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Seratosa Inc. (STOA)

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Last Post: 5/23/2015 11:39:12 AM - Followers: 319 - Board type: Free - Posts Today: 0

STOA is a pump and dump scam.

So potential buyers should be very very careful indeed!
Here's  great compilation of DD by Plague:

STOA DD Compilation by: Plague

Here is my full compilation of DD (Due Diligence) regarding STOA with special attention on the last three Schedule 13G (SC-13G) forms representing a party's ownership of stock that is over 5% of the company.

The latest SC-13G was filed June 21, 2013. It showed Hanover Holdings I, LLC owning 25,837,320 shares.

The next SC-13G was filed April 29, 2013. It showed ASHER ENTERPRISES, INC. owning 9,654,837.

Four SC-13Gs were filed between 2013 and 2012 for Magna Group LLC which reported 4,545,454 shares in the latest filing.

These companies have had extensive research done on them and this information has been posted in the DD research forum on IHub. From the looks of things, these companies almost always lead to dilution which causes a lower share price over time.

Post by NoDummy, most respected DD analyst on IHub:

“Asher Enterprises, Inc - toxic debt financier

Over the past several months I have seen Asher Enterprises Inc show up in more and more penny stock filings.

Doing a search through SEC reporting companies brings up the name Asher Enterprises Inc almost 800 times since March of 2010

Asher Enterprises, Inc is a toxic debt financing company domiciled in Delaware, located in New York, and run by Curt Kramer.

1 Linden Pl., Suite 207
Great Neck, NY. 11021
Curt Kramer, President

People may recognize the name Curt Kramer from Mazuma Holding Inc and Mazuma Funding Corp. Mazuma ran out of the same office as Asher Enterprises, Inc. While involved with Mazuma, Curt Kramer and his partner Charlie Mayo helped finance several penny stock scam companies.

Asher Enterprises Inc usually gets involved in smaller sized financing agreements that do not require S-1 filings. Common factors in Asher Enterprises Inc financing agreements are really high interest rates and especially ugly conversion ratios. The terms of most Asher Enterprises Inc Notes allow Asher to convert their debt into free trading shares at a 60% discount to the 3 worst closing prices over the previous 10 trading days. Taking the 3 worst closing prices over the previous 10 trading days can often translate into Asher Enterprises Inc getting their shares at well below half of the market price.

These kind of toxic debt arrangements are the most damaging type of financing arrangements because of the high amount of interest the Notes accumulate and the huge discounts given on the shares issued to the Note holder.

The lower the share price goes the more profitable these toxic debt agreements become for the Note holder like Asher Enterprises Inc. Because of this there is incentive for the Note holder to short the stock to drive down the price before converting the Note into free trading shares. After converting the Note into shares the interest changes to pumping the stock to attract buyers to try to sell those shares at as high a price as possible. The Note holder will often time pay for a promotion to facilitate the dumping of their shares. This brings in unsuspecting investors who have no idea they are about to get dumped on probably causing them great losses.

The dumping of these super discount shares drives down the share price of the stock. The lower the share price goes the harder it becomes for the company to raise capital forcing the company to seek out more toxic financing agreements. The lower the share price goes the more discounted shares have to be issued to settle these toxic debts in the future. The company is now trapped in a toxic death cycle. Once a company signs a toxic financing agreement like the type that Asher Enterprises Inc offers there is usually no escaping the inevitable toxic death cycle after that. The outstanding share count will continue to go up and the share price will continue to go down.

It is for this reason that all investors (whether short term flippers or long term investors) need to learn to read filings and recognize toxic financing agreements. Look for convertible debt Notes and look at the terms of those Notes.

Unfortunately not all penny stocks are fully reporting. For non-reporting companies there is usually no way to know if the company is involved in a toxic financing arrangement. This is one of the reasons that non-reporting companies are so risky. You never know when dilution is going to be a major factor in destroying the share price.

Not every toxic Note holder has an easily recognizable name like Asher Enterprises Inc or Lionheart Associates LLC or JMJ Financial or Tangiers Investors LP or NIR Group. Sometimes it is the insiders of the company (former officers/directors, current officers/directors, friends and relatives of former or current officers/directors, etc) that set up toxic convertible debt Notes for their own self-enrichment.

Any time you see a convertible debt Note show up in a company filing you better be well aware of when the Note holder received that debt Note and when that Note can start being converted into discounted free trading shares. All convertible debt Notes are red flags for future dilution.

Hopefully some of the changes that come out of the recent SEC Roundtable on the Execution, Clearance and Settlement of Microcap Securities will help curve these self-enrichment scams that involve insider owned Toxic debt Notes and also prevent the market manipulation that so often comes with all Toxic financing agreements like the ones offered by Asher Enterprises Inc.”

