UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 8-K


CURRENT REPORT


Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):

May 28, 2015


Seratosa Inc.

(Exact name of registrant as specified in its charter)



Delaware

000-51815

46-5057897

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


138 Queens Road Central

11/F

Central, Hong Kong HKSAR

(Address, including zip code, of principal executive offices)


Registrant’s telephone number, including area code

+852 9316 6780


N/A

(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









ITEMS TO BE INCLUDED IN THIS REPORT


Item 1.01.  Entry into a Material Definitive Agreements.


On May 28, 2015, Seratosa, Inc. (the "Company"), an e-commerce facilitator announces that it has signed a definitive acquisition agreement with a Singapore based Mobile Applications company, Technoprenuers Resource Centre Private Limited, (“TRC”) which does business under the brand name 'CreateApp'.


TRC, in its fiscal year ending December 31, 2014, had audited revenues of SGD15.7 million and net income after tax of SGD3.5 million.


The terms of the acquisition are a share exchange of value of US$36 million of newly issued Seratosa shares in exchange for 100% of the shareholder interests of TRC.  In order to effectuate the acquisition, a reverse split will be effectuated later at a ratio yet to be determined.


TRC will become a wholly-owned subsidiary of the Company and be allowed to appoint two directors to the Company's Board of Directors, as well as place executives in senior management positions.


The transaction is estimated to close within ten business days following the date of the press release announcement incorporated by reference to Item 7.01 in this report on Form 8-K.



Item 3.02.  Unregistered Sales of Securities.


On May 28, 2015, Seratosa, Inc. agreed to issue shares from the Company through an Acquisition Agreement with Technoprenuers Resource Centre Private Limited, in the value of USD $36 million in the form of restricted shares of the common stock that will be newly issued shares and subject to SEC rule 144.



Item 7.01.  Regulation FD Disclosure


On May 28, 2015, Seratosa, Inc. issued a press release announcing a definitive acquisition agreement with a Singapore based Mobile Applications company, Technoprenuers Resource Centre Private Limited, which does business under the brand name 'CreateApp'.


TRC, in its fiscal year ending December 31, 2014, had audited revenues of SGD15.7 million and net income after tax of SGD3.5 million.


The terms of the acquisition are a share exchange of value of US$36 million of newly issued Seratosa shares in exchange for 100% of the shareholder interests of TRC.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.


The transaction is estimated to close within ten business days following the date of this announcement.



Item 9.01.  Exhibits.  Financial Statements and Exhibits


 

(c)

Exhibits

 

 

 

 

10.1

Acquisition Agreement dated May 28, 2015

 

 

 

 

99.1

Press Release issued May 28, 2015 by Seratosa*


* This exhibit is intended to be furnished and shall not be deemed "filed” for purposes of the Securities Exchange Act of 1934, as amended.










SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



 

 

SERATOSA INC.

 

 

 

Dated: May 29, 2015

 

By:

/s/ Brent Suen

 

 

Name:

Brent Suen

 

 

Title:

President & CEO







 

EXHIBIT 10.1


ACQUISITION AGREEMENT


This Agreement is made as of this 28th- day of May, 2015 by and among Seratosa, Inc., a Delaware corporation (the "Corporation") and Technoprenuers Resource Centre Private Limited, a Singapore Limited company ("TRC"), and the persons listed on the signature page hereto as TRC Membership Interest Holders (the “Holders”), who hold of 100% of the membership interests (the “Membership Interests”) of TRC.


WHEREAS , the Corporation desires to acquire 100% of the Membership Interests of TRC from the Holders solely in exchange for  shares of the Corporation’s common stock $.0001 par value (the “Common Shares”), of the Corporation (the “Acquisition”) at a valuation equivalent to thirty-six million dollars (USD $36 million)


WHEREAS , the Holders desire to sell the Membership Interests to the Corporation in exchange for the Common Shares;


WHEREAS , upon completion of the Acquisition, TRC shall become a wholly owned subsidiary of the Corporation.


NOW THEREFORE , in consideration of the mutual promises, covenants, representations and warranties contained herein, and other good and valuable consideration, each of the parties hereto agrees as follows:


1.  At the Closing, the Corporation shall acquire all of the issued and outstanding Membership Interests of TRC from the Holders solely in exchange for the Common Shares and TRC shall become a wholly owned subsidiary of the Corporation.


2.  The transactions contemplated by this Agreement shall be effective as of May 28th, 2015 (the “Closing”).


3.  At the Closing, the following shall occur: (i) Each Holder shall deliver to the Corporation, a Certificate representing 100% of his or her Membership Interests as set forth below issued in the name of the Corporation; and (ii) the Corporation shall deliver to the Holders, at a market-rate on the date of Closing, certificates representing an aggregate of an equivalent evaluation of thirty-six million dollars (USD $ 36 million) divide between the Holders and his or her respective percent of ownership in TRC .of the Common Shares issued in the name of the Holders as set forth below.


