Sinobiomed (SOBM) research, news, and more from GeoInvesting

Company description

Thu, 25 Oct 2012 04:00:00 GMT

Sinobiomed Inc. was a leading Chinese developer of genetically engineered recombinant protein drugs and vaccines. Based in Shanghai, Sinobiomed currently has 10 products approved or in development: three on the market, four in clinical trials and three in research and development. The Company's products respond to a wide range of diseases and conditions, including: malaria, hepatitis, surgical bleeding, cancer, rheumatoid arthritis, diabetic ulcers and burns, and blood cell regeneration.

On January 12, 2007, the Company completed the reverse acquisition of Wanxin and all the subsidiaries of Wanxin in accordance with the Share Purchase Agreement, whereby the Company acquired the Wanxin Capital, through the issuance of 1,750,000 (pre forward stock split) shares of Common Stock of the Company in aggregate to the shareholders of Wanxin on a pro rata basis in accordance with each Wanxin shareholder’s percentage of ownership in Wanxin. The Company subsequently made the determination to abandon Shanghai Wanxing and Wanxing Cosmetic as described in Part I, Item 1. On December 23, 2010, the Company completed the abandonment process with the sale of Wanxin to China Nonferrous for a sale price of $200,000, which results in the Company no longer having any subsidiary companies.

On December 10, 2010, the Company acquired the data centre assets of Keychain, Ltd., which the Company believes will enable the Company to utilize such telecommunications infrastructure to pursue its new business direction of operating a secure data storage and processing environment and engaging in strategic partnerships in the areas of e-commerce, media and social networking.

On April 5, 2011, Sinobiomed Inc. (the “Company”) entered into a binding Letter of Intent (“LOI”) with Sitoa Corporation (“Sitoa”). Under the terms of the LOI, the Company is obligated to acquire Sitoa in a share exchange transaction whereby, the Company would acquire all of the issued and outstanding equity interests in Sitoa, in exchange for shares of commons stock of the Company equal to 80% of the Company’s issued and outstanding shares of common stock as at the closing of the share exchange transaction. The closing is expected to occur no later than June 1, 2011, subject to final approval from Sitoa shareholders.

Sitoa, www.sitoa.net a California based company was founded in 2001 with the goal to make it easier for retailers and product suppliers to sell online. The Sitoa solution was based on providing an easy-to-use and comprehensive platform to expand product offerings and take advantage of fast-moving market opportunities. Starting with one online retail partner - Sears.com - and a single product partner - Northgate Computers, Inc. - the Sitoa Network grew to include many of the world's top online retailers and over 1000 name brand and boutique product partners.

Comments & Business Outlook

Thu, 30 Jun 2016 04:00:00 GMT

Item 8.01. Other Events

On June 30, 2016, Weyland Tech, Inc. issued a press release. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

This press release announced that it has signed a Master Service Agreement (“MSA”) with Orient Asia Pacific Limited. (“OAP"), for the Indonesia market.

OAP will market CreateApp products in Indonesia under the CreateApp Indonesia brand. Together with its regional and in-country partners in payment, distribution logistics and eCommerce fulfilment, OAP will deploy Createapp mobile enabler applications in a unified end-to-end supply chain process to benefit merchants and customers in expanded markets some of which could not be as effectively accessed hitherto. OAP will also target specific community groups to further their businesses through mobile channels.

Terms of the MSA are confidential for competitive reasons.

Comments & Business Outlook

Wed, 22 Jun 2016 04:00:00 GMT

Item 8.01. Other Events

On June 22, 2016, Weyland Tech, Inc. issued a press release. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

This press release announced that it has entered into a Strategic Partnership with 2C2P Pte. Ltd., a leading provider of payment solutions in Asia Pacific.

2C2P and Weyland Tech will work together on an m-commerce solution that enables Small-Medium-sized-Businesses to provide multi-payment options to consumers in the Southeast Asia region.

2C2P recently signed a partnership with Facebook to test social commerce payments in Southeast Asia: https://techcrunch.com/2016/06/09/facebook-is-testing-social-commerce-payments-in-southeast-asia/

Terms of the strategic partnership will remain confidential for competitive reasons.

Comments & Business Outlook

Wed, 25 May 2016 04:00:00 GMT

Item 8.01. Other Events

On May 25, 2016, Weyland Tech, Inc. issued a press release. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

Weyland Tech, Inc. providing shareholders with a financial update and a highlight of key accomplishments for the 2016 First Quarter ended March 31, 2016.

Service Revenue

Service Revenues were $ 2,261,455 and $480,000 for the three months ended March 31, 2016 and 2015, respectively. The increase is due to the significant contribution from the CreateApp platform effective September 1, 2015.

Cost of Service

Cost of Service was $634,331 and $475,000 for the three months ended March 31, 2016 and 2015, respectively. The movement is due to costs and increased scale of service operation in connection with the CreateApp platform effective September 1, 2015.

Operating Expenses

General and administrative expenses: General and administrative expenses were $ 257,142 and $14,616 for the three months ended March 31, 2016 and 2015, respectively. The increase is mainly due to the change in cost structure incorporating the CreateApp platform effective September 1, 2015 and an increased scale of operation of our business. Included in General and administrative expenses were Amortization of development costs capitalized of $ 83,333 (2015: Nil).

Net Income

The Company had a net income of $1,369,982 for the three months ended March 31, 2016 as compared to a net loss of $9,616 for the three months ended March 31, 2015. The significant increase in net income is mainly due to the contribution from the services offered through the CreateApp platform effective September 1, 2015.

Net Profit (Loss) Per Common Share - basic and fully diluted

The Company had net profit per common share of 0.089 for the three months ended March 31, 2016 as compared to a net loss per common share of (0.000692) for the three months ended March 31, 2015.

Comments & Business Outlook

Mon, 23 May 2016 04:00:00 GMT

WEYLAND TECH INC.
*Statements of Operations*

			Quarter Ended March 31,
			2016		2015
Service Revenue		$	2,261,455	$	480,000
Cost of Service			634,331		475,000
Gross Profit			1,627,124		5,000

Other Income			-		-
Gross Income			1,627,124		5,000

Operating Expenses
	General and administrative		173,809		14,616
	Depreciation and amortization		83,333		-
Total Operating Expenses			257,142		14,616

Profit/(Loss) from Operations			1,369,982		(9,616)

Provision for income taxes			-		-
Net Profit/(Loss)		$	1,369,982	$	(9,616)

Net profit/(loss) per common share - basic and fully diluted:			0.0890		(0.000692)

Weighted average number of basic and fully diluted common shares outstanding			15,397,248		13,898,299

Comments & Business Outlook

Thu, 14 Apr 2016 04:00:00 GMT

WEYLAND TECH INC.
*(formerly known as Seratosa, Inc.)*
*Statements of Operations*

			Year Ended December 31,
			2015		2014

Service Revenue		$	2,553,992	$	2,483,811
Cost of Service			1,552,258		1,711,839
Gross Profit (loss)			1,001,734		771,972

Other Income			-		-
Gross Income			1,001,734		771,972

Operating Expenses
	General and administrative		268,013		1,027,665
	Depreciation and amortization		-		-
Total Operating Expenses			268,013		1,027,665

Profit/(Loss) from Operations			733,721		(255,693)

Provision for income taxes			-		-
Net Profit/(Loss)		$	733,721	$	(255,693)

Net profit/(loss) per common share - basic and fully diluted:			0.0032		(0.0167)

Weighted average number of basic and fully diluted common shares outstanding			229,809,001		13,898,299

The accompanying notes are an integral part of these financial statements.

