UNITED
      STATES


SECURITIES
          AND EXCHANGE COMMISSION
 Washington,
          DC 20549
  
 FORM
          10-KSB/A-1
 
 
 (Mark
          One)
 |X|
                Annual
                    Report under Section 13 or 15 (d) of The Securities Exchange
                    Act of
                    1934
 For
          the
          fiscal year ended December 31, 2006
 
 |_|
                Transition
                    Report under Section 14 or 15 (d) of The Securities Exchange
                    Act of
                    1934
 For
          the
          transition period from _________ to __________.
 
 **SINOBIOMED
          INC.**
 (formerly
          CDoor Corp.)
 (Exact
          name of registrant as specified in its charter)
 Delaware
                  333-128399
                  20-1945139(State
                      or other
                  (Commission
                      File No.)
                  (I.R.S.
                      Employerjurisdiction
                      of
                      Company)
                  
                  Identification
                      No.)
 **Lane
            4705, No. 58, North Tang Gao Rd.**
 **Pudong
            New Area Shanghai, China 201206**
 **(Address
            of principal executive offices, including Zip Code)**
  **Registrant’s
            telephone number, including area code: 011-86-21-58546923**
  **Room
            3304, Bldg. #6, Lane 218, Wu-Zhou Road**
 **Zhong-Huang
            Plaza**
 **Shanghai,
            China 200080**
 **(Former
            name or former address, if changed since last report)**
 Securities
          registered under Section 12 (b) of the Exchange Act: None
 
 Securities
          registered under Section 12 (g) of the Exchange Act: Common Stock, $0.0001
          par
          value.
 
 Check
          whether the issuer is not required to file reports pursuant to Section
          13 or
          15(d) of the Exchange Act: |_|
 
 Check
          whether the issuer (1) filed all reports required to be filed by Section
          13 or
          15 (d) of the Exchange Act during the past twelve months (or for such shorter
          period that the registrant was required to file such reports), and (2)
          has been
          subject to such filing requirements for the past 90 days: Yes
          |X|
          No |_|
  
 
 Indicate
          by check mark whether the registrant is an accelerated filer (as defined
          in Rule
          12b-2 of the Exchange Act).  Yes
          |_|
          No |X|
 
 Check
          if
          there is no disclosure of delinquent filers in response to Item 405 of
          Regulation S-B is not contained in this form, and no disclosure will be
          contained, to the best of registrant’s knowledge, in definitive proxy or
          information statements incorporated by reference in Part III of the Form
          10-KSB
          or any amendment to this Form 10-KSB.  |X|
 
 Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Exchange Act.)  Yes
          |_|
          No |X|
 
 State
          issuer’s revenues for its most recent fiscal year: None for the year ended
          December 31, 2006.
 
 The
          aggregate market value of the voting and non-voting shares of common equity
          held
          by non-affiliates of the Registrant as of March 23, 2007 was 68,000,000
          shares X
          $1.23 per share = $83,640,000.
 
 The
          number of outstanding shares of the registrant’s Common Stock, $0.0001 par
          value, as of March 23, 2007 was 115,100,000 shares.
 
 Transitional
          Small Business Disclosure Format: Yes
          |_|
          No |X|
  ii
  **Table
          Of Contents**
 **Part
                      I**
                  
                  
                  **1**Item1.Description
                      Of Business
                  
                  
                  1Item2.Description
                      Of Property
                  
                  
                  15Item3.Legal
                      Proceedings
                  
                  
                  16Item4.Submission
                      Of Matters To A Vote Of Security Holders
                  
                  
                  16**Part
                      II**
                  
                  
                  **17**Item5.Market
                      For Common Equity And Related Stockholder Matters
                  
                  
                  17Item6.Management’s
                      Discussion And Analysis Or Plan Of Operation
                  
                  
                  18Item7.Financial
                      Statements
                  
                  
                  19Item8.Changes
                      In And Disagreements With Accountants On Accounting And Financial
                      Disclosure
                  
                  
                  20Item8a.
                      Controls And Procedures
                  
                  
                  21Item8b.
                      Other Information
                  
                  
                  22**Part
                      III**
                  
                  
                  **22**Item9.Directors,
                      Executive Officers, Promoters, Control Persons And Corporate
Governance;
                      Compliance With Section 16(A) Of The Exchange Act
                  
                  
                  22Item10.
                      Executive Compensation
                  
                  
                  25Item11.
                      Security Ownership Of Certain Beneficial Owners And Management
                      And Related
                      Stockholder Matters
                  
