-10th level), Php1,000 as Pairing Bonus (5 Pairs/day); and (c) Venture Bonus equivalent to 40% (Php7,000) in 30 days. 3.) Pioneer Package (Php50,000) a member will get the following: (a) 100 bottles of 10ml Chill Amore; (b) Binary Commission equivalent to Php5,000 as Direct Referral Bonus, Php500 as Indirect Referral Bonus (2nd-10th level), Php10,000 as Pairing Bonus (5 Pairs/day); and (c) Venture Bonus equivalent to 80% (Php90,000) in 30 days. Further, investigation reveals that SOS VENTURE through its CEO Deonnar C. David is offering to the public a cryptocurrency called "SOS Token" which may be used to purchase goods and/or services of SOS VENTURE business partners and retailers. The aforementioned schemes focus on the referral and recruitment of new members to gain profit. There was never any mention to market their supposed consumer products to earn more income. Rather, the campaign concentrates on the recruitment of downlines. Stripped to its core, the scheme of SOS VENTURE with its focus on recruitment, is undoubtedly a pyramiding scheme masquerading as a Multi-Level Marketing program and therefore, involves the offer and sale of securities in the nature of investment contract to the public. The pyramiding scheme involves securities because for payment of a sum of money, often nominal, the investor participates in a recruitment scheme that promises a stream of profits. The scheme that requires recruitment in a binary or two-pronged structure takes the form of a pyramid, one that grows wider at the bottom, and thrives with the supply of new recruits to the scheme. Here, the recruitment fees collected from new recruits are used to pay the recruiting commissions to earlier recruits. Also SOS VENTURE is offering its SOS Token for sale at an arbitrary value of Ph5 each with a promo selling them at bulk discounted price with a promise of rewards/peer to peer possibilities or use cases to its early investors thereto during its Initial Coin Offering (ICO) or what it calls " seed sale ." As mentioned in our SEC Advisory on Initial Coin Offerings and Virtual Currency posted 08 January 2018 , an ICO is the first sale and issuance of a new virtual currency to the public usually for the purpose of raising capital for start-up companies or funding independent projects. Depending on the facts and circumstances surrounding their issuance, some of these new virtual currencies follow the nature of a security as defined by Section 3.1 of the Securities Regulation Code (SRC) whereby a person invests money in a common enterprise and is led to expect profits primarily from the efforts of others. The same goes for the SOS Token where SOS VENTURE seeks to use the money it gathered from the public to fund its purported project on the promise of profits. SOS VENTURE is NOT REGISTERED as a Virtual Asset Service Provider (VASP) with the Bangko Sentral ng Pilipinas (BSP) NOR DOES IT HAVE A CORRESPONDING CERTIFICATE OF AUTHORITY as a Money Service Business (MSB) required under the Guidelines for Virtual Asset Service Providers (BSP Circular No. 1108, Series of 2021) . Likewise, its name DOES NOT APPEAR among those listed as registered MSBs as of January 2021 with the Anti-Money Laundering Council under the Anti-Money Laundering Act . As the above described schemes of SOS VENTURE involve the offering and sale of securities to the public, the SRC requires that these securities are duly registered and that the concerned company and/or any of its agents must have the appropriate registration and/or license to sell such securities to the public pursuant to Sections 8 and 28 of the SRC. The public is hereby informed that SOS VENTURE is not registered with the Commission and is not authorized to solicit investments from the public, not having secured prior registration and/or license to sell securities or solicit investments as prescribed under Section 8 of the SRC. Those who act as salesmen, brokers, dealers or agents of the said entity in selling or convincing people to invest in the investment scheme it is being offered including soliciting investments or recruiting investors through the internet may be held criminally liable under Section 28 of the SRC and penalized with a maximum fine of Five Million Pesos (Php5,000,000.00) or imprisonment of Twenty-One (21) years or both pursuant to Section 73 of the SRC (SEC vs. Oudine Santos, G.R. No. 195542, 19 March 2014) . Furthermore, the names of all those involved will be reported to the Bureau of Internal Revenue (BIR) so that the appropriate penalties and/or taxes be correspondingly assessed. In view thereof, the public is hereby advised to exercise caution in dealing with any individual or group of persons soliciting investments for and on behalf of SOS VENTURE . The public is further advised NOT TO INVEST or to STOP INVESTING in the investment scheme being offered by the subject entity or its representatives. Should you have any information regarding the operation of the subject entity, please call the Enforcement and Investor Protection Department (EIPD) at telephone number 8818-6047 or email at [emailprotected] or visit the EIPD at Ground Floor, North Wing Hall, Secretariat Building, PICC Complex, Pasay City. For the guidance of the public. Pasay City, January 27, 2022.