Comments & Business Outlook

Tue, 22 Mar 2016 04:00:00 GMT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 22, 2016 the company signed the joint venture agreement (“JV”) with Meta 4 Group SarL ("Meta4") for the rollout of Meta4's 'Worldfriend's' network platform in the greater Indonesia market.

The JV calls for a fifty-fifty (50/50) partnership between Weyland Tech. Incorporated and Meta4 to roll out Worldfriend's Network's service in Indonesia, over the next twelve months.

Over the next twelve months, Weyland Tech and Meta4 will offer free subscription to WorldFriends.id (Indonesia) and gradually layer in value-added services including a CreateApp 'DIY' application for individuals to build their own app for personal or business use.

Comments & Business Outlook

Wed, 16 Mar 2016 04:00:00 GMT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 14, 2016 the company signed an exclusive Software Licensing Agreement ("SLA") with IAM, Inc. ("IAM") to distribute CreateApp in the Republic of Korea.

IAM will pay Weyland Tech a $20 monthly fee per active subscription of the Technology, branded as CreateApp, and $15 monthly fee per active subscription of the Technology, under the white-label basis, that is deployed by IAM.

IAM is owned and managed by former executives in the Korean Internet, Online Gaming and e-commerce/m-commerce industries, including NCSoft, NHN Naver, Lotte.com and SimpleX Internet.

The above descriptions of the Agreement is qualified in its entirety by reference to the forms of such document attached as Exhibit 10.1 to this Current Report on Form 8-K.

Comments & Business Outlook

Mon, 14 Mar 2016 04:00:00 GMT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 9, 2016 the company signed an exclusive Software Licensing Agreement ("SLA") with Aurum Digital, Inc. ("Aurum") to distribute CreateApp in the Americas, covering North, Central and South Americas with the exception of those territories within the United States which Weyland Tech has already entered into licensing agreements, prior to March 9, 2016, for which Aurum is then granted non-exclusive licensing rights.

Aurum will pay Weyland Tech a $20 monthly fee per active subscription of the Technology, branded as CreateApp, and $15 monthly fee per active subscription of the Technology, under the white-label basis, that is deployed by Aurum.

Aurum, a start-up company, is owned and managed by private individuals with experience in the luxury premium brands industry.

The above descriptions of the Agreement is qualified in its entirety by reference to the forms of such document attached as Exhibit 10.1 to this Current Report on Form 8-K.

Auditor trail

Fri, 04 Mar 2016 05:00:00 GMT

Section 4. Matters Related to Accountants and Financial Statements

Item 4.01 Changes in Company's Certifying Accountant.

(a) Previous Independent Registered Public Accounting Firm

On March 3, 2015 Weyland Tech, Inc. (“Weyland”) dismissed its independent registered public accounting firm, GBH CPA's PC (“GBH”). GBH was engaged on February 26, 2015, but did not audit the consolidated financial statements of the Company as of December 31, 2014 and 2013, and therefore no adverse opinion or disclaimer of opinion exists, and no reports were qualified or modified as to uncertainty, audit scope or accounting principle.

During the fiscal years ended December 31, 2014 and 2013, and in the subsequent interim period through March 3, 2015, the date of dismissal of GBH, (a) there were no disagreements with GBH on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of GBH, would have caused them to make reference to the subject matter of the disagreements in its reports on the financial statements for such year and (b) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

We have provided a copy of the above disclosures to GBH and requested GBH to provide it with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not GBH agrees with the above disclosures. A copy of GBH’s response letter is attached hereto as Exhibit 16.1.

(b) New Independent Registered Public Accounting Firm

On June 15, 2015, our board of directors approved the engagement of Dominic K.F. Chan & Co., as the Company’s new independent registered public accounting firm. During the fiscal years ended December 31, 2014 and 2013, and the subsequent interim period prior to the engagement of Dominic K.F. Chan & Co., the Company has not consulted Dominic K.F. Chan & Co. regarding (i) the application of accounting principles to any specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements, and either a written report was provided to the registrant or oral advice was provided that the new accountant concluded was an important factor considered by the registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(o)(1)(iv)) or a reportable event (as defined in Item 304(a)(1)(v)).

Comments & Business Outlook

Thu, 11 Feb 2016 05:00:00 GMT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 11, 2016 the company signed an exclusive Software Licensing Agreement ("SLA") with Augicom S.A., ("Augicom") to distribute the Company's CreateApp platform in the Euro-Zone except Russia, Turkey, Armenia and Azerbaijan.

The SLA calls for a US$20 monthly fee per user of the CreateApp platform deployed by Augicom.

The focus is on the European SMB market. As of early 2015, there were approximately 30 million SMB's in the EU.

Augicom S.A., is a corporation organized and existing under the laws of the Swiss Confederation.

http://www.augicom.ch/

Augicom S.A., (Augicom) holds a public telecommunication license from OFCOM, the Swiss Federal Office for Communication. Augicom is an active supplier of telecommunication voice/data minutes and has significant partnerships with major European operators including Orange, Colt Telecom, Deutsche Telekom and many others.

Comments & Business Outlook

Fri, 22 Jan 2016 05:00:00 GMT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 21, 2016 the company signed an exclusive Software Licensing Agreement ("SLA") with Silver Ridge-Tangerine Sdn Bhd ("Silver Ridge") to provide a 'white label' rollout of the Company's CreateApp platform in Malaysia.

The SLA calls for a 12.5% / 87.5% division of the gross sales revenues between Weyland Tech Inc. and Silver Ridge respectively. Silver Ridge will utilize the CreateApp platform on a 'white label' basis whereby Silver Ridge will brand CreateApp's platform under their own branding.

The focus is on the Malaysian SMB market. As of early 2015, there were approximately 660,000 SMB's in Malaysia. According to the Department of Statistics Malaysia and SME Corporation Malaysia, SMB's comprise 97.3% of the total number of businesses in the country. According to a recent Government report, nearly 70% of all SMB's in Malaysia do not have a website nor mobile application for their business.