                  
                  26Item12.
                      Certain Relationships And Related Transactions
                  
                  
                  30Item13.
                      Exhibits
                  
                  
                  30Item14.
                      Principal Accountant Fees And Services
                  
                  
                  33**SIGNATURES**
                  
                  
                  **34**Exhibit
                      Index
                  
                  
                  35
  iii
  USE
          OF
          NAMES
  In
          this
          annual report, the terms “Sinobiomed”, “Company”, “we”, or “our”, unless the
          context otherwise requires, mean Sinobiomed Inc. and its subsidiaries.
  CAUTIONARY
          STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  This
          annual report on Form 10-KSB and other reports that we file with the SEC
          contain
          statements that are considered forward-looking statements. Forward-looking
          statements give the Company’s current expectations, plans, objectives,
          assumptions or forecasts of future events. All statements other than statements
          of current or historical fact contained in this annual report, including
          statements regarding the Company’s future financial position, business strategy,
          budgets, projected costs and plans and objectives of management for future
          operations, are forward-looking statements. In some cases, you can identify
          forward-looking statements by terminology such as “anticipate,” “estimate,”
“plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,”
“we believe,” “we intend,” and similar expressions. These statements are based
          on the Company’s current plans and are subject to risks and uncertainties, and
          as such the Company’s actual future activities and results of operations may be
          materially different from those set forth in the forward looking statements.
          Any
          or all of the forward-looking statements in this annual report may turn
          out to
          be inaccurate and as such, you should not place undue reliance on these
          forward-looking statements. The Company has based these forward-looking
          statements largely on its current expectations and projections about future
          events and financial trends that it believes may affect its financial condition,
          results of operations, business strategy and financial needs. The
          forward-looking statements can be affected by inaccurate assumptions or
          by known
          or unknown risks, uncertainties and assumptions due to a number of factors,
          including:
  ·
                dependence
                    on key personnel;
  ·
                competitive
                    factors;
  ·
                degree
                    of success of research and development
                    programs
  ·
                the
                    operation of our business; and
  ·
                general
                    economic conditions in the United States, Israel and
                    China
  These
          forward-looking statements speak only as of the date on which they are
          made, and
          except to the extent required by federal securities laws, we undertake
          no
          obligation to update any forward-looking statements to reflect events or
          circumstances after the date on which the statement is made or to reflect
          the
          occurrence of unanticipated events. In addition, we cannot assess the impact
          of
          each factor on our business or the extent to which any factor, or combination
          of
          factors, may cause actual results to differ materially from those contained
          in
          any forward-looking statements. All subsequent written and oral forward-looking
          statements attributable to the Company or persons acting on its behalf
          are
          expressly qualified in their entirety by the cautionary statements contained
          in
          this annual report.
  iv
  **Part
          I**
  ***Item
          1. Description Of Business***
  **Prior
          Operational History**
  Sinobiomed
          Inc., (hereafter the "Company") was incorporated under the name CDoor Corp.
          in
          Delaware on November 18, 2004.  The Company was a development stage Company
          and currently owns one United States patent (patent No. 5,074,073) (the
          "Patent") for a "Car Door Safety Feature Device". The Patent is a safety
          feature
          related to the development of an injury-preventing system for doors of
          automobiles comprising a radiation emitter for emitting electromagnetic
          radiation, detectors for detecting the electromagnetic radiation thus preventing
          car doors from closing on a persons' hand, finger or leg. The Company's
          principal business plan was to develop a prototype of the Patent and then
          manufacture and market the product and/or seek third party entities interested
          in licensing the rights to manufacture and market the safety
          system.
  In
          December 2004, the Company acquired the Patent related to the development
          of an
          injury-preventing system for automobiles comprising a radiation emitter
          for
          emitting electromagnetic radiation, detectors for detecting the electromagnetic
          radiation and an electronic control circuit which is designed to sense
          any
          disruption in the impingement of the electromagnetic radiation on the detectors.
          The system is located to monitor the space normally occupied by an automobile
          door. When impingement of the electromagnetic radiation on the detectors
          is
          disrupted, as by the placement of a person's hand in the space normally
          occupied
          by the automobile door, the electrical circuit activates a mechanical device,
          for example a solenoid, which places a small rubber rod in the path of
          the
          closing door, causing the door to bounce off the rod without closing, avoiding
          injury to the hand of the person.
  On
          December 14, 2004, the Company acquired the rights to United States Patent
          No.
          5,074,073 from Asher Zwebner, the patent owner. Mr. Zwebner was a Director,
          officer and stockholder of the Company. The Patent was granted to Asher
          Zwebner
          by the United States Patent and Trademark Office on December 24, 1991,
          and is
          scheduled to expire on December 24, 2008. As consideration for such assignment,
          the Company has agreed to pay Mr. Zwebner 10% of all royalties we receive
          from
          the sale and marketing of the Company’s product.
  **Recent
          Corporate Developments**
  On
          October 16, 2006, Mr. Ka Yu, Mr. Lavi Krasney and Mr. Asher Zwebner entered
          into
          stock purchase agreements (the "Stock Purchase Agreement") whereby Mr.
          Yu will
          acquire in aggregate 2,000,000 (pre forward stock split) shares of Common
          Stock
          of the Company from Mr. Krasney and Mr. Zwebner at $0.225 per share for
          a total
          of purchase price of $450,000.
  
