UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported) February 17,
2010
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SINOBIOMED
INC.
(Exact
name of registrant as specified in its chapter)
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Delaware
(State
or other jurisdiction
of
incorporation
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333-128399
(Commission
File
Number)
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20-1945139
(IRS
Employer
Identification
No.)
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Room 4304, 43/F China Resources
Building
26 Harbour Road, Wan Chai
Hong
Kong
(Address
of principal executive offices)
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HKSAR
(Zip
Code)
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Registrant's
telephone number, including area code 011-852-2511-0238
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N/A
(Former
name or former address, if changed since last
report)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities
Act
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(17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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(17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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(17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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(17
CRF 240.13e-4(c))
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ITEM
3.02 UNREGISTERED SALE OF EQUITY SECURITIES
On
February 17, 2010, the Company issued 1,000,000 shares of common stock of the
Company to two individuals with respect to the conversion of a debt of $300,000
owing to an entity in Singapore at a conversion price of $0.30 per
share. The Company believes that the issuance is exempt from
registration under Regulation S and/or Section 4(2) under the Securities Act as
the securities were issued to the individuals through an offshore transaction
which was negotiated and consummated outside of the United States.
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.
Dated: February
22, 2010
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SINOBIOMED
INC.
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By:
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/s/ Chris Metcalf | |
| Name: | Chris Metcalf | ||
| Title: | Director | ||