Silver Ridge Tangerine Sdn Bhd is a wholly-owned subsidiary of Silver Ridge Holdings Bhd http://www.silverridge.com.my/

Silver Ridge Holdings Bhd (SRHB) is engaged in investment holding and providing management services to its subsidiaries. The Company through its subsidiaries offers telecommunications solutions, such as third generation (3G) network architecture and engineering system design, customization and optimization solution; in-building radio frequency coverage and quality (EIQ); power load solutions; base station subsystems solutions; multi-service access node (MSAN) system architecture and design; digital subscriber line access multiplexer (DSLAM) system architecture and design, and next generation network (NGN) system architecture and design, and software solutions, such as services and applications, which include location base services and telemetry solutions (Tele-X-Change), and telecommunication software applications, which include billing solutions; Card Guard, a short messaging service (SMS) system for financial institutions, and Golden Gateway, a cost routing solution.

Silver Ridge Holdings Bhd is listed on the Malaysia Stock Exchange under the stock code: 0129.KL, or short name SRIDGE.

Comments & Business Outlook

Tue, 19 Jan 2016 05:00:00 GMT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 19, 2016 the company signed a Software Licensing Agreement ("SLA") with Info Zone Development Limited ("Info Zone") to provide a 'white label' rollout of the Company's CreateApp platform in the Hong Kong and China market.

The SLA calls for a 12.5% / 87.5% division of the gross sales revenues between Weyland Tech Inc. and Info Zone respectively. Info Zone will utilize the CreateApp platform on a 'white label' basis whereby Info Zone will brand CreateApp's platform under their own branding.

Info Zone and several Hong Kong based auction houses will launch a new product line aimed at Small-Medium-sized Businesses ("SMBs") seeking a mobile app that integrates a 'mobile auction application module' for SMB's wanting to enable customers to participate in online and mobile auctions of products and services.

The initial focus is on the Hong Kong SMB market and eventually selected cities in China. As of November 2015, there are approximately 320,000 SMB's in Hong Kong.

Info Zone is based in Hong Kong with operations in Shanghai and Changzhou China and operates Hebson Online Art Auctions Limited www.hebsonart.com, DragonAir Changzhou Investments and eBid. Info Zone's Hebson Online Art Auctions Limited has strategic partnerships with the 12 largest banks in China and Hong Kong to provide financing services for online and mobile purchases via their platform.

Deal Flow

Tue, 05 Jan 2016 05:00:00 GMT

Item 1.01. Entry into a Material Definitive Agreements.

Between December 27, 2015 and January 3, 2016, Weyland Tech Inc. (the “Company”) entered into a definitive agreement relating to the private placement of $400,000 of its securities through the sale of 1,040,000 newly issued unregistered shares of its common stock at about $0.47 per share to a group of Accredited Investors. The Accredited Investors included a principal of Blackstone Asset Management (HK) Limited and Mr. Alan Voon, a warrants and small-cap specialist, as well as author of investment books. Upon closing of the private placement, there were no fees, commissions, or professional fees for services rendered in connection with the private placement. The placement was arranged and undertaken by the officers of the Company. The private placement of these securities was exempt from registration under pursuant to Section 4(2) of the Securities Act of 1933, as amended.

The Chief Executive Officer of the Company agreed to convert $50,000 of CEO payables to common stock at a purchase price of $0.58 per share.

Item 3.02. Unregistered Sales of Securities.

Between December 27, 2015 and January 3, 2016, Weyland Tech Inc. (the “Company”) issued 1,040,000 unregistered shares of its common stock, par value $0.001, at about $0.47 per share to a group of Accredited Investors. The Accredited Investors included a principal of Blackstone Asset Management (HK) Limited and Mr. Alan Voon, a warrants and small-cap specialist, as well as author of investment books. The company sold these restricted shares to further capitalize the Company in order to execute its business plan on the previously announced Joint Venture Agreement ("JV") with Ranosys Technologies Pvt. Ltd. ("Ranosys") to form a joint venture partnership for the rollout of the Company's CreateApp platform in the greater India market.

The securities were offered and sold in a private placement in reliance upon the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(2) of the Securities Act and Regulation D thereunder. The securities were offered without general solicitation or advertisement and were sold to a total of three investors who represented to us, among other things, that they (i) are accredited investors as such term is defined in Regulation D, (ii) acquired the securities for investment only and not with a view to distribution thereof, and (iii) understand that the securities cannot be resold except pursuant to an effective registration statement under the Securities Act or in reliance upon an applicable exemption from such registration requirements and that the certificates representing such securities will bear a restrictive legend to that effect.

The Chief Executive Officer of the Company agreed to convert $50,000 of CEO payables to common stock at a purchase price of $0.58 per share.

Comments & Business Outlook

Tue, 01 Dec 2015 03:02:06 GMT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 26, 2015 the company signed a Joint Venture Agreement ("JV") with Ranosys Technologies Pvt. Ltd. ("Ranosys") to form a joint venture partnership for the rollout of the Company's CreateApp platform in the greater India market.

The JV calls for a fifty-fifty (50/50) partnership between Weyland Tech. Incorporated and Ranosys to roll out the CreateApp platform in India, beginning with the city of Jaipur and expanding into Mumbai and Delhi over the next twelve months.

Jaipur has a population base of over six million people and Small-Medium-sized Enterprises ("SME's") numbering close to 500,000.

Ranosys, founded in 2009, is based in Singapore with operations in San Francisco, CA and Jaipur, India and has worked with clients such as Axa Insurance, Epson Corp., D-Link, Swatch and many others.

Ranosys is a leading software development company providing expert IT solutions to its global clients, focusing on enterprise solutions, mobile apps development and Magento-based e-commerce solutions.

Comments & Business Outlook

Mon, 23 Nov 2015 05:00:00 GMT

WEYLAND TECH INC.
*Condensed Statements of Operations*

			Three Months Ended September 30,				Nine Months Ended September 30,
			2015		2014		2015		2014
			(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

Service Revenue		$	648,159	$	383,821	$	1,228,159	$	2,432,842
Cost of Service			264,740		398,240		834,740		2,048,264
Gross Profit/(loss)			383,419		(14,419)		393,419		384,578

Operating Expenses
	General and administrative		57,016		175,435		86,007		732,345
	Depreciation		-		833		-		2,500
	Amortization of dev. costs		7,318		-		7,318		-
Total Operating Expenses			64,334		176,268		93,32	5	734,845

Profit/(Loss) from Operations			319,085		(190,687)		300,094		(350,267)

Provision for income taxes			-		-		-		-
Net Profit/(Loss)		$	319,085	$	(190,687)	$	300,094	$	(350,267)

Net Profit/(Loss) per common share - basic and fully diluted:
	Net Profit/ (Loss) for the year		0.08		(0.02)		0.23		(0.07)

Weighted average number of basic and fully diluted common shares outstanding			3,938,845		8,325,823		1,316,555		4,932,523

Management Discussion and Analysis

Service Revenue

Service Revenue was $648,159 and $383,821 for the three months ended September 30, 2015 and 2014, respectively. The increase is due to recognizing higher revenue from the consolidation of results of CreateApp and HRM360 Platform from September 1, 2015.