  The
          Stock
          Purchase Agreements were closed on November 2, 2006.  Mr. Ka Yu directly
          owns 2,000,000 (pre forward stock split) shares of Common Stock of the
          Company
          which constitutes approximately 66% of the issued and outstanding capital
          stock
          of the Company as of November 2, 2006.  In addition, Mr. Yu was appointed
          as a director as well as the President, CEO, CFO, Secretary and Treasurer
          of the
          Company on October 31, 2006.
  In
          accordance with the Stock Purchase Agreements and related Escrow Agreements,
          Mr.
          Lavi Krasney and Mr. Asher Zwebner resigned as officers and directors of
          the
          Company at or prior to closing.
  On
          December 28, 2006, Mr. Ka Yu resigned as the Chief Financial Officer of
          CDoor
          Corp. (the “Company”), without having any disagreement with the Company on any
          matter relating to the Company’s operations, policies or practices.
  Effective
          December 28, 2006, the Board of Directors of the Company accepted the
          resignation of Mr. Ka Yu as the Chief Financial Officer of the Company
          and
          appointed Mr. Asher Zwebner as the new Chief Financial Officer of the Company
          and to remain the Chief Financial Officer until the next annual general
          meeting
          of the Company or until his successor is elected or appointed.
  **Change
          of Business**
  The
          Company determined to change its business plan from the development of
          the Car
          Door Safety Feature Patent and began focusing around the Chinese
          biopharmaceutical industry.
  On
          January 12, 2007, the Company completed a Share Purchase Agreement, dated
          December 21, 2006, entered into between the Company, Wanxin Bio-Technology
          Limited (“Wanxin”) and all the shareholders of Wanxin (the “Share Purchase
          Agreement”) whereby the Company acquired 100% of the issued and outstanding
          shares in the capital of Wanxin (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 shareholders’ percentage of ownership in Wanxin.
  Wanxin
          is
          the sole shareholder Manhing Enterprises Limited, a company organized under
          the
          laws of Hong Kong, and Manhing Enterprises Limited is the registered owner
          of
          82% of the capital of Shanghai Wanxing Bio-pharmaceuticals Co., Ltd.  In
          addition, Shanghai Wanxing Bio-pharmaceuticals Co., Ltd. is the registered
          owner
          of 50.33% of the capital of Shanghai Wanxing Bio-science Cosmetic Co.,
          Ltd.
  **Review
          of** **Shanghai
          Wanxing**
  All
          of
          the information in the Company’s Form 8-K/A-1 filed with the SEC on January 16,
          2007, under the section titled “Company Overview of Shanghai Wanxing” from page
          2 to 11 is incorporated herein by reference.
  2
  **RISK
          FACTORS**
  An
          investment in the Company has a high degree of risk. Before you invest
          you
          should carefully consider the risks and uncertainties described below and
          the
          other information in this Annual Report. If any of the following risks
          actually
          occur, our business, operating results and financial condition could be
          harmed
          and the value of our stock could go down.
  ***We
          have had losses and such losses may continue, which may negatively impact
          our
          ability to achieve our business objectives.***
  We
          had no
          revenue for the year ended December 31, 2006 and 2005, and no revenue to
          date
          since our inception. For the fiscal year ended December 31, 2006 and 2005,
          we
          had a net loss of $72,303 and $52,774, respectively, and an accumulated
          net loss
          of $127,687, since our inception. We have no operating history upon which
          an
          evaluation of our future success or failure can be made. There can be no
          assurance that future operations will be profitable. Revenues and profits,
          if
          any, will depend upon various factors, including the future profitability
          of the
          newly acquired Wanxin Bio-Technology Limited and its subsidiaries.
  ***Our
          common stock is subject to the “penny stock” rules of the SEC and the trading
          market in our securities is limited, which makes transactions in our stock
          cumbersome and may reduce the value of an investment in our
          stock.***
  The
          Securities and Exchange Commission has adopted Rule 15g-9 which establishes
          the
          definition of a “penny stock,” for the purposes relevant to us, as any equity
          security that has a market price of less than $5.00 per share or with an
          exercise price of less than $5.00 per share, subject to certain exceptions.
          For
          any transaction involving a penny stock, unless exempt, the rules
          require:
  ·
                that
                    a broker or dealer approve a person’s account for transactions in penny
                    stocks; and
  ·
                the
                    broker or dealer receive from the investor a written agreement
                    to the
                    transaction, setting forth the identity and quantity of the penny
                    stock to
                    be purchased.
  In
          order
          to approve a person’s account for transactions in penny stocks, the broker or
          dealer must:
  ·
                obtain
                    financial information and investment experience objectives of
                    the person;
                    and
  ·
                make
                    a reasonable determination that the transactions in penny stocks
                    are
                    suitable for that person and the person has sufficient knowledge
                    and
                    experience in financial matters to be capable of evaluating the
                    risks of
                    transactions in penny stocks.
  The
          broker or dealer must also deliver, prior to any transaction in a penny
          stock, a
