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):

June 20, 2014 (June 16, 2014)


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.)


Sino Favour Centre, Suite 1203

1 On Yip Street, Chaiwan

Hong Kong HKSAR

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


Registrant’s telephone number, including area code

(408) 548-7520


                      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))



 


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.




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: June 20, 2014

 

By:

/s/ James Wang

 

 

Name:

James Wang

 

 

Title:

President & CEO