Net Loss

The Company had a net profit of $319,085 and net loss of $190,687 for the three months ended September 30, 2015 and 2014, respectively. The net profit was due to the contribution effective September 1, 2015 from CreateApp and HRM360 platforms.

Comments & Business Outlook

Thu, 24 Sep 2015 04:00:00 GMT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 24, 2015 the company signed a Memorandum of Understanding ("MOU") with Ranosys Technologies Pvt. Ltd. ("Ranosys") to form a joint venture partnership for the rollout of the Company's CreateApp platform in the greater India market.

Between September 15th - 20th, Executives of the Company, met with Ranosys in Jaipur, India to discuss terms and memorialize this agreement in the form of the MOU.

The MOU calls for a fifty-fifty (50/50) partnership between Weyland Tech. Incorporated and Ranosys to roll out the CreateApp platform in India, beginning with the city of Jaipur and expanding into Mumbai and Delhi over the next twelve months.

Jaipur has a population base of over six million people and Small-Medium-sized Enterprises ("SME's") numbering close to 500,000.

Ranosys, founded in 2009, is based in Singapore with operations in San Francisco, CA and Jaipur, India and has worked with clients such as Axa Insurance, Epson Corp., D-Link, Swatch and many others.

A formal agreement is expected to be finalized and signed no later than November 15, 2015.

Comments & Business Outlook

Tue, 11 Aug 2015 04:00:00 GMT

SERATOSA INC.
*Condensed Statements of Operations*

			Three Months Ended June 30,				Six Months Ended June 30,
			2015		2014		2015		2014
			(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

Service Revenue		$	100,000	$	928,570	$	580,000	$	1,717,590
Cost of Service			95,000		536,260		570,000		1,079,155
Gross Profit (Loss)			5,000		392,310		10,000		638,435

Operating Expenses
	General and administrative		14,375		450,419		28,991		728,828
	Depreciation		-		-		-		-
Total Operating Expenses			14,375		450,419		28,991		728,828

(Loss) from Operations			(9,375)		(58,109)		(18,991)		(90,393)

Provision for income taxes			-		-		-		-
Net Income (Loss)		$	(9,375)	$	(58,109)	$	(18,991)	$	(90,393)

Net Income (Loss) per common share -basic and fully diluted:			(0.0001)		(0.01)		(0.0002)		(0.03)

Weighted average number of basic and fully diluted common shares outstanding			125,146,384		6,115,085		96,916,712		3,524,519

Management Discussion and Analysis

Service Revenue

Service Revenue was $100,000 and $928,570 for the three months ended June 30, 2015 and 2014, respectively. The decrease is due to recognizing lower revenue from our customers.

Net Loss

The Company had a net loss of $9,375 and net loss of $ 58,109 for the three months ended June, 2015 and 2014, respectively. The net loss for the period was due to the Company’s operating expenses.

Comments & Business Outlook

Thu, 23 Jul 2015 04:00:00 GMT

ITEMS TO BE INCLUDED IN THIS REPORT

Item 7.01. Regulation FD Disclosure

On July 23, 2014, Seratosa Inc. issued a press release announcing shareholder updates on recent events including:

·Selling 51% ownership in the Company to a private investor group for USD$750,000,

·Acquiring Technoprenuers Resource Centre Private Limited through a stock acquisition,

·Signing a software license agreement with Ad2 Limited,

·Paying in full a convertible note due to KBM Worldwide,

·Announcing the Company's new CFO,

·Announcing the filing of a Form PRE 14C with the SEC related to a reverse split, name change, and reduction of authorized shares

Deal Flow

Fri, 12 Jun 2015 16:11:45 GMT

Item 1.01. Entry into a Material Definitive Agreements.

On June 1, 2015, Seratosa, Inc. (the "Company" and "STOA"), an e-commerce facilitator announced that it has signed a definitive Software Licensing Agreement (the "License") with a Ad2 Limited, a Company incorporated in the Republic of Seychelles (“Ad2”) in order to provide the Company worldwide rights to deploy, utilize, and market the Wechat Backstage Platform (hereinafter "the Technology"). Ad2 owns and/or has rights to certain computer software programs, the Technology, that are useful in creating, managing and coordinating channels for product sales via Wechat.

A non-exclusive license to Ad2 Technology: Ad2 grants the Company a License to deploy, utilize, market and sell the Technology worldwide. The Territory of the license shall be worldwide. The license shall be granted for 5 years upon signing of this agreement and may be extended by another 5 year upon mutual consent.

In return for the License granted above, the Company agrees to provide shares of common stock of STOA, valued at USD $1,000,000, at $0.005 per share price, to Ad2, payable upon signing.

Item 3.02. Unregistered Sales of Securities.

On June 1, 2015, Seratosa, Inc. agreed to issue shares from the Company through an Software Licensing Agreement with a Ad2 Limited, in the value of USD $1,000,000, at $0.005 per share, in the form of restricted shares of the common stock that will be newly issued shares and subject to SEC rule 144.

Comments & Business Outlook

Fri, 29 May 2015 04:00:00 GMT

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.

Deal Flow

Tue, 26 May 2015 04:00:00 GMT

Item 1.01. Entry into a Material Definitive Agreements.

On May 25, 2015, Seratosa, Inc. sold a strategic stake of up to 51% of the company's common shares to a private investor group for up to $750,000. The funds will be utilized for Seratosa to complete its initiative for restructuring. The funding provides for up to $750,000 in funding for the Company in the form of restricted shares of the common stock that will be newly issued shares and subject to SEC rule 144.

Item 3.02. Unregistered Sales of Securities.

Comments & Business Outlook

Wed, 20 May 2015 04:00:00 GMT

SERATOSA INC.
*Condensed Statements of Operations*

			Three Months Ended March 31,
			2015	2014
			(Unaudited)	(Unaudited)

Service Revenue		$	480,000	$ 789,020
Cost of Service			475,000	542,895
Gross Profit (Loss)			5,000	246,125

Operating Expenses
	General and administrative		14,375	278,409
	Depreciation		-
Total Operating Expenses			14,375	278,409

Loss from Operations			(9,375)	(32,284)

Provision for income taxes			-	-
Net Income (Loss)			(9,375)	(32,284)

Net Income (Loss) per common share - basic and fully diluted:			(0.0002)	(0)

Weighted average number of basic and fully diluted common shares outstanding			47,995,699	448,970

Management Discussion and Analysis

Seratosa specializes in providing e-commerce solutions and services that facilitate multi-channel B2C (business-to-consumer) and B2B (business-to-business) transactions. Its solutions and services enable e-commerce transactions with speed and efficiency, and allow an interactive and engaging customer experience as well as targeted marketing and advertising.

