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Solace PH

SEC-EIPD Advisory • Securities and Exchange Commission Departments • Enforcement and Investor Protection Department (EIPD) • Dec 14, 2023

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December 14, 2023 ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT SEC ADVISORY This is to inform the public that SOLACE PH is NOT AUTHORIZED TO SOLICIT INVESTMENTS FROM THE PUBLIC . HTcADC According to one SHIRLEY MAE ROXAS SOLIS , the supposed CEO of SOLACE PH , they are offering the Filipino investing public an opportunity to earn passive income through her expertise in trading cryptocurrency, as seen below: As gathered from the social media accounts of SOLACE PH at https://www.facebook.com/groups/solaceofficial , specifically their Facebook group and Facebook page, the verified personal facebook account of its CEO SHIRLEY MAE SOLIS at https://www.facebook.com/smsi13 and their website where you can register at https://solaceph.com/register , they are offering multiple investment plans. According to their publication materials which were gathered from their social media accounts, the investors will gain 110% of their initial investment in just 21 days and 40% of their initial investment in just 9 days . As shown below: CAIHTE In addition, SOLACE PH also offers another savings plan to investors to invest their money for them to grow their investment monthly starting from 25,000 pesos to 200,000 pesos. As shown below: aScITE The aforementioned investment scheme of SOLACE PH clearly involves offering and sale of securities in the form of an "investment contract" as defined under Section 3.1 of the Securities Regulation Code. DETACa Considering that the scheme of SOLACE PH , involves the offer and sale of securities, the law requires it to have a SECONDARY LICENSE from the Commission pursuant to Sections 8 and 12 of the SRC. However, the investigation conducted by this Department shows that SOLACE PH is NOT REGISTERED with the Commission as a corporation or partnership. It is noteworthy that prior registration is required before an entity can be issued a secondary license to offer and/or solicit investments from the public . SOLACE PH , being an unregistered entity, is NOT AUTHORIZED to solicit investments from the public because prior registration with the commission is required before securing a secondary license. Further, the scheme offered by SOLACE PH is a "Ponzi Scheme" where monies from new investors are used in paying "fake profits" to prior investors and is designed mainly to favor its top recruiters and prior risk takers and is detrimental to subsequent members in case of scarcity of new investors. SOLACE PH has no legitimate source of generating profits as it has no service or products to offer and the investment's fate is entirely reliant on the supposed expertise and trading skills of the CEO SHIRLEY MAE SOLIS in a highly-volatile asset class of cryptocurrency. A business employing the "Ponzi Scheme" is bound to fail because they have no clear way of making profits and is only relying on future investors to pay earlier investors. When the business cannot find new investors, the asset bubble will eventually burst and the said business will collapse. Further, the offering and selling of securities in the form of investment contracts using the "Ponzi Scheme" which is fraudulent and unsustainable, is NOT a registrable security . The Commission will not issue a License to Sell Securities to the Public to persons or entities that are engaged in this business or scheme. Finally, the Financial Products and Services Consumer Protection Act (FCPA) also prohibits investment fraud which is defined under the law as any form of deceptive solicitation of investments from the public which includes Ponzi Schemes and such other schemes involving the promise or offer of profits or returns sourced from the investments or contribution made by the investors themselves and the offering or selling of investment schemes to the public without a license or permit from the SEC. HEITAD In view thereof, the public is hereby advised NOT TO INVEST or to STOP INVESTING in the investment scheme being offered by SOLACE PH and SHIRLEY MAE SOLIS as well as to any other entities having the same or similar schemes and to exercise caution in dealing with any individuals or group of persons soliciting investments or recruiting investors for and on behalf of SOLACE PH and SHIRLEY MAE SOLIS . Those who act as salesmen, brokers, dealers or agents, representatives, promoters, uplines, recruiters, influencers, endorsers and enablers of SOLACE PH and SHIRLEY MAE SOLIS in selling or convincing people to invest in the investment scheme being offered by the said entity including soliciting investments or recruiting investors through the internet may be held criminally liable under Section 11 of the FCPA and Section 28 of the SRC where both violations are separately 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. Should you have any information regarding any investment solicitation by any individual or group of individuals on behalf of SOLACE PH and SHIRLEY MAE SOLIS please send your report through email at [emailprotected] . For the information and guidance of the public. Makati City, December 14, 2023.

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