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Seratosa Inc. (STOA)

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Last Post: 12/22/2014 2:32:41 PM - Followers: 232 - Board type: Free - Posts Today: 2

STOA Has New Management

STOA Latest 10Q
O/S  16,372,837
Revenue  $383,321.00
Assets (cash)  $304,028
Market Cap  $18,680
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 32,935,837 (per T/A as of Dec. 1, 2014).
Current cash assets are 16.3 X current Market Cap
Current Revenue is 20.5 X current Market Cap
Contact the CEO (Brent Suen) at    

STOA is a pump and dump scam.

So potential buyers should be very very careful indeed!

Here's  great compliation 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” 

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Current Price
Bid Ask Day's Range
STOA News: Amended Statement of Ownership (sc 13g/a) 12/17/2014 10:19:46 AM
STOA News: Amended Statement of Ownership (sc 13g/a) 12/04/2014 03:49:41 PM
STOA News: Current Report Filing (8-k) 11/19/2014 05:25:15 PM
STOA News: Quarterly Report (10-q) 11/19/2014 05:21:51 PM
STOA News: Notification That Quarterly Report Will Be Submitted Late (nt 10-q) 11/17/2014 05:26:29 PM
#24766   Yes ASK 12/22/14 02:32:41 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
#24765   If I had spare cash now, I'd buy 07up 12/22/14 02:09:50 PM
#24764   .0016. Not a bad close. 07up 12/19/14 05:48:30 PM
#24763   LOL. That's thone of the market's most notorious sunspotter 12/19/14 10:41:03 AM
#24762   Heavy volume now - 2 shares... 07up 12/19/14 10:22:06 AM
#24761   I wonder if the MM's are signaling to 07up 12/19/14 10:07:47 AM
#24760   Stand corrected. 2 issuances for over 5 million WarMachine 12/19/14 08:16:34 AM
#24759   2 weeks ago it was Filed by: KCG 07up 12/19/14 08:09:23 AM
#24758   Same one filed 2 weeks ago. They just WarMachine 12/18/14 11:27:02 PM
#24757   Form SC 13/GA Seratosa Inc. filed 12/17/14 07up 12/18/14 08:22:49 PM
#24754   Proof of CEO claims will either be verified moras 12/16/14 10:44:56 PM
#24753   <YAWN> Seasoned traders have seen this done before. WarMachine 12/16/14 10:26:46 PM
#24752   New CEO has nothing to do with whatever ASK 12/16/14 06:57:34 PM
#24750   Nice update. ASK 12/16/14 06:36:21 PM
#24747   I'd like to see a new name and 07up 12/16/14 05:02:51 PM
#24746   Very glad to hear the update - it's encouraging! 07up 12/16/14 04:16:31 PM
#24744   No major group of investors is ever going exploreit 12/16/14 11:04:06 AM
#24743   Well, I don't often read a header such moras 12/16/14 09:28:51 AM
#24742   There are over a 150 boards on ihub exploreit 12/16/14 09:01:11 AM
#24741   Sounds just like a quote used by every WarMachine 12/16/14 07:25:14 AM
#24740   So it seems that you are in agreement exploreit 12/16/14 07:18:05 AM
#24739   "There are no guarantees that the Company will sunspotter 12/16/14 07:08:26 AM
#24738   As productive as that may seem, my background Empirica 12/16/14 03:58:30 AM
#24737   Press Release Empirica 12/16/14 03:09:50 AM
#24736   If you issue those preferred share to holders, exploreit 12/15/14 01:06:16 PM
#24735   Good afternoon If you really want to put this exploreit 12/15/14 12:31:35 PM
#24734   I expect the PPS to go down somewhat 07up 12/15/14 11:09:23 AM
#24733   Few years back I had the same situation ASK 12/10/14 09:22:44 PM
#24732   I'm going to add more and hold for 07up 12/10/14 07:27:49 PM
#24731   Brent is hinting for PRs and 8K few ASK 12/10/14 06:25:31 PM
#24730   I'm trusting he is real, able, committed and 07up 12/10/14 05:01:05 PM
#24729   There are a few that post on IHUB. moras 12/10/14 04:34:50 PM
#24728   Yes, not too much longer now. 07up 12/10/14 04:30:09 PM
#24727   I do appreciate your update. 07up 12/10/14 04:00:06 PM
#24726   Thx I have noticed that as well. ASK 12/10/14 11:46:05 AM
#24725   Thanks for the update. Much appreciated and an moras 12/10/14 11:14:15 AM
#24724   CB not complete yet. Empirica 12/10/14 11:00:39 AM
#24723   nice lorel! JohnnyBlaze 12/10/14 09:16:42 AM
#24722   New CEO. ASK 12/10/14 08:17:03 AM
#24721   You mean you hope this is just not moras 12/09/14 11:46:21 PM
#24720   If CB is done, PPS will move quickly imo. ASK 12/09/14 09:03:18 PM
#24719   Looking better now! 07up 12/09/14 04:08:43 PM
#24718   0.0016 gone. ASK 12/09/14 04:05:14 PM
#24717   I hope they stay away and do not return. 07up 12/09/14 03:56:25 PM
#24716   Well I don't see BKRT or Vndm around moras 12/09/14 02:05:41 PM
#24715   Lots to consider. ASK 12/09/14 01:59:39 PM
#24714   Looks like just in time. I don't see moras 12/09/14 01:02:50 PM
#24713   I am in now. ASK 12/09/14 12:50:49 PM
#24712   Too many scammers. I wouldn't trust anyone throwing WarMachine 12/08/14 07:20:17 PM
#24710   Well, you have time for that. I don't moras 12/06/14 12:05:40 AM