The Company’s revenues are generated from one-time integration fees for the implementation of e-commerce solutions as well as recurring license and service fees. The Company currently hosts the following existing e-commerce solutions:

1. 4-GS, Ltd. is a B2B e-commerce platform that optimizes supply chain sourcing for international enterprise customers through B2B Search Engine Optimization (SEO), e-catalog and inventory management systems and a transaction platform.

2. ZBL Cybermarketing, Ltd. is a Search Engine Marketing (SEM) and Search Engine Optimization (SEO) provider and utilizes the Company’s e-commerce solutions to identify and engage targeted consumer segments and optimize purchase conversions.

3. iMedia, Ltd. is a mobile advertising platform that enables online vendors to reach and engage its customer audience through mobile ads and apps.

Comments & Business Outlook

Wed, 15 Apr 2015 04:00:00 GMT

SERATOSA INC.
*Statements of Operations*

			Year Ended December 31,
			2014		2013

Service Revenue		$	2,483,811	$	2,202,193
Cost of Service			1,711,839		2,078,234
Gross Profit (loss)			771,972		123,959

Other Income			-		20,310
Gross Income			771,972		144,269

Operating Expenses
	General and administrative		1,027,665		1,361,701
	Depreciation		-		3,333
Total Operating Expenses			1,027,665		1,365,034

Loss from Operations			(255,693)		(1,220,765)

Provision for income taxes			-		-
Net Loss		$	(255,693)	$	(1,220,765)

Net loss per common share - basic and fully diluted:			(0)		(15)

Weighted average number of basic and fully diluted common shares outstanding			13,898,299		84,069

Management Discussion and Analysis

Service Revenue

Service Revenues were $2,483,811 and $ 2,202,193 for the twelve months ended December 31, 2014 and 2013, respectively. The increase is due to slightly increased e-commerce traffic and revenue.

Net Loss

The Company had a net loss of $255,693 for the twelve months ended December 31, 2014 as compared to a net loss of $ 1,220,765 for the twelve months ended December 31, 2013. The decrease is due to reduced investing and upgrades to the software platform incurred in 2013.

Auditor trail

Wed, 04 Mar 2015 05:00:00 GMT

Item 4.01 Changes in Company's Certifying Accountant.

(1) Previous Independent Registered Public Accounting Firm

(i) On February 26, 2015 Seratosa, Inc. dismissed its independent registered public accounting firm, Dominic K.F. Chan & Co.

(ii) The reports of Dominic K.F. Chan & Co on the consolidated financial statements of the Company as of December 31, 2013 and 2012 and for the years then ended did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph as to a going concern.

(iii) The decision to change independent registered public accounting firm was recommended and approved by the Board of Directors of the Company.

(iv) During the Company’s two most recent years ended December 31, 2013 and 2012 and any subsequent interim periods through the date of dismissal, (a) there were no disagreements with Dominic K.F. Chan & Co on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Dominic K.F. Chan & Co, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

(v) On February 26, 2015, the Company provided Dominic K.F. Chan & Co with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities & Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(2) New Independent Registered Public Accounting Firm

On February 26, 2015, concurrent with the dismissal of Dominic K.F. Chan & Co, the Board of Directors of the Company engaged GBH CPA's PC as its new independent registered public accounting firm to audit and review the Company’s consolidated financial statements effective immediately. During the two (2) most recent years ended December 31, 2013 and 2012, and any subsequent period through the date hereof prior to the engagement of GBH CPA's PC neither the Company, nor someone on its behalf, has consulted Dominic K.F. Chan & Co regarding:

(i) either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

(ii) any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.

Comments & Business Outlook

Wed, 19 Nov 2014 05:00:00 GMT

SERATOSA INC.
*Condensed Statements of Operations*

			Three Months Ended September 30,				Nine Months Ended September 30,
			2014		2013		2014		2013
			(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

Service Revenue		$	383,821	$	366,550	$	2,432,842	$	2,057,123
Cost of Service			398,240		401,930		2,048,264		1,833,984
Gross Profit			(14,419)		(35,380)		384,578		223,139

Operating Expenses
	General and administrative		175,435		253,730		732,345		969,342
	Depreciation		833		833		2,500		2,500
	Stock-based compensation (Note 3)		-		-		-		-
Total Operating Expenses			176,268		254,564		734,845		971,842

Loss from Operations			(190,687)		(289,944)		(350,267)		(748,703)

Dividend income			-		-		-		3,426
Gain on exchange difference			-		-		-		10,927
Gain on disposal of investments			-		-		-		1,201
Sundry income			-		-		-		4,755
Interest Income			-		-		-		1

Loss before provisions for income taxes			(190,687)		(289,944)		(350,267)		(728,393)

Provision for income taxes			-		-		-		-
Net Loss		$	(190,687)	$	(289,944)	$	(350,267)	$	(728,393)

Net loss per common share - basic and fully diluted:
	Net loss for the year		(0.02)		(4.38)		(0.07)		(23.38)

Weighted average number of basic and fully diluted common shares outstanding			8,325,823		66,249		4,932,523		31,154

Management Discussion and Analysis

Service Revenue

Service Revenue was $383,821 and $366,550 for the three months ended September 30, 2014 and 2013, respectively. The increase is due to recognizing higher revenue from our customers.

Net Loss

The Company had a net loss of $190,687 and $289,944 for the three months ended September 30, 2014 and 2013, respectively. The decrease in net loss was due to increased revenue and more effective cost management.

Auditor trail

Wed, 19 Nov 2014 05:00:00 GMT

ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(a) Departures of Directors

On November 15 2014, the Board of Directors of Seratosa Inc., accepted the resignation of James Wang as President, Chief Executive Officer, and Chief Financial Officer of Seratosa Inc. The resignations are effective November 18, 2014.

There were no disagreements between James Wang and our Board of Directors regarding any business practices or procedures.

(b) Departures of Principal Officers

On November 15, 2014, the Board of Directors of Seratosa Inc., accepted the resignation of James Wang as director of the Company. The resignation is effective November 18, 2014.

There were no disagreements between James Wang and our Board of Directors regarding any business practices or procedures.

Comments & Business Outlook

Tue, 12 Aug 2014 04:00:00 GMT

SERATOSA INC.
*Condensed Statements of Operations*

			Three Months Ended June 30,				Six Months Ended June 30,
			2014		2013		2014		2013
			(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

Service Revenue		$	928,570	$	806,700	$	1,717,590	$	1,690,573
Cost of Service			536,260		802,940		1,079,155		1,432,054
Gross Profit (Loss)			392,310		3,760		638,435		258,519

Operating Expenses
	General and administrative		450,419		504,425		728,828		710,857
	Depreciation		-		833		-		1,667
Total Operating Expenses			450,419		505,258		728,828		712,523

Income (Loss) from Operations			(58,109)		(501,498)		(90,393)		(454,004)

Provision for income taxes			-		-		-		-
Net Income (Loss)		$	(58,109)	$	(501,498)	$	(90,393)	$	(454,004)

Net Income (Loss) per common share - basic and fully diluted:			(0.01)		(26)		(0.03)		(34)

Weighted average number of basic and fully diluted common shares outstanding			6,115,085		19,094		3,524,519		13,316

Management Discussion and Analysis

Results of Operation

Service Revenue

Service Revenue was $928,570 and $806,700 for the three months ended June 30, 2014 and 2013, respectively. The increase is due to recognizing higher revenue from our customers.

