CEO -Empirica- compilation of his posts on this board:
11-20-14 to 12-25-14
For easier reading...
Empirica Thursday, 11/20/14 08:17:15 PM
Re: None
Post # of 24884
A Message from the new CEO of STOA
Greetings,
Firstly, let me say that it is thank-you to those who participate on this board regardless of opinion of the company.
Secondly, as ‘acting’ CEO, I will make every effort to not provide or infer anything that is ‘material non-public information’.
I only yesterday, joined Ihub and this board in order to clarify a few matters and also see if a little more clarity can be shed around issues that occurred in the past with STOA.
Indeed, I attempted to contact one of the posters here (Warmachine) in order to see if he/she might be open to discussion about the post regarding an event that occurred a while back in order to shed some light on it.
Yes, there was an incident that happened in 1993 that was settled in 1996 When I was 24 years old - I applied for a mortgage and at the ’suggestion’ of the mortgage officer, stated that i was reimbursed for business related expenses when in fact i was not. At the time, my business expenses were a large percentage of income the previous year as there are a number of client related expenses involved in gaining and maintaining clients and back then, investment banks (at least my firm) didn’t reimburse. Needless to say, I made a mistake and was penalized for it. There is no excuse for this, however not one single client left and the mortgage officer was actually fired for admitting that he recommended me to do this.
Was this a mistake? Absolutely. Would I do it ever again? Absolutely not.
It is mistakes that teach us and mistakes that build character.
It’s purely up to others to make a judgement about whether or not this deems me to be a bad person and if it provides a future glimpse into how I will try and fix STOA.
As many of you know, STOA has had a number of failed attempts at acquiring other businesses. The SEC filings are testament to that. I did a huge amount of due diligence to get a handle on things and reasoning for the acquisitions not going thru and am satisfied that there is still potential with enough of the company to try and create value.
As for trying to create value, there are a number of steps to pursue including, having to wait until the CB holders complete their selling and conversions which have killed the share price not only recently, yet also in 2012 and 2013 which is quite unfortunate.
I won’t make excuses for prior management and in the best interest of progress, my task at hand now is to clean up whatever mess is in front of me and then try and identify ways to build something with the platform itself.
Should anyone wish to contact me, please do so at contact@empirica-sa.com as its more efficient than using the message function here. I would ask though, that no questions are asked that would violate the SEC and FINRA rules regarding non-public information.
I sincerely hope that this puts some clarity to things and appreciate that there is still an active community in the shareholding base.
Regards,
Brent Suen
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Empirica Thursday, 11/20/14 09:55:11 PM
Re: WarMachine post# 24393
Post # of 24884
Thank you for your candor and support.
I hope to be able to build some value here and will do my best to find ways to do that while keeping shareholders better informed on the how and why.
Kind Regards,
Brent
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Empirica Friday, 11/21/14 12:28:07 PM
Re: M0NEYMADE post# 24511
Post # of 24884
and it's also the same address as Civil Defense Supply UK, which is owned by our partner Eran Brauer, who also owns the entire estate that our offices are situated on in addition to the bed and breakfast.
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Empirica Saturday, 11/22/14 06:18:40 AM
Re: None
Post # of 24884
Humorous at best….
After reading the posts for the past day, especially the ones attempting to cast doubt on my other business, it's best for me to refrain from posting in response to these as well as try and defend a business that is straightforward and has no relevance to STOA whatsoever.
However, if one must know about our UK HQ, there is a thumbnail photo on the 'Contact' page on our site as well as the address. This is easily vetted by having someone in the East Midlands (Lincolnshire) take a little drive by and see for themselves.
Apologies to retireat40 for incorrectly pegging him as the one I meant to respond to.
The best thing from here is to pay attention to any filings and press releases, do proper due diligence and weigh any risks/reward accordingly.
Bear in mind that there are still outstanding convertible debentures from earlier this year that are still being sold down and converted. It’s fairly likely the holders have been responsible for the selloff and price destruction as this is the normal course of business for them. It is unfortunate that shareholders have to bear this pressure although once it is cleaned up, then it is cleaned up. Personally, I'm not a fan of this structure and there are many better ways of funding a company although I wasn't around to choose before so it's a moot point.
Best wishes in the markets to all.
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Empirica Saturday, 11/22/14 10:07:36 PM
Re: moras post# 24554
Post # of 24884
Convertible Debt
From what I've been able to gather so far, the remaining Convertible was in the amount of $60,000 back when I began the due diligence.
There are a few things to understand about CB's and the buyers of them so I'll try and simplify it as best I can.
Typically, the firms that buy CB's from OTC and Pink Sheet companies have two levels of interest - 1) making a profit by way of immediate conversion. 2) trading around their positions both long and short also capturing profits from market movement emanating from their selling and also buying (long and short covering).
Last years volume and massive share issuance came from several CB holders and the total amount issued to them was somewhere around $1.1mm in CB's.