          disclosure schedule prescribed by the Commission relating to the penny
          stock
          market, which, in highlight form:
  3
  ·
                sets
                    forth the basis on which the broker or dealer made the suitability
                    determination; and
  ·
                that
                    the broker or dealer received a signed, written agreement from
                    the
                    investor prior to the transaction.
  Generally,
          brokers may be less willing to execute transactions in securities subject
          to the
“penny stock” rules. This may make it more difficult for investors to dispose of
          our common stock and cause a decline in the market value of our
          stock.
  Disclosure
          also has to be made about the risks of investing in penny stocks in both
          public
          offerings and in secondary trading and about the commissions payable to
          both the
          broker-dealer and the registered representative, current quotations for
          the
          securities and the rights and remedies available to an investor in cases
          of
          fraud in penny stock transactions. Finally, monthly statements have to
          be sent
          disclosing recent price information for the penny stock held in the account
          and
          information on the limited market in penny stocks.
  ***Because
          we do not intend to pay any cash dividends on our shares of common stock,
          our
          stockholders will not be able to receive a return on their shares unless
          they
          sell them.***
  We
          intend
          to retain any future earnings to finance the development and expansion
          of our
          business. We do not anticipate paying any cash dividends on our Common
          Stock in
          the foreseeable future. Unless we pay dividends, our stockholders will
          not be
          able to receive a return on their shares unless they sell them.
  ***Risks
          Related to Our Newly Acquired Business***
  ***We
          have a history of operating losses and may never be profitable.***
  Biopharmaceutical
          product development is a highly speculative undertaking and involves a
          substantial degree of risk. Shanghai Wanxing has incurred substantial losses
          since its inception, and it expects to continue to incur losses for the
          foreseeable future. The losses have resulted principally from research
          and
          development costs and selling, general and administrative expenses. Shanghai
          Wanxing expects to incur additional operating losses in the future if its
          sales
          do not increase or if its expenses grow. The losses have had, and are expected
          to continue to have, an adverse impact on working capital, total assets,
          stockholders’ equity and cash flow. Shanghai Wanxing and CDoor cannot assure you
          that we will ever become profitable, or, even if we become profitable,
          that we
          would be able to sustain or increase our profitability.
  ***We
          will need additional capital to expand the production capacity for our
          existing
          products, to continue development of our product pipeline and to market
          existing
          and future products on a large scale, and we cannot guarantee that we will
          find
          adequate sources of capital in the future.***
  We
          will
          need to raise further funds from the capital markets to finance expenditures
          for
          equipment, intellectual property asset acquisitions, to expand the production
          capacity for our existing products, to continue the development and
          commercialization of our product candidates and for other corporate purposes.
          We
          will need to undertake significant future financings for the following
          reasons:
  4
  ·
                To
                    proceed with the research and development of other vaccine products,
                    including clinical testing relating to new
                    products;
  ·
                To
                    develop or acquire other product candidates, technologies or
                    other lines
                    of business;
  ·
                  To
                      establish and expand manufacturing
                      capabilities;
  ·
                To
                    commercialize our products, including the marketing and distribution
                    of
                    new and existing products;
  ·
                To
                    protect our intellectual property;
  ·
                To
                    seek and obtain regulatory approvals;
                    and
  ·
                To
                    finance general and administrative and research activities that
                    are not
                    related to specific products under
                    development.
  In
          the
          past, Shanghai Wanxing funded most of its research and development and
          other
          expenditures through grants and debt financing. We intend to raise additional
          funds in the near future because our current operating and capital resources
          are
          insufficient to meet future requirements.
  If
          we
          raise additional funds by issuing equity securities, it will result in
          further
          dilution to our existing shareholders, because the shares may be sold at
          a time
          when the market price is low, and because shares issued in equity financing
          will
          normally be sold at a discount to the current market price. Unforeseen
          problems,
          including materially negative developments relating to, among other things,
          product sales, new product rollouts, clinical trials, research and development
          programs, our strategic relationships, our intellectual property, litigation,
          regulatory issues in our industry, the Chinese market generally or in general
          economic conditions, could interfere with our ability to raise additional
          equity
          capital or materially adversely affect the terms upon which such funding
          is