Net Loss

The Company had a net loss of $58,109 and net income of $501,498 for the three months ended June 30, 2014 and 2013, respectively. The decrease in net loss was due to increased revenue and more effective cost management.

Deal Flow

Fri, 20 Jun 2014 04:00:00 GMT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 16, 2014, Seratosa Inc. (the “Company”) entered into a lockup agreement with both of its two convertible debenture noteholders (the “noteholders”) in the aggregate amount of $350,000 under which the noteholders agree not to convert any outstanding principal amount into shares of the Company’s common stock until March 15, 2015. In exchange, on March 15, 2015, the noteholders will be issued an aggregate amount of 300,000 shares of newly issued Company common stock bearing a standard Rule 144 restrictive legend.

Deal Flow

Wed, 21 May 2014 04:00:00 GMT

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On May 15, 2015, Seratosa Inc. (the “Company”) entered into a Software License Agreement with SSWA Software Ltd. (“SSWA”), pursuant to which SSWA granted the Company, an exclusive license to deploy, utilize and market SSWA’s computer software programs owned by SSWA, which are known collectively as the SSWA Network and Platform for the use of creating, managing and coordinating e-commerce channels and transactions (the “Technology”). The license is granted for a 10-year term and may be extended by another 5 years upon mutual consent of the parties. As consideration for its licensing of the Technology, the Company agreed to (a) issue and deliver to SSWA a one time, up-front License Fee of 10,000,000 shares of common stock of the Company, payable upon signing of the Software License Agreement, and (b) pay SSWA a 3% transaction fee on the gross commercial sales of all goods and services sold through the Technology deployed by the Company worldwide.

Comments & Business Outlook

Thu, 08 May 2014 04:00:00 GMT

SERATOSA INC.
*Condensed Statements of Operations*


			Three Months Ended March 31,
			2014		2013
			(Unaudited)		(Unaudited)

Service Revenue		$	789,020	$	883,873
Cost of Service			542,895		629,114
Gross Profit (Loss)			246,125		254,759

Operating Expenses
	General and administrative		278,409		226,432
	Depreciation		-		833
Total Operating Expenses			278,409		227,265

Loss from Operations			(32,284)		27,494

Provision for income taxes			-		-
Net Income (Loss)		$	(32,284)	$	27,494

Net Income (Loss) per common share - basic and fully diluted:			(0)		4

Weighted average number of basic and fully diluted common shares outstanding			448,970		7,474

The accompanying notes are an integral part of these financial statements.

Management Discussion and Analysis

Service Revenue

Service Revenue was $789,020 and $883,873 for the three months ended March 31, 2014 and 2013, respectively. The decrease is due to recognizing lower revenue from our customers.

Net Loss

The Company had a net loss of $32,284 and net income of $27,494 for the three months ended March 31, 2014 and 2013, respectively. The net loss was due to higher operating expenses related to the Company’s upgrade of its internal data management and catalog systems.

Comments & Business Outlook

Fri, 28 Mar 2014 04:00:00 GMT

SERATOSA INC.
*(Formerly known as Sitoa Global Inc.)*
*Statements of Operations*

			Year Ended December 31,
			2013		2012

Service Revenue		$	2,202,193	$	4,268,379
Cost of Service			2,078,234		4,398,145
Gross Profit (loss)			123,959		(129,766)

Other Income			20,310		2,933
Gross Income			144,269		(126,833)

Operating Expenses
	General and administrative		1,361,701		825,302
	Depreciation		3,333		3,333
	Stock-based compensation (Note 3)		-		383,333
Total Operating Expenses			1,365,034		1,211,968

Loss from Operations			(1,220,765)		(1,338,801)

Provision for income taxes			-		-
Net Loss		$	(1,220,765)	$	(1,338,801)

Net loss per common share - basic and fully diluted:			(15)		(398)

Weighted average number of basic and fully diluted common shares outstanding			84,069		3,362

Management Discussion and Analysis

Plan of Operations

The Company believes that it can participate in the growth of e-commerce as a provider of e-commerce solutions and services. The Company expects to continue utilizing its technology and efficient cost structure, and source technical and engineering personnel in Asia for servicing its customers. The Company is also pursuing initiatives to identify opportunities to acquire technologies or companies that can accelerate the growth of the Company.

Need for Additional Capital

To become profitable and competitive, and execute strategic transactions, we may have to raise additional capital. If we are unable to raise additional equity capital to develop our business and continue earning revenues, we might have to suspend or cease operations and our investors may lose their investment.

We have no assurance that future financings will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Comments & Business Outlook

Tue, 12 Nov 2013 05:00:00 GMT

SITOA GLOBAL INC.
*Condensed Statements of Operations*

			Three Months Ended September 30,				Nine Months Ended September 30,
			2013		2012		2013		2012
			(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

Service Revenue		$	366,550	$	1,424,985	$	2,057,123	$	3,196,924
Cost of Service			401,930		1,762,000		1,833,984		3,118,145
Gross Profit			(35,380)		(337,015)		223,139		78,779

Operating Expenses
	General and administrative		253,730		242,759		969,342		666,936
	Depreciation		833		833		2,500		2,500
	Stock-based compensation (Note 3)		-		58,333		-		383,333
Total Operating Expenses			254,564		301,926		971,842		1,052,770

Loss from Operations			(289,944)		(638,941)		(748,703)		(973,991)

Dividend income			-		-		3,426		-
Gain on exchange difference			-		-		10,927		-
Gain on disposal of investments			-		-		1,201		-
Sundry income			-		-		4,755		-
Interest Income			-		-		1		-

Loss before provisions for income taxes			(289,944)		(638,941)		(728,393)		(973,991)

Provision for income taxes			-		-		-		-
Net Loss		$	(289,944)	$	(638,941)	$	(728,393)	$	(973,991)

Net loss per common share - basic and fully diluted:
	Net loss for the year		(0.00)		(0.02)		(0.00)		(0.03)

Weighted average number of basic and fully diluted common shares outstanding			662,493,024		35,867,274		311,541,510		30,815,548

The accompanying notes are an integral part of these condensed financial statements.