I'd estimate that the current amount left is around $8-12k so at a discount of ~40%, that would end up equating around 13mm new shares to be issued.
Bear in mind, the shares don't get issued first then sold, they are sold short against the CB then covered when the CB shares are exercised so the recent volume is indicative of their brokers/market makers trading it for them and providing blocks of shares sold short that they will then cover.
Even with anti-short selling clauses in agreements, lock-up agreements and other mechanism's in place, CB holders have multiple ways around this so frankly, that lock-up is meaningless.
We'll just have to wait it out until they complete then try and find a way ahead from there.
Once they are done, it makes it considerably easier to create a strategy to build the company whether it's done thru acquisitions or organically.
Please allow me some time to get things done.
All the best in the markets!
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Empirica Sunday, 11/23/14 12:40:44 AM
Re: moras post# 24564
Post # of 24884
a market maker can sell shares short without the borrow. typically groups that purchase CB's in masse have either relationships with market makers or actually own a broker dealer as a separate subsidiary.
I have it on good faith that the $350k originally issued is down to the area I provided earlier so this is my estimate on further share issuances. ESTIMATE ONLY.
It's not legal to provide any comments on news issuance, potential for price appreciation or targets and frankly, the task at hand is to work on the business and report progress as it occurs.
all the best!
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Empirica Friday, 11/28/14 01:59:56 AM
Re: texasoil post# 24637
Post # of 24884
In 2007/2008, I was part of a group (IRG TMT Asia Fund) that invested $2.7mm into Sinobiomed. Sinobiomed had a market cap of $300 million at the time and raised $19 million in funding from institutional investors including IRG TMT Asia Fund, CITIC, Accelera Ventures and Temasek Group.
Sinobiomed's management made a number of mistakes and the investor group nominated me to restructure the company, subsequently selling the land, assets and business to a division of CITIC Group. The project took 9 months.
Since 2011 I’ve kept track of the company although only as a passive shareholder. Recently, I made an offer to take over the business and restructure it, only if the other management members stepped down hence my involvement.
Read the 10-Q and 10-K’s from then until now and it’s clear that I was neither on officer or director in the company. Edgar filings are one of the best sources of due diligence to see a persons involvement. I'd suggest to everyone to read thru them before making investment decisions.
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Empirica Friday, 11/28/14 09:01:46 PM
Re: None
Post # of 24884
IRG TMT Asia fund, which is clearly in my bio, invested prior to my appointment - the management team listed in the filing was structured by the investment group and their legal counsel to restructure the company. in order to do that, the previous management team was dismissed and so was the board.
none of the people involved in the restructuring stayed on after it was complete and they became Sitoa Global.
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Empirica Friday, 11/28/14 09:28:37 PM
Re: None
Post # of 24884
There are a number of things that, based on facts and SEC filings, remain to be solved:
1) The company is generating revenues but losing money and has been for years
2) CB's outstanding in the amount of ~$8,000, possibly resulting in additional dilution of ~10mm shares
3) ridiculous number of shares authorized - 10 billion
4) no company website
5) market cap of ~$50k
6) little to no visibility into direction of company by previous management
These are just the primary challenges. There are numerous smaller ones that still have to be solved and all of this in aggregate falls to me.
Just to clarify my position here - I took over the company without a stock option package, and hold 590,000 shares total at a price average of around .08 per share.
In the past, I've held shares at a pre-split cost average around $80.00 and unfortunately never sold them.
It's fine for people to post their opinions about my past or work experience or prior involvement with the company....
BUT
the only thing that matters is what happens from here. it doesn't matter if i was former head of Goldman Sachs or Mckinsey nor does it matter if I would have been inmate 475677 at Leavenworth Prison. Without solving the aforementioned issues, everything else is just conversation.
Conversation doesn't create value. Action does.
If you'd like to ask me questions, please email me. Otherwise, wait for 8-k filings or press releases.
Best to all
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Empirica Wednesday, 12/10/14 11:00:39 AM
Re: None
Post # of 24884
CB not complete yet.
Still about $7,600 outstanding. It's going to take another month or two for them to complete unless there are some high volume days.
bear in mind that just because there is high volume, it doesn't mean that they've sold down - Market makers helping them are also making profits by trading around the position both long and short which inflates the volume significantly.
I've got a firm handle on things as they stand with the company and would encourage a bit of patience as it's near the year-end and any type of major corporate transaction, generally speaking, would likely be consummated after the year end. This should be caveated with a 'general perspective' not inferring anything specific to STOA which I would further suggest that one wait until an 8-k filing or proper press release comes out before making any type of investment or sell decision.
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Empirica Tuesday, 12/16/14 03:09:50 AM
Re: None
Post # of 24884
Press Release
I submitted this on some of the free services in order to get something out there for the time being. Call it an update of sorts.
