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 1, 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))

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ITEMS TO BE INCLUDED IN THIS REPORT

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.

Item 7.01.  Regulation FD Disclosure

On June 2, 2015, Seratosa, Inc. issued a press release announcing a definitive license agreement with 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").

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.

Item 9.01.  Exhibits.  Financial Statements and Exhibits

	(c)	Exhibits
	10.1	Software Licensing Agreement dated June 1, 2015
	99.1	Press Release issued June 2, 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.

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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 9, 2015		By: /s/ Brent Suen
		Name: Brent Suen
		Title: President & CEO

 

EXHIBIT 10.1

Ad2 Inc. and Seratosa, Inc.

SOFTWARE LICENSE AGREEMENT

June 1, 2015

Ad2 Limited, a Company incorporated in the Republic of Seychelles (“Ad2”) and Seratosa, Inc., a Delaware corporation (“STOA”) have agreed to establish this SOFTWARE LICENSE AGREEMENT in order to provide STOA 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, known collectively as the Wechat Backstage Platform (“the Technology”), that are useful in creating, managing and coordinating channels for product sales via Wechat. The components of the Technology are listed in Appendix A.

1. SCOPE OF LICENSE

1.1 LICENSE GRANT.  A non-exclusive license to Ad2 Technology: Ad2 grants STOA a License to deploy, utilize, market and sell the Technology worldwide.

1.1.1 TERRITORY.  The Territory of the license shall be worldwide.

1.1.2 TERMS.  The license shall be granted for 5 years upon signing of this agreement and may be extended by another 5 year upon mutual consent.

1.1.3 ASSIGNMENT.  STOA will have the right to assign the License to any party, only upon express, written consent of Ad2 which shall not be unreasonably withheld.

 

1.2  LOGO.  STOA will be granted the rights to use the Technology Logo's, branding and marketing collateral for any and all purposes in the support of the marketing of this Technology, which includes but is not limited to advertising, brochures, sales sheets, and other promotional materials and at all appropriate trade shows.

2.LICENSE FEES.

In return for the License granted above, STOA agrees to provide shares of common stock of STOA, valued at US$1 Million (US$1,000,000) to Ad2, payable upon signing of the SOFTWARE LICENSE AGREEMENT. The issuance price will be pegged at .005 per share or equivalent ratio in the event of a reverse split of the Company's common shares.

3. MARKETING AND SUPPORT

3.1 STOA MARKETING AND SALES EFFORTS. STOA shall use best efforts to promote and market the Licensed Software to Retailers and Suppliers in order to maximize the licensing and distribution of the Licensed Software to Retailers and Suppliers worldwide.

 

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3.2 Ad2 MARKETING AND SALES EFFORTS. Ad2 shall use its commercially reasonable efforts to support and assist STOA in promoting and marketing the Technology to Wechat customers worldwide.

 

4. INSTALLATION, TRAINING, TECHNICAL SUPPORT AND MAINTENANCE

STOA shall be responsible for conducting all activities required to utilize the Technology to gain new customers, sell products and services and market to potential strategic partners.

5. OWNERSHIP AND PROPRIETARY RIGHTS.

 

Ad2 shall retain all title, copyright and other proprietary rights in and to the Licensed Software.

6. GOVERNING LAW.

This Agreement shall be governed in all respects by the laws of Hong Kong.

7. TERMINATION.

Either party, may terminate this agreement with a 30 day written notice.

 

/s/ Dennis KAM Thai Leong

/s/ Brent Y. Suen

Dennis KAM Thai Leong

Brent Y. Suen

Director

President and CEO

Ad2 Limited

Seratosa, Inc.

Offshore Incorporations (Seychelles) Limited

138 Queens Road, 11F, V. Heun Building

P.O. Box 1239, Offshore Incorporations Centre

Central, Hong Kong, SAR

Victoria, Mahe, Republic of Seychelles

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Appendix A

(Translation from Chinese)

The existing Wechat Backstage basic functions

Name

Function

Website

Quickly helps enterprises create Wechat mobile websites

360 degree full view

Interactions, free browsing, Experience of 3D VR visual vision

Customize menu

Enterprise Wechat information for  "navigation"

Intelligent automatic customer service

Smart reply,  fast human customer service, No dropped calls

WeChat member card

Wechat  shows the membership card in the mobile phone, convenient to carry and never lost

WeChat activity

Using a variety of activities designed to attract your fans

Reservation

Online booking, improved enterprise profits

WeChat photo album

Enterprise images, lets users better understand enterprise information

Shopping mall

Create the brightest and best of mobile electronic business

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Data statistics

Real-time statistics of public accounts of followers, focused marketing analytics, timely adjustment

Customer service

Instant messaging, fast communication with fans, improve the stickiness of fans

The existing CRM backstage functions

Name

Function

QR-code

Quick and easy way of interacting with customers. By scanning the QR-code, can provide customer service and collect related information at the same time

Social platform management

Multi-social platform – unified management and information release. Multi-social account – unified platform management. Text, pictures, video, multimedia information release. Tracking data statistic after information release. Fans intelligence batch management. Information collection and management. Fans group characteristics data statistics. Send information delivery time can be set automatically Send information to the social platform for automatically checking the settings.

LBS positioning system

Member position information into the CRM system List of member stores that are closest, and show on the map. It can calculate the navigation route information. Stores event information. Member position information into the CRM system

CRM system

Working out the problems cannot be effective to establish member management systems via call physical channel customers Implements effective membership information input and management analysis with QR-code, social platform management system, physical channel, e-business platform, media promotion, activity. Intelligent system of data collection and analysis, understand their customers, to the target customers and loyal customers marketing more effective. As a development strategy for the enterprises long-term basis, members of large data reserve for the enterprise provides the possibility of future development.

EXHIBIT 99.1

Seratosa Enters Into Software Licensing Agreement

Hong Kong, June 2, 2015 -- Seratosa Inc. (OTCQB:STOA) ("Seratosa" or the "Company"), an e-commerce facilitator  announces that it has signed a software licensing  agreement with Ad2 Limited (“Ad2”), which markets to users of Wechat in China and abroad.

Ad2, owns an electronic commerce (“eCommerce”) platform named Wechat Backstage that is utilized for the marketing and selling of products to Wechat's platform. Wechat, owned by Tencent Limited (OTC ADR: TCEHY), has 549 million users worldwide, and is a competitor to WhatsApp, Line and Skype.

The terms of the acquisition are a share issuance of US$1 million of newly issued Seratosa shares in exchange for the exclusive global license of the Wechat Backstage platform. The issuance is priced per share at .005 or equivalent ratio in the event of a reverse split. The shares are subject to SEC Rule 144 restrictions.

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:

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