Comments & Business Outlook

Fri, 09 Aug 2013 04:00:00 GMT

SITOA GLOBAL INC.
*Condensed Statements of Operations*


			Three Months Ended June 30,				Six Months Ended June 30,
			2013		2012		2013		2012
			(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

Service Revenue		$	806,700	$	959,409	$	1,690,573	$	1,771,939
Cost of Service			802,940		768,045		1,432,054		1,356,145
Gross Profit			3,760		191,364		258,519		415,794

Operating Expenses
	General and administrative		504,425		191,635		710,857		424,177
	Depreciation		833		833		1,667		1,667
	Stock-based compensation (Note 3)		-		87,500		-		325,000
Total Operating Expenses			505,258		279,968		712,523		750,844

Profit/Loss from Operations			(501,498)		(88,604)		(454,004)		(335,050)

Interest Income			-		-		15,555		-
Loss before provisions for income taxes			(501,498)		(88,604)		(438,449)		(335,050)

Provision for income taxes			-		-		-		-
Net Profit/Loss		$	(501,498)	$	(88,604)	$	(438,449)	$	(335,050)

Net profit/loss per common share - basic and fully diluted:
	Net profit/loss for the year		(0.00)		(0.00)		(0.00)		(0.01)

Weighted average number of basic and fully diluted common shares outstanding			190,935,980		29,130,747		133,157,315		28,261,928

The accompanying notes are an integral part of these condensed financial statements.

Comments & Business Outlook

Mon, 22 Oct 2012 04:00:00 GMT

SITOA GLOBAL INC.

Condensed Interim Statements of Operations

For the Three-Months and Nine-Months Ended September 30, 2012 and 2011

(Unaudited)

(Expressed in U.S. Dollars)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011


Service Revenue	$	1,424,985		$	263,537		$	3,196,924		$	263,537
Cost of Service		1,762,000			337,802			3,118,145			337,802
Gross Profit(loss)		(337,015	)		(74,265	)		78,779			(74,265	)

Operating Expenses
General and administrative		242,759			310,538			666,936			464,090
Depreciation		833			833			2,500			2,500
Stock-based compensation (Note 3)		58,333			253,750			383,333			473,750
Total Operating Expenses		301,926			565,121			1,052,770			940,340

Loss from Operations		(638,941	)		(639,386	)		(973,991	)		(1,014,605	)

Interest Expense		-			(2,233	)		-			(18,007	)
Loss before provisions for income taxes		(638,941	)		(641,619	)		(973,991	)		(1,032,612	)

Provision for income taxes		-			-			-			-
Net Loss	$	(638,941	)	$	(641,619	)	$	(973,991	)	$	(1,032,612	)

Net loss per common share: - basic and fully diluted		(0.02	)		(0.03	)		(0.03	)		(0.06	)

Weighted average number of basic and fully diluted common shares outstanding		35,867,274			24,277,228			30,815,548			16,346,268

Comments & Business Outlook

Wed, 09 May 2012 04:00:00 GMT

SITOA GLOBAL INC.
Condensed Statements of Operations


			Three Months Ended March 31,
			2012		2011
			(Unaudited)		(Unaudited)

Service Revenue		$	812,530	$	-
Cost of Service			588,100		-
Gross Profit			224,430		-

Operating Expenses
	General and administrative		232,542		74,661
	Depreciation		833		-
	Stock-based compensation (Note 3)		237,500		81,250
Total Operating Expenses			470,875		155,911

Loss from Operations			(246,445)		(155,911)

Interest Expense			-		(10,774)
Loss before provisions for income taxes			(246,445)		(166,685)

Provision for income taxes			-		-
Net Loss		$	(246,445)	$	(166,685)

Net loss per common share - basic and fully diluted:
	Net loss for the year		(0.01)		(0.02)

Weighted average number of basic and fully diluted common shares outstanding
			27,393,109		9,108,844

The accompanying notes are an integral part of these condensed financial statements

Auditor trail

Thu, 03 May 2012 04:00:00 GMT

Item 4.01. Changes in Registrant’s Certifying Accountant.

On April 24, 2012, the Company notified Burr Pilger Mayer, Inc. that the Company had dismissed Burr Pilger Mayer, Inc. as its independent registered public accounting firm. On the same date, we approved and authorized the engagement of the accounting firm of Dominic K.F. Chan & Co. as our new independent registered public accounting firm. The Board of Directors of the Company recommended and approved the dismissal.

Burr Pilger Mayer, Inc.’s (“BPM”) report on our financial statements dated March 27, 2012 for the most recent fiscal year ended December 31, 2011 did not contain an adverse opinion or disclaimer of opinion, nor was there a qualification or modification as to uncertainty, audit scope, or accounting principle. BPM’s report contained an explanatory paragraph in respect to the doubt of our ability to continue as a going concern.

In connection with the audit of our financial statements for the most recent fiscal year ended December 31, 2011 through the effective date of dismissal on April 24, 2012, there were no disagreements, resolved or not, with BPM on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of BPM would have caused them to make reference to the subject matter of the disagreements in connection with their report on the financial statements for such years.

During the most recent fiscal year ended December 31, 2011 through the effective date of dismissal of BPM on April 24, 2012, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

We provided BPM with a copy of this current report on Form 8-K prior to its filing with the Securities and Exchange Commission, and requested that they furnish us with a letter addressed to the Securities and Exchange Commission stating whether they agree with the statements made in this current report on Form 8-K, and if not, stating the aspects with which they do not agree. The letter from BPM dated April 24, 2012 is filed as Exhibit 16.1 to this current report on Form 8-K.

During the most recent fiscal year ended December 31, 2011, through the effective date of appointment of Dominic K.F. Chan & Co. on April 24, 2012, we had not, nor had any person on our behalf, consulted with Dominic K.F. Chan & Co. regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor had Dominic K.F. Chan & Co. provided to us a written report or oral advice regarding such principles or audit opinion on any matter that was the subject of a disagreement as set forth in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as set forth in Item 304(a)(1)(v) of Regulation S-K with our former independent registered public accounting firm.

Reverse Merger Activity

Wed, 08 Jun 2011 04:00:00 GMT

On April 5, 2011, Sinobiomed Inc. (the “Company”) reported its entry into a binding Letter of Intent (“LOI”) with Sitoa Corporation (“Sitoa”), whereby the Company was obligated to acquire Sitoa pursuant to a share exchange transaction that was expected to occur on or before June 1, 2011, subject to final approval from Sitoa shareholders. For details regarding the LOI see the Company’s current report on Form 8-K filed on April 5, 2011.

On June 7, 2011, the Company and Sitoa postponed the planned share exchange transaction, and in lieu thereof, agreed to enter into a Software License Agreement, pursuant to which Sitoa granted the Company, a non-exclusive license to deploy, utilize, market and sell certain computer software programs owned by Sitoa, known collectively as the Sitoa Network and Platform for Inventory-Less Online Selling (the “Technology”). The license is granted for a 5-year term and may be extended by another 5 years upon mutual consent of the parties. The Company may assign the License to any party, subject to Sitoa’s written consent. The Company also received the right to use the Sitoa logo for any and all purposes in the support of the marketing of the Technology, including but not limited to advertising, brochures, sales sheets, and other promotional materials and trade shows.