          available. If we raise additional funds by issuing debt securities, these
          debt
          securities would have rights, preferences and privileges senior to those
          of
          holders of our common shares, and the terms of the debt securities issued
          could
          impose significant restrictions on our operations. If we raise additional
          funds
          through collaborations and licensing arrangements, we might be required
          to
          relinquish significant rights to certain of our technologies, marketing
          territories, product candidates or products that we would otherwise seek
          to
          develop or commercialize ourselves, or be required to grant licenses on
          terms
          that are not favorable to us.
  We
          do not
          know whether additional financing will be available to us on commercially
          acceptable terms when needed. If adequate funds are not available or are
          not
          available on commercially acceptable terms, we may need to downsize or
          suspend
          some or all of our operations and may be unable to continue developing
          our
          products. In any such event, our ability to bring a product to market and
          obtain
          revenues could be delayed, competitors could develop products sooner than
          us,
          and we could be forced to relinquish rights to technologies, products or
          potential products.
  5
  ***We
          currently have limited revenue sources and a reduction in revenues of
          Wanferon/Wanferin would cause our revenues to decline and could materially
          harm
          our business.***
  Shanghai
          Wanxing generates a significant portion of its revenues from sales of its
          Wanferon/Wanferin products. We expect that sales of Wanferon/Wanferin will
          continue to comprise a substantial portion of our revenues in the near
          future. A
          decrease in Wanferon/Wanferin sales would most likely have an adverse affect
          on
          our financial results.
  ***If
          we are unable to successfully compete in the highly competitive biotechnology
          industry, our business could be harmed.***
  We
          operate in a highly competitive environment, and the competition is expected
          to
          increase. Competitors include large pharmaceutical and biotechnology companies
          and academic research institutions, in each case both within and outside
          China.
          Some of these competitors, particularly large pharmaceutical and biotechnology
          companies, have greater resources than us. New competitors may also enter
          into
          the markets where we currently compete. Accordingly, even if we are successful
          in launching a product, we may find that a competitive product dominates
          the
          market for any number of reasons, including:
  ·
                The
                    possibility that the competitor may have launched its product
                    first;
  ·
                The
                    competitor may have greater access to certain raw
                    materials;
  ·
                The
                    competitor may have more efficient manufacturing
                    processes;
  ·
                The
                    competitor may have greater marketing capabilities; or
  ·
                The
                    competitive product may have therapeutic or other
                    advantages.
  The
          technologies applied by our competitors and us are rapidly evolving, and
          new
          developments frequently result in price competition and product obsolescence.
          In
          addition, we may be impacted by competition from generic forms of our products,
          substitute products or imports of products from lower priced markets.
  ***We
          are controlled by a small number of shareholders and their affiliated entities
          and their interests may not be aligned with the interests of our other
          shareholders.***
  Our
          directors and executive officers and their affiliates collectively control
          approximately 41% of our outstanding common shares as of March 30, 2007.
          These
          stockholders, if they act together, will be able to influence our management
          and
          affairs and all matters requiring stockholder approval, including the election
          of directors and approval of significant corporate transactions. The
          concentration of ownership of these shareholders may discourage, delay
          or
          prevent a change in control of our company, which could deprive our shareholders
          of an opportunity to receive a premium for their shares as part of a sale
          of our
          company and might reduce the price of our common shares. These actions
          may be
          taken even if they are opposed by our other shareholders. In cases where
          the
          interests of our significant shareholders are aligned and they vote together,
          these shareholders may also have the power to prevent or cause a change
          in
          control. In addition, these shareholders could divert business opportunities
          from us to themselves or others.
  6
  ***We
          could be subject to costly and time-consuming product liability actions.***
  We
          manufacture recombinant protein drugs and vaccines that are injected into
          individuals to treat and protect against infectious illnesses. A failure
          of our
          products to function as anticipated, whether as a result of the design
          of these
          products, unanticipated health consequences or side effects, or misuse
          or
          mishandling by third parties of such products or because of faulty or
          contaminated supplies, could result in injury and as a result subject us
          to
          product liability lawsuits. Claims also could be based on failure to immunize
          as
          anticipated. Any product liability claim brought against us, with or without
          merit, could have a material adverse effect on us. Even a meritless or
          unsuccessful product liability claim could be time consuming, expensive
          to
          defend, and could result in the diversion of management’s attention from
          managing our core business or result in associated negative publicity.
  Our
          business exposes us to potential product liability risks that are inherent
          in
          the testing, manufacturing and marketing of biopharmaceutical products.
          But we
          cannot be certain that we will be able to maintain adequate product liability
          insurance at a reasonable cost. In addition, we have no clinical trial
          insurance
          for our clinical trials except for our Malaria vaccine clinical trials
          because
          such coverage is not available in mainland China. Any insurance coverage
          we do
          have may not be sufficient to satisfy any liability resulting from product
          liability claims. A successful product liability claim or series of claims
          could
          have a material adverse impact on our business, financial condition and
          results
          of operations.
  ***We
          depend on our key personnel, the loss of whom would adversely affect our
          operations. If we fail to attract and retain the talent required for our
          business, our business will be materially harmed.***
  We
          are a
          small company with approximately 121 full-time employees as of December
          31,
          2006, and we depend to a great extent on principal members of our management
          and
          scientific staff. If we lose the services of any key personnel, in particular,
          Mr. Ban-Jun Yang, our President and Chief Executive Officer, it could
          significantly impede the achievement of our research and development objectives
          and delay our product development programs and the approval and
          commercialization of our product candidates. We do not currently have any
          key
          man life insurance policies. We have entered into employment agreements
          with our
          senior staff. The employment agreements do not ensure that we may be able
          to
          retain the services of our executive officers for an indefinite period
          of time
          in the future. In addition, recruiting and retaining qualified scientific,
          technical and managerial personnel and research partners will be critical
          to our
          success. Competition among biopharmaceutical and biotechnology companies
          for
          qualified employees in China is intense and turnover rates are high. There
          is
          currently a shortage of employees in China with expertise in our areas
          of
          research and clinical and regulatory affairs, and this shortage is likely
          to
          continue. We may not be able to retain existing personnel or attract and
          retain
          qualified staff in the future. If we fail to hire and retain personnel
          in key
          positions, we may be unable to develop or commercialize our product candidates
          in a timely manner.
  7
  ***We
          may encounter difficulties in managing our growth, which could adversely
          affect
          our results of operations.***
  We
          have
          experienced a period of rapid and substantial growth that has taken place
          and,
          if such growth continues, it will continue to place a strain on our
          administrative and operational infrastructure. If we are unable to manage
          this
          growth effectively, our business, results of operations or financial condition
          may be materially and adversely affected. Our ability to manage our operations
          and growth effectively requires us to continue to improve our operational,
          financial and management controls, reporting systems and procedures and
          hiring
          programs. We may not be able to successfully implement these required
          improvements.
  ***Risks
          Related To Government Regulation***
  ***We
          can only sell products that have received regulatory approval and many
          factors
          affect our ability to obtain such approvals.***
  Pre-clinical
          and clinical trials of our products, and the manufacturing and marketing
          of our
          technologies, are subject to extensive, costly and rigorous regulation
          by
          governmental authorities in the People’s Republic of China (“PRC”) and in other
          countries. Even if we complete preclinical and clinical trials successfully,
          we
          may not be able to obtain applicable regulatory approvals. We cannot market
          any
          product candidate until we have both completed our clinical trials and
          obtained
          the necessary regulatory approvals for that product candidate.
  Conducting
          clinical trials and obtaining regulatory approvals are uncertain, time
          consuming
          and expensive processes. The process of obtaining required regulatory approvals
          from the China State Food and Drug Administration (the China “SFDA”), and other
          regulatory authorities often takes many years to complete and can vary
          significantly based on the type, complexity and novelty of the product
          candidates.
  There
          can
          be no assurance that all of the clinical trials pertaining to our recombinant
          protein drugs and vaccines in development will be completed within the
          time
          frames anticipated by us. We could encounter difficulties in enrolling
          such
          recombinant protein drugs and vaccines for trials or encounter setbacks
          during
          the conduct of trials that result in delays or trial cancellation. Data
          obtained
          from preclinical and clinical studies are subject to varying interpretations
          that could delay, limit or prevent regulatory approval, and failure to
          observe
          regulatory requirements or inadequate manufacturing processes are examples
          of
          other problems that could prevent approval. In addition, we may encounter
          delays
          or rejections in the event of additional government regulations from future