Name of Holder

Percentage of Membership Interests Held

US$ Amount of Common Shares to be

Issued at Closing

Eddie Foong Wai Keong

45%

$16,200,000

Ravindran S/O Ramasamy

51%

$18,360,000

Zhao Yongxin

4%

$1,440,000

Total

100.0%

$36,000,000



4.  At the Closing, TRC will deliver all of its business and corporate records to the Corporation, including but not limited to correspondence files, bank statements, income tax returns, checkbooks, savings account books, minutes of managers’ meetings, financial statements, Membership Interest ownership records, agreements and contracts.


5.  Each Holder understands that the Common Shares have not been registered under the Securities Act of 1933 (the "1933 Act"). Each Holder represents he is acquiring the Common Shares for investment without a view towards distribution.  


6.  Each Holder represents that he or she is and at Closing will be the holder of the Membership Interests of TRC as set forth on Exhibit A.


7.  Each Holder represents that he or she has and at Closing will have valid title to the Membership Interests and acquired the Membership Interests in a lawful transaction and in accordance with the laws of Singapore. The Membership Interests will be, at closing, free and clear of all liens, security interests, pledges, charges, claims, encumbrances and restrictions of any kind. None of the Membership Interests are or will be subject to any voting trust or agreement. No person holds or has the right to receive any proxy or similar instrument with respect to such shares and, except as provided in this Agreement, no Holder is a party to any agreement which offers or grants to any person the right to purchase or acquire any of the Membership Interests.


8.  Each Holder represents that at Closing there will be no outstanding subscriptions, options, rights, warrants, convertible securities of TRC, or agreements or commitments obligating TRC to issue or to transfer from treasury any additional Membership Interests.


9.  Each Holder represents that TRC is and at Closing will be a limited liability company duly organized, validly existing, and in good standing under the laws of Singapore and has all the necessary corporate powers to own properties and carry on a business, and is duly qualified to conduct its business and is in good standing in Singapore.


10.  This Agreement is subject to the terms of all applicable federal, state, and municipal laws, regulations, and decisions, whether existing or enacted hereafter, including the regulations and actions of all governmental administrative agencies and commissions having jurisdiction.


11.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings which are deemed to have been merged herein.  No representations were made or relied upon by either party, other than those expressly set forth herein.


12.  The failure of any party to object to, or to take affirmative action with respect to, any conduct of any other party which is in violation of the terms of this Agreement shall not be construed as a waiver of such violation or breach, or of any future breach, violation, or wrongful conduct.  No delay or failure by any party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver or exhaustion of that or any other right, unless otherwise expressly provided herein.  


13.  All notices or other communications to be sent as provided for by this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid, to the persons and addresses set forth at the beginning of this Agreement, or such other persons and/or addresses as may hereafter be designated in writing by the parties.


14.  The provisions of this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors and assigns.


IN WITNESS WHEREOF , intending to be legally bound, the parties have executed this Agreement the day and year first above written.






Technoprenuers Resource Centre Private Limited

Seratosa Inc.


/s/ Eddie Foong

/s/ Brent Y Suen

Eddie Foong, Chief Executive Officer

Brent Y Suen, Chief Executive Officer




Exhibit 99.1




Seratosa Enters Into Acquisition Agreement with Singapore based Mobile Applications Company


Hong Kong, May 28, 2015 -- Seratosa Inc. (OTCQB:STOA) ("Seratosa" or the "Company"), an e-commerce facilitator   announces that it has signed a definitive acquisition agreement with a Singapore based Mobile Applications company, Technoprenuers Resource Centre Private Limited, (“TRC”) which does business under the brand name 'CreateApp'.


TRC, in its fiscal year ending December 31, 2014, had audited revenues of SGD15.7 million and net income after tax of SGD3.5 million.


The terms of the acquisition are a share exchange of US$36 million of newly issued Seratosa shares in exchange for 100% of the shareholder interests of TRC.


TRC will become a wholly-owned subsidiary of the Company and be allowed to appoint two directors to the Company's Board of Directors, as well as place executives in senior management positions.


The transaction is estimated to close within ten business days following the date of this announcement.


About Seratosa Global Inc.


Seratosa Global provides an easy-to-use and comprehensive platform, the “Focused Social Marketplace” that enables online retailers to deploy a social marketplace e-commerce site.  Seratosa’s platform allows building marketplaces for online sellers with focused social customer networks to expand their sales channels without the risks of focus dilution, and increased capital and operating costs.  



Safe Harbor Statement

This release contains certain "forward-looking statements" relating to the business of the Company. All statements, other than statements of historical fact included herein are "forward-looking statements" including statements regarding: the continued growth of the e-commerce segment and the ability of the Company to continue its expansion into that segment; the ability of the Company to attract customers and partners and generate revenues; the ability of the Company to successfully execute its business plan; the business strategy, plans, and objectives of the Company; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions and involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website ( http://www.sec.gov ). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume any duty to update these forward-looking statements.


Contact:

Investor Relations

contact@empirica-sa.com