Here is some of the shady history of Magna group and what they did with SMHS.

My apologies for any errors that may have occurred in the copy/paste.


“SMHS has a history of issuing free trading shares to a company called Magna Group LLC which according to SMSH is owned by Jason Sason

In total Magna Group LLC got 87,156,912 free trading shares between October 5, 2010 - March 31, 2011.

It looks like they have some kind of draw down financing arrangement with this company. Magna Group LLC is being issued shares at a discount to the market price and then they are selling those shares for a profit. SMHS gains financing from the arrangement, Magna Group LLC makes money, and the SMHS shareholders lose out.

You can see how the number of shares issued to Magna Group LLC gradually becomes higher and higher each time. That is for two reasons.

#1) because the share price gradually goes down as those shares are diluted into the market

#2) because as the outstanding share count goes up Magna Group LLC is able to be issued more shares without going over 10% ownership and having to do filings to claim those shares.

So you can pretty much be sure that this pattern has continued since March 31, 2011 with Magna Group getting a higher and higher number of discounted shares to sell each time.

Just for an example of what kind of discount Magna Group LLC is getting let's look at what the share price of the stock was at compared to the price that Magna Group LLC had to pay starting from the first issuance on October 5, 2010 all the way to March 31, 2011. Take notice on how the share price has gotten lower and lower and lower and lower during those 6 months.

On October 5, 2010 Magna got 905,066 shares at $.031/share. On October 5, 2010 SMSH closed at $.052/share.

On October 15, 2010 Magna got 1,604,279 shares at $.0187/share. On October 15, 2010 SMSH closed at $.043/share.

On October 26, 2010 Magna got 1,500,000 shares at $.02/share. On October 26, 2010 SMSH closed at $.019/share.

On November 22, 2010 Magna got 2,272,727 shares at $.011/share. On November 22, 2010 SMSH closed at $.021/share.

On December 2, 2010 Magna got 2,272,727 shares at $.011/share. On December 2, 2010 SMSH closed at $.023/share.

On December 9, 2010 Magna got 2,500,000 shares at $.01/share. On December 9, 2020 SMSH closed at $.022/share.

On December 17, 2010 Magna got 2,840,909 shares at $.0088/share. On December 17, 2010 SMSH closed at $.016/share.

On December 29, 2010 Magna got 4,496,402 shares at $.00556/share. On December 29, 2010 SMSH closed at $.016/share.

On January 4, 2011 Magna got 4,496,402 shares at $.00556/share. On January 4, 2011 SMSH closed at $.022/share.

On January 12, 2011 Magna got 3,500,000 shares at $.01/share. On January 12, 2011 SMSH closed at $.018/share.

On January 19, 2011 Magna got 5,714,286 shares at $.007/share. On January 19, 2011 SMSH closed at $.016/share.

On January 28, 2011 Magna got 5,714,286 shares at $.007/share. On January 28, 2011 SMSH closed at $.013/share.

On February 9, 2011 Magna got 9,523,810 shares at $.00315/share. On February 9, 2011 SMSH closed at $.0081/share.

On February 23, 2011 Magna got 9,523,810 shares at $.00315/share. On February 23, 2011 SMSH closed at $.012/share.

On March 3, 2011 Magna got 7,792,208 shares at $.0035/share. On March 3, 2011 SMSH closed at $.0072/share.

On March 16, 2011 Magna got 10,000,000 shares at $.003/share. On March 16, 2011 SMSH closed at $.0055/share.

On March 31, 2011 Magna got 12,500,000 shares at $.002/share. On March 31, 2011 SMHS closed at $.0032/share.

On average Magna Group LLC is getting their shares at about a 50% below the market price then selling them immediately into the market and driving the share price lower and lower.

This constant share selling is killing any pump that is done on this stock and over time it continues to drive the price gradually lower and lower.

Between January 1, 2011 and March 31, 2011 the float increased by almost 65,000,000 shares from 47,773,426 to 112,300,132. All of those shares were shares issued to Magna Group LLC

I would estimate that between April 1, 2011 and June 30, 2011 based on the average trading price of the stock during that time and the pattern of share issuing to Magna in the past, Magna received approximately 150,000,000 more free trading shares during that 3 months bringing the float up to around 262,300,132.


Who is Magna Group LLC?

They were formed as a business entity in Texas on January 27, 2010. According to SMHS their sole officer is Jason Sason.

Magna Group LLC doesn't have its own address. It uses the address of its resident agent - United Corporate Services Inc. The company seems pretty much obscure.