This is NOT an encouragement to buy shares. Do your own due diligence and/or wait until a material announcement is made before contemplating investment.
Seratosa Enters Into Acquisition Talks with US Based Adventure Gear Company
Hong Kong, December 16, 2014 -- Seratosa Inc. (OTCQB:STOA) ("Seratosa" or the "Company"), an e-commerce facilitator announces that acquisition discussions with a US based Adventure Gear Company have begun.
The rationale for engaging in acquisition talks with potential targets in the US is to identify niche companies that have a substantial portion of their sales in North America. The target company would have a high possibility of increasing sales in Asia, via the Seratosa e-commerce platform which already enables several North Asian sales channels.
Additionally, the Company will seek to identify potential acquisition or strategic partnership candidates in the mobile commerce or “M-commerce” space. The possible addition of an M-commerce platform will enable Seratosa to provide a comprehensive solution to companies or product lines it acquires or aligns itself with.
Should an acquisition offer be made and accepted, the Company would then seek to undertake a number of restructuring efforts including but not limited to, a reduction in the number of shares authorized, new share issuance to the acquisition target company, possible reverse split, uplisting to a higher tier stock exchange, additions and changes to senior executives and the board of directors, name change, stock symbol change, and possible engagement of an investment bank to advise on further mergers and acquisitions.
There are no guarantees that the Company will be successful in it's endeavors to acquire the potential target.
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Empirica Tuesday, 12/16/14 03:58:30 AM
Re: exploreit post# 24736
Post # of 24884
As productive as that may seem, my background is primarily with institutional investors which will, in the future after much work, be sorely needed.
At that point, presuming any strategy is well executed on, retail investors should have a better assessment on making an investment decision.
thanks for the insight.
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Empirica Tuesday, 12/23/14 09:05:23 PM
Re: None
Post # of 24884
Update
A few things of interest:
1) CB - should hear back from them within the next few days and would be quite surprised if it's >$5k left. I'm still needing it to be $0 before any type of firm proposal is made to a target acquisition as per the previous PR.
2) speaking of the previous PR, I did a bit of research which frankly, was quite enlightening - I spoke with the management of the previous three LOI's that the company signed - iMedia, IRIS and the people at UCSF.
Apparently, the first one with iMedia years back was negated due to iMedia obtaining a $10 million investment from IDG and subsequently another $20 million from Kleiner Perkins. They'll probably be on the IPO path fairly soon so no surprise there.
IRIS - that was due to two factors: one, fairly aggressive demands on structure by IRIS' owners for equity stake. They wanted 99% of the post-transaction capital structure. two, they had a fairly sizable debt load which would have shifted to the public company as well.
UCSF - they went with another group as the outstanding CB was at the time, still pretty sizable (approximately > $100k). This created an unknown variable in terms of ability to stabilize price for proper growth funding and as evidenced by the decimated share price from the CB conversions, a smart choice for the stem cell delivery device IP owners and investors as well as UCSF.
Another overriding factor, with both IRIS and UCSF, was the lack of synergy with STOA's current business of e-commerce software and the need to completely change the underlying business. This can be readily done although better suited to a public company that is in the same line of business.
I'm hoping that either rebuilding the current business into more profitable areas or finding the best acquisition target that has synergy can create some value. This will have to be tempered with the needs of both current investors as well as an incoming target company's management preference on share price/shares issued and outstanding.
Hope this helps and doesn't get attacked for grammatical errors as a sign of fraud smile
Happy Holidays to all.
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Empirica Thursday, 12/25/14 04:33:49 AM
Re: Millenium323 post# 24811
Post # of 24884
Perhaps the CEO spoke with Magna & affiliates well in advance of even joining the company in order to get a handle on what type of supply exists...
Perhaps the CEO has potential acquisition, merger or revenue share interest partners he's been speaking with and without the CB out of the way, there isn't a solid way of knowing what type of share base he has to work with in terms of valuation and new share issuance...
Perhaps the CEO's other business has enabled him to experience a bit of work in hostile environments rife with insurgent groups, criminal elements and tribal warlords and sometimes the best strategy is allowing ones enemy to expend their ammunition and ordnance on small advance forward operators while observing from the high ground with far greater firepower...
Or perhaps any type of positive announcements made while the CB is still out there could be misconstrued as being aligned with said CB holders hence the accusations made about 'pump and dump'. Even worse would be if a new one was issued while positive developments are being announced thereby subjecting investors to the same thing that happened on the previous CEO's watch...
Whatever the case, time will be the telling factor as positive announcements are only the beginning not the end game result. Execution is, and that takes much longer due to integration and expansion.
In terms of the 13G or 13D filings, I wouldn't put much thought into it with the CB guys or Knight Capital Group because the only objective for both is 'trading profits' and arbitrage between sale price and conversion price.
Haven't heard back from them yet and will update all when I do. They are very responsive and will let me know shortly.
best