          legislation, administrative action or changes in China SFDA policy or if
          unforeseen health risks become an issue with the participants of clinical
          trials. Clinical trials may also fail at any stage of testing. Results
          of early
          trials frequently do not predict results of later trials, and acceptable
          results
          in early trials may not be repeated. For these reasons, we do not know
          whether
          regulatory authorities will grant approval for any of our product candidates
          in
          the future.
  Delays
          in
          obtaining China SFDA or foreign approvals of our products could result
          in
          substantial additional costs and adversely affect our ability to compete
          with
          other companies. Even if regulatory approval is ultimately granted, there
          can be
          no assurance that we can maintain the approval or that the approval will
          not be
          withdrawn. Any approval received may also restrict the intended use and
          marketing of the product we want to commercialize.
  8
  Outside
          the PRC, our ability to market any of our potential products is contingent
          upon
          receiving marketing authorizations from the appropriate regulatory authorities.
          These foreign regulatory approval processes include all of the risks associated
          with the China SFDA approval process described above and may include additional
          risks.
  ***We
          may not be able to comply with applicable good manufacturing practice
          requirements and other regulatory requirements, which could have a material
          adverse affect on our business, financial condition and results of operations.***
  We
          are
          required to comply with applicable good manufacturing practice regulations,
          which include requirements relating to quality control and quality assurance
          as
          well as corresponding maintenance, record-keeping and documentation standards.
          Manufacturing facilities must be approved by governmental authorities before
          we
          can use them to commercially manufacture our products and are subject to
          inspection by regulatory agencies.
  If
          we
          fail to comply with applicable regulatory requirements, including following
          any
          product approval, we may be subject to sanctions, including:
  ·
                Fines;
  ·
                Product
                    recalls or seizure;
  ·
                Injunctions;
  ·
                Refusal
                    of regulatory agencies to review pending market approval applications
                    or
                    supplements to approval
                    applications;
  ·
                Total
                    or partial suspension of
                    production;
  ·
                Civil
                    penalties;
  ·
                Withdrawals
                    of previously approved marketing applications;
                    or
  ·
                Criminal
                    prosecution.
  ***RisksRelated
          To Our Intellectual Property***
  ***If
          we are unable to protect our intellectual property, we may not be able
          to
          operate our business profitably.***
  Our
          success depends, in part, on our ability to protect our proprietary
          technologies. We try to protect the technology that we consider important
          to our
          business by filing PRC patent applications and relying on trade secret
          and
          pharmaceutical regulatory protection.
  In
          addition to patents, we rely on trade secrets and proprietary know-how
          to
          protect our intellectual property. We have entered into confidentiality
          agreements (which include, in the case of employees, non-competition provisions)
          with the majority of our employees and all the advisors. These agreements
          provide that all confidential information developed or made known to the
          individual during the course of the individual’s relationship with us is to be
          kept confidential and not disclosed to third parties except in specific
          circumstances. In the case of our employees, the agreements provide that
          all of
          the technology which is conceived by the individual during the course of
          employment is our exclusive property. These agreements may not provide
          meaningful protection or adequate remedies in the event of unauthorized
          use or
          disclosure of our proprietary information. In addition, it is possible
          that
          third parties could independently develop proprietary information and techniques
          substantially similar to ours or otherwise gain access to our trade secrets.
  9
  We
          cannot
          assure you that our current or potential competitors, many of which have
          substantial resources and may have made substantive investments in competing
          technologies, do not have and will not develop, products that compete directly
          with our products despite our intellectual property rights.
  Intellectual
          property rights and confidentiality protections in China may not be as
          effective
          as in the United States or other countries. For example, implementation
          and
          enforcement of PRC intellectual property-related laws have historically
          been
          deficient and ineffective and may be hampered by corruption and local
          protectionism. Policing unauthorized use of proprietary technology is difficult
          and expensive, and we might need to resort to litigation to enforce or
          defend
          patents issued to us or to determine the enforceability, scope and validity
          of
          our proprietary rights or those of others. The experience and capabilities
          of
          PRC courts in handling intellectual property litigation varies, and outcomes
          are
          unpredictable. Further, such litigation may require significant expenditure
          of
          cash and management efforts and could harm our business, financial condition
          and
          results of operations. An adverse determination in any such litigation
          could
          materially impair our intellectual property rights and may harm our business,
          prospects and reputation.
  ***We
          may depend on market exclusivity for certain of our products, which will
          afford
          us less protection than patents.***
  Assuming
          regulatory approvals are obtained, our ability to successfully commercialize
          certain drugs may depend on the availability of market exclusivity under
          PRC
          law, which provides protection for certain new products. Under the PRC’s former
          Regulation on the Protection of New Pharmaceuticals and Technology Transfer,
          new
          drugs were afforded exclusivity protection of six, eight or twelve years,
          depending on the category of the drug in question. During the protection
          period,
          the China SFDA would not accept third parties’ applications for manufacturing
          the drug under protection.
  After
          China joined the WTO in 2001, the government amended and implemented many
          laws
          and regulations in the area of pharmaceuticals. Currently, the Drug
          Administration Law, Implementing Regulations on Drug Administration and
          Drug
          Registration Regulation are the primary laws and regulations governing
          the
          exclusive protection regime for new drugs.
  The
          Implementing Regulations on Drug Administration provide that the China
          SFDA may
          establish a monitoring period for up to five years for certain new drugs
          to
          monitor the safety of these products. During the monitoring period, the
          China
          SFDA will not accept third parties’ application for manufacturing or importing
          the same drug. The China SFDA’s regulations provide that the monitoring period
          shall be 3, 4 or 5 years. The China SFDA determines the availability and
          length
          of the monitoring period depending on the approval conditions of the same
          or
          similar drugs in China and in overseas markets. According to the Regulations
          on
          the Drug Registration promulgated by the China SFDA in 2005, in case there
          is
          more than one application for the same new drug pending, after the issuance
          of
          the first production license afforded with a monitoring period, the other
          co-pending applications should be rejected unless a clinical trial application
          has been approved.
  10
  ***If
          our products infringe the intellectual property rights of third parties,
          we may
          incur substantial liabilities, and we may be unable to sell these products.***
  Our
          commercial success depends significantly on our ability to operate without
          infringing the patents and other proprietary rights of third parties. Patent
          applications are maintained incognito until their publication 18 months
          from the
          filing date. The publication of discoveries in the scientific or patent
          literature frequently occurs substantially later than the date on which
          the
          underlying discoveries were made and patent applications are filed. China,
          similar to many other countries, adopts the first-to-file system under
          which
          whoever first files a patent application (instead of the one who makes
          first
          actual discoveries) will be awarded a patent. Even after reasonable
          investigation we may not know with certainty whether we have infringed
          upon a
          third-party’s patent because such third-party may have filed a patent
          application without our knowledge while we are still developing that product.
          If
          a third-party claims that we infringe upon its proprietary rights, any
          of the
          following may occur:
  ·
                We
                    may become involved in time-consuming and expensive litigation,
                    even if
                    the claim is without merit;
  ·
                We
                    may become liable for substantial damages for past infringement
                    if a court
                    decides that our technology infringes upon a competitor’s
                    patent;
  ·
                A
                    court may prohibit us from selling or licensing our product without
                    a
                    license from the patent holder, which may not be available on
                    commercially
                    acceptable terms, if at all, or which may require us to pay substantial
                    royalties or grant cross licenses to our patents,
                    and
  ·
                We
                    may have to reformulate our product so that it does not infringe
                    upon
                    others’ patent rights, which may not be possible or could be very
                    expensive and time-consuming.
  If
          any of
          these events occurs, our business will suffer and the market price of our
          common
          shares could decline.
  ***The
          success of our business may depend on licensing biologics from, and entering
          into collaboration arrangements with, third parties. We cannot be certain
          that
          our licensing or collaboration efforts will succeed or that we will realize
          any
          revenue from them.***
  The
          success of our business strategy may be, in part, dependent on our ability
          to
          enter into licensing and collaboration arrangements and to manage effectively
          the resulting relationships.
  Our
          ability to enter into agreements with commercial partners depends in part
          on our
          ability to convince them of the value of our technology and know-how. This
          may
          require substantial time and effort on our part. While we anticipate expending
          substantial funds and management effort, we cannot assure you that strategic
          relationships will result or that we will be able to negotiate additional
          strategic agreements in the future on acceptable terms, if at all