SMHS never put out a single press release or did a single filing for this financing agreement with Magna Group LLC. The first time that any disclosure at all was given for this financing arrangement was in the most recent quarterly report filed on May 10, 2011 (8 months after the share dilution started).

Very very suspicious set-up going on there to say the least.

Hanover Holding is related to Magna Group. DD by Cassandra.

“Magna Group / Hanover Holdings is typically just as toxic as other similar financiers like Asher Enterprises. Magna is a newer entity so less notorious (inception in 2009).

There are two types of PIPEs specified in the 8-K. The first is what is sometimes called a shelf offering wherein ADXS will file a registration statement for the shares underlying the offering. Once the registration is declared effective by the SEC, shares already issued as well as future shares will be immediately free-trading.

The other is assignment of two convertible notes. These shares are often sold in reliance upon Rule 144 and, if over 1 year old, are often converted as free-trading shares.

Interestingly the shelf offering is being done by Hanover Holdings I, LLC - an affiliate of Magna Group while the convertible notes are with Magna.

The specific terms for both the shelf offering and convertible notes are included with the 8-K:

You will likely notice certain market makers (e.g. AUTO or others) executing the sales of the dilution shares but they will not show the entire block on the ask. They are typically in small blocks with a new one showing up seconds after execution of the former one. It's impossible to tell the true depth of the ask with this method of trading.

From the Magna Group website:

Our blocks of shares are handled exclusively by our in-house desk

Stock is worked on a trade-by-trade, second-to-second basis – we never place a limit order on an entire block of shares

We use agency-only executing desks, no market makers take positions against our orders and order placement is discreet

Our traders are only trading the small and mid-cap markets and have priceless experience in understanding the differences amongst these and the broader stock market” 


                                            STOA Has New Management


                                                      STOA Latest 10Q

                                                                                                              O/S  127,020,524 (Per T/A 03/03/2015)
                                                                                                           Revenue  $383,321.00
                                                                                                          Assets (cash)  $304,028
                                                                                                             Market Cap  $114,000


                                                                           STOA is an SEC Reporting company registered in Delaware.

                       STOA has nearly extinguished all convertible debt, by conversion of shares. Currently the O/S is 127,020,524  (per T/A as of 03/03/2015).

                                                                                 Current cash assets are 3 X current Market Cap

                                                                                    Current Revenue is 3 X current Market Cap

                                                                      Contact the CEO (Brent Suen) at    

                                        A couple of interesting posts on IHUB from CEO  (Brent Suen)




46MM+ SHARES at the end of DECEMBER 2014

*NOTE* Only reason it is this low is due to a reverse split
Capital Change=shs decreased by 1 for 10000 split. Ex-date=12/17/2013

279MM+ SHARES as of 04/17/15

ADDED 233MM+ shares in just 3 1/2 months


All Toxic Magna And Asher Debt is off the books

All Toxic Magna And Asher Debt is off the books

No Change in O/S since 4/27/2015

O/S is 306,323,723

Market Cap on 5.11.15 is $244k

TA is not gagged- email to confirm O/S is not increasing:

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Current Price
Bid Ask Day's Range
STOA News: Amended Quarterly Report (10-q/a) 05/22/2015 01:44:28 PM
STOA News: Quarterly Report (10-q) 05/20/2015 12:53:19 PM
STOA News: Notification That Quarterly Report Will Be Submitted Late (nt 10-q) 05/15/2015 12:19:30 PM
STOA News: Current Report Filing (8-k) 04/23/2015 01:05:24 PM
STOA News: Small Cap Traders Issues Analyst Briefs on Four Companies that are Making Moves 04/23/2015 07:00:00 AM
#32071  Sticky Note HUGE DILUTION OVER as of 4/23 !!!!! love your neighbor 05/20/15 08:31:22 PM
#30690  Sticky Note HUGE DILUTION!!!!! 306,323,723 O/S as of 4/23/2015 WarMachine 04/23/15 08:58:06 PM
#25259  Sticky Note Update on recent activities with STOA and clarification Empirica 01/27/15 08:01:50 PM
#24741  Sticky Note Sounds just like a quote used by every WarMachine 12/16/14 07:25:14 AM
#12149  Sticky Note Please stay on topic. The only topic to IH Admin [Dan] 06/22/13 03:54:48 PM
#32161   hopefully we get news this week Mistr Tommy 05/23/15 11:39:12 AM
#32160   Will look to add more to my position Johnny Z 05/22/15 04:19:51 PM
#32159   Yes. I'm hoping he can apply all that 07up 05/22/15 04:04:30 PM
#32158   Impressive. The guys background speaks volumes. winningman 05/22/15 03:43:45 PM
#32157   Brent sure is thorough. Should bode well for 07up 05/22/15 03:15:59 PM
#32156   I'll be thanking you when we see copper ;) Elcappy1 05/22/15 02:50:59 PM
#32155   Sitoa Global has been removed from the 10-Q/A. jhnvtjll 05/22/15 02:35:56 PM
#32154   Explanatory Note jhnvtjll 05/22/15 02:32:37 PM
#32153   I noticed it right away when I first jhnvtjll 05/22/15 02:32:13 PM
#32152   You should be thanking me for pointing out liable 05/22/15 02:26:02 PM
#32151   Lmao! Pardon me patience ;) Elcappy1 05/22/15 02:15:33 PM
#32150   Lmao! I like the common sense part. Peeps Elcappy1 05/22/15 02:14:19 PM
#32149   Not sure Why after reviewing the original 10k love your neighbor 05/22/15 02:11:30 PM
#32148   Sir, check the most recent filing. I believe Johnny Z 05/22/15 02:03:10 PM
#32147   Sweet dynamite!!! love your neighbor 05/22/15 01:59:34 PM
#32146   They fixed that quick! DDHOUND 05/22/15 01:57:49 PM
#32145   Brent, nothing but time on your hands? How liable 05/22/15 01:37:39 PM
#32144   No volume? winningman 05/22/15 01:18:33 PM
#32143   Ask him, see if he'll at least be liable 05/22/15 12:53:16 PM
#32141   Brent, thanks for the message. You seem to liable 05/22/15 12:31:11 PM
#32140   Love the facts ;) Elcappy1 05/22/15 12:11:30 PM
#32139   STOA is a treasure- no toxic death spiral love your neighbor 05/22/15 11:45:47 AM
#32138   one mans trash is another's treasure - lol love your neighbor 05/22/15 11:34:56 AM
#32137   At this point the stock is garbage. Those liable 05/22/15 11:33:32 AM
#32136   wrong, the best thing about pinksheet stocks is love your neighbor 05/22/15 11:29:05 AM
#32135   The best thing about the pink sheets is liable 05/22/15 10:47:11 AM
#32134   Yep. Now they are both CEO - didn't love your neighbor 05/22/15 10:31:50 AM
#32133   The only ones who are confused are love your neighbor 05/22/15 10:29:48 AM
#32132   Learn about how these finacials are uploaded- then love your neighbor 05/22/15 10:28:30 AM
#32131   Brent Suen called James Wang a huge disaster, liable 05/22/15 10:22:45 AM
#32130   Is this SITOA Global, or Seratosa Inc? The liable 05/22/15 10:17:53 AM
#32129   Clerical error? How is someone signing an attestation liable 05/22/15 10:14:29 AM
#32128   Shareholders should plead to the CEOs to reduce liable 05/22/15 10:05:31 AM
#32127   James WANG, DANG BOOMERANG! Back to do more damage. WarMachine 05/22/15 10:02:30 AM
#32126   I know it is exciting to think a love your neighbor 05/22/15 09:54:30 AM
#32125   "Brent is the only president and CEO of STOA." sunspotter 05/22/15 09:50:55 AM
#32124   No need for you to be concerned- lol. love your neighbor 05/22/15 09:48:56 AM
#32123   The thing that concerns me from the 10Q liable 05/22/15 09:42:53 AM
#32122   No, that is not even close to the liable 05/22/15 09:17:47 AM
#32121   don't eliminate clerical error- that would be similar love your neighbor 05/21/15 06:10:34 PM
#32120   Has anyone heard from our new CEO? Since liable 05/21/15 05:59:51 PM
#32119   Chartists give us your feedback what are near, ki2002rom 05/21/15 03:42:13 PM
#32118   Jumped on the bid for another 2m partial ki2002rom 05/21/15 03:39:28 PM
#32117   3.5m shares to get to .001 - let's love your neighbor 05/21/15 03:38:17 PM
#32116   let's close at 10 ? Nice green - :) pand2015 05/21/15 03:36:16 PM
#32115   YES:) & it's doing much better pand2015 05/21/15 03:30:40 PM
#32113   O/S unchanged - that is awesome. some plays love your neighbor 05/21/15 01:27:21 PM
#32112   OS unchanged 306M as of 5/21 Just got email ANIA77 05/21/15 01:05:48 PM
#32111   "to many" liable 05/21/15 10:54:05 AM
#32109   Good point, even with the return of the liable 05/21/15 10:17:59 AM