As consideration for its licensing of the Technology, the Company agreed to issue and deliver to Sitoa upon the execution of the Licensing Agreement, 60,000,000 shares of the Company’s common stock, representing 21% of the Company’s issued and outstanding shares (the “Sitoa Stock”), after giving effect to the transactions contemplated by the Licensing Agreement.

Auditor trail

Mon, 18 Apr 2011 04:00:00 GMT

On April 14, 2011, we dismissed Schumacher & Associates, Inc. as our independent registered public accounting firm. On the same date, we approved and authorized the engagement of the accounting firm of Burr Pilger Mayer, Inc. as our new independent registered public accounting firm.

Schumacher & Associates, Inc.’s (“S&A”) report on our financial statements dated March 31, 2011 for the two most recent fiscal years ended December 31, 2010 and 2009 did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles, except that S&A’s report contained an explanatory paragraph in respect to the substantial doubt as to our ability to continue as a going concern.

In connection with the audit of our financial statements for the two most recent fiscal years ended December 31, 2010 and 2009 through the effective date of dismissal on April 14, 2011, there were no disagreements, resolved or not, with S&A on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of S&A would have caused them to make reference to the subject matter of the disagreements in connection with their report on the financial statements for such years.

During the two most recent fiscal years ended December 31, 2010 and 2009 through the effective date of dismissal of S&A on April 14, 2011, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

We provided S&A with a copy of this current report on Form 8-K prior to its filing with the Securities and Exchange Commission, and requested that they furnish us with a letter addressed to the Securities and Exchange Commission stating whether they agree with the statements made in this current report on Form 8-K, and if not, stating the aspects with which they do not agree. The letter from S&A dated April 14, 2011 is filed as Exhibit 16.1 to this current report on Form 8-K.

During the two most recent fiscal years ended December 31, 2010 and 2009, through the effective date of appointment of Burr Pilger Mayer, Inc. on April 14, 2011, we had not, nor had any person on our behalf, consulted with Burr Pilger Mayer, Inc. regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor had Burr Pilger Mayer, Inc. provided to us a written report or oral advice regarding such principles or audit opinion on any matter that was the subject of a disagreement as set forth in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as set forth in Item 304(a)(1)(v) of Regulation S-K with our former independent registered public accounting firm.

Reverse Merger Activity

Tue, 05 Apr 2011 04:00:00 GMT

Sinobiomed, having recently disposed of all its biopharmaceutical businesses, will acquire 100% of Sitoa in a share exchange.

Sitoa, www.sitoa.net a California based company was founded in 2001 with the goal to make it easier for retailers and product suppliers to sell online. The Sitoa solution was based on providing an easy-to-use and comprehensive platform to expand product offerings and take advantage of fast-moving market opportunities. Starting with one online retail partner - Sears.com - and a single product partner - Northgate Computers, Inc. - the Sitoa Network grew to include many of the world's top online retailers and over 1000 name brand and boutique product partners.

The merger with Sitoa enables Sinobiomed to enter a high growth area of business which will expand into the rapidly expanding area of marketplace and social media based online commerce and roll-out Sitoa’s platform into China and Southeast Asia.

Cal Lai, CEO of Sitoa comments: “We are excited to become a public company which allows us to accelerate our growth and expand our reach to key customers and markets. We have a proven 10 year track record of conducting e-commerce business and are well positioned to scale up.”

George Yu, CEO of Sinobiomed, who will move to the role of Chief Financial Officer of Sitoa, added: “Sitoa is a fast growing company in the high growth areas of social media and marketplace e-commerce. We are excited about the prospects of the merger.”

The Company will change the name and ticker symbol upon the closing of the merger.

Reverse Merger Activity

Sat, 02 Apr 2011 04:00:00 GMT

Keychain is Hong Kong limited company, specializing in international telecommunications consulting, management and hosting services on behalf of clients with strategic connectivity and network infrastructure requirements in major world cities

The Company currently has no operations and no source of income. The Company intends to seek out opportunities to enter or acquire new business operations. The underlying value of the company is entirely dependent on the ability of the Company to find and implement a new business opportunity and obtain the necessary financing to capitalize on such opportunity. Since the disposition of its Chinese subsidiaries the Company has decided to re-focus itself to participate in the growth of e-commerce, media and social networking through acquisitions. The Company believes that those areas are converging and will experience high growth globally, and that the Company’s data centre assets, including telecommunications infrastructure, provide the opportunity for the Company to participate in those trends.

Resolution of Legal Issues

Sat, 02 Apr 2011 04:00:00 GMT

On December 6, 2010, we entered into a settlement and conversion of debt letter agreement, dated December 2, 1010 with Mr. Michael Tan, whereby Mr. Tan agreed to convert the debt of $561,370.34 owing to him from us into 10,000,000 shares of our common stock.

Liquidity Requirements

Sat, 02 Apr 2011 04:00:00 GMT

To become profitable and competitive, and execute strategic acquisitions, we may have to raise additional capital. If we are unable to raise additional equity capital to develop our business and earn revenues, we will have to suspend or cease operations and our investors may lose their investment.

Notable Share Transactions

Wed, 05 Jan 2011 05:00:00 GMT

SOBM pays $560,000 owed to an individual in the form of common stock

On December 6, 2010, we entered into a settlement and conversion of debt letter agreement, dated December 2, 1010 (the “Settlement and Conversion Agreement”), with Mr. Michael Tan, whereby Mr. Tan agreed to convert the debt of $561,370.34 owing to him from us into 10,000,000 shares of our common stock. A copy of the Settlement and Conversion Agreement is attached hereto as Exhibit 10.1.

On December 29, 2010, we issued 10,000,000 shares of our common stock to Mr. Michael Tan with respect to the conversion of a debt of $561,370.34 owing to him from us. We believe that the issuance is exempt from registration under Regulation S and/or Section 4(2) under the Securities Act of 1933, as amended, as the securities were issued to the individual through an offshore transaction which was negotiated and consummated outside of the United States.

In addition, on December 29, 2010, we issued 3,400,000 shares of our common stock to two offshore individuals due to the third closing of our private placement at $0.015 per share for total gross proceeds of $51,000. We believe that the issuances are exempt from registration under Regulation S and/or Section 4(2) under the Securities Act of 1933, as amended, as the securities were issued to the individuals through offshore transactions which were negotiated and consummated outside of the United States.

In relation to our private placement offering at $0.015 per share, we have paid a cash finder’s fee in the amount of $4,080 to one individual in Hong Kong.

The proceeds from the above transaction have been or will be used for general corporate purposes.

Deal Flow

Wed, 22 Sep 2010 04:00:00 GMT

On September 15, 2010, we issued 6,666,666 shares of our common stock to two offshore entities due to the second closing of our private placement at $0.015 per share for total gross proceeds of $100,000. We believe that the issuances are exempt from registration under Regulation S and/or Section 4(2) under the Securities Act of 1933, as amended, as the securities were issued to the entities through offshore transactions which were negotiated and consummated outside of the United States.