Sinobiomed (PINK:SOBM)

Item 4.01. Changes in Registrant’s Certifying Accountant.

On April 24, 2012, the Company notified Burr Pilger Mayer, Inc. that the Company had dismissed Burr Pilger Mayer, Inc. as its independent registered public accounting firm. On the same date, we approved and authorized the engagement of the accounting firm of Dominic K.F. Chan & Co. as our new independent registered public accounting firm. The Board of Directors of the Company recommended and approved the dismissal.

Burr Pilger Mayer, Inc.’s (“BPM”) report on our financial statements dated March 27, 2012 for the most recent fiscal year ended December 31, 2011 did not contain an adverse opinion or disclaimer of opinion, nor was there a qualification or modification as to uncertainty, audit scope, or accounting principle. BPM’s report contained an explanatory paragraph in respect to the doubt of our ability to continue as a going concern.

In connection with the audit of our financial statements for the most recent fiscal year ended December 31, 2011 through the effective date of dismissal on April 24, 2012, there were no disagreements, resolved or not, with BPM on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of BPM would have caused them to make reference to the subject matter of the disagreements in connection with their report on the financial statements for such years.

During the most recent fiscal year ended December 31, 2011 through the effective date of dismissal of BPM on April 24, 2012, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

We provided BPM with a copy of this current report on Form 8-K prior to its filing with the Securities and Exchange Commission, and requested that they furnish us with a letter addressed to the Securities and Exchange Commission stating whether they agree with the statements made in this current report on Form 8-K, and if not, stating the aspects with which they do not agree. The letter from BPM dated April 24, 2012 is filed as Exhibit 16.1 to this current report on Form 8-K.

During the most recent fiscal year ended December 31, 2011, through the effective date of appointment of Dominic K.F. Chan & Co. on April 24, 2012, we had not, nor had any person on our behalf, consulted with Dominic K.F. Chan & Co. regarding 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 our financial statements, nor had Dominic K.F. Chan & Co. provided to us a written report or oral advice regarding such principles or audit opinion on any matter that was the subject of a disagreement as set forth in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as set forth in Item 304(a)(1)(v) of Regulation S-K with our former independent registered public accounting firm.

On April 5, 2011, Sinobiomed Inc. (the “Company”) reported its entry into a binding Letter of Intent (“LOI”) with Sitoa Corporation (“Sitoa”), whereby the Company was obligated to acquire Sitoa pursuant to a share exchange transaction that was expected to occur on or before June 1, 2011, subject to final approval from Sitoa shareholders. For details regarding the LOI see the Company’s current report on Form 8-K filed on April 5, 2011.
 
On June 7, 2011, the Company and Sitoa postponed the planned share exchange transaction, and in lieu thereof, agreed to enter into a Software License Agreement, pursuant to which Sitoa granted the Company, a non-exclusive license to deploy, utilize, market and sell certain computer software programs owned by Sitoa, known collectively as the Sitoa Network and Platform for Inventory-Less Online Selling (the “Technology”). The license is granted for a 5-year term and may be extended by another 5 years upon mutual consent of the parties.  The Company may assign the License to any party, subject to Sitoa’s written consent.  The Company also received the right to use the Sitoa logo for any and all purposes in the support of the marketing of the Technology, including but not limited to advertising, brochures, sales sheets, and other promotional materials and trade shows.
 
As consideration for its licensing of the Technology, the Company agreed to issue and deliver to Sitoa upon the execution of the Licensing Agreement, 60,000,000 shares of the Company’s common stock, representing 21% of the Company’s issued and outstanding shares (the “Sitoa Stock”), after giving effect to the transactions contemplated by the Licensing Agreement.

Sinobiomed, having recently disposed of all its biopharmaceutical businesses, will acquire 100% of Sitoa in a share exchange.

Sitoa, www.sitoa.net a California based company was founded in 2001 with the goal to make it easier for retailers and product suppliers to sell online. The Sitoa solution was based on providing an easy-to-use and comprehensive platform to expand product offerings and take advantage of fast-moving market opportunities. Starting with one online retail partner - Sears.com - and a single product partner - Northgate Computers, Inc. - the Sitoa Network grew to include many of the world's top online retailers and over 1000 name brand and boutique product partners.

The merger with Sitoa enables Sinobiomed to enter a high growth area of business which will expand into the rapidly expanding area of marketplace and social media based online commerce and roll-out Sitoa’s platform into China and Southeast Asia.

Cal Lai, CEO of Sitoa comments: “We are excited to become a public company which allows us to accelerate our growth and expand our reach to key customers and markets. We have a proven 10 year track record of conducting e-commerce business and are well positioned to scale up.”

George Yu, CEO of Sinobiomed, who will move to the role of Chief Financial Officer of Sitoa, added: “Sitoa is a fast growing company in the high growth areas of social media and marketplace e-commerce.  We are excited about the prospects of the merger.”

The Company will change the name and ticker symbol upon the closing of the merger.

On January 12, 2007, the Company completed the reverse acquisition of Wanxin and all the subsidiaries of Wanxin in accordance with the Share Purchase Agreement, whereby the Company acquired the Wanxin Capital, through the issuance of 1,750,000 (pre forward stock split) shares of Common Stock of the Company in aggregate to the shareholders of Wanxin on a pro rata basis in accordance with each Wanxin shareholder’s percentage of ownership in Wanxin. The Company subsequently made the determination to abandon Shanghai Wanxing and Wanxing Cosmetic as described in Part I, Item 1. On December 23, 2010, the Company completed the abandonment process with the sale of Wanxin to China Nonferrous for a sale price of $200,000, which results in the Company no longer having any subsidiary companies.

On December 10, 2010, the Company acquired the data centre assets of Keychain, Ltd., which the Company believes will enable the Company to utilize such telecommunications infrastructure to pursue its new business direction of operating a secure data storage and processing environment and engaging in strategic partnerships in the areas of e-commerce, media and social networking.

Keychain is Hong Kong limited company, specializing in international telecommunications consulting, management and hosting services on behalf of clients with strategic connectivity and network infrastructure requirements in major world cities

The Company currently has no operations and no source of income. The Company intends to seek out opportunities to enter or acquire new business operations. The underlying value of the company is entirely dependent on the ability of the Company to find and implement a new business opportunity and obtain the necessary financing to capitalize on such opportunity. Since the disposition of its Chinese subsidiaries the Company has decided to re-focus itself to participate in the growth of e-commerce, media and social networking through acquisitions. The Company believes that those areas are converging and will experience high growth globally, and that the Company’s data centre assets, including telecommunications infrastructure, provide the opportunity for the Company to participate in those trends.