Sinobiomed (GREY:SOBM)

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.

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.

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.

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.

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.

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.

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)).

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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

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 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 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.

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.

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.

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.

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.

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.  

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.

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.

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.

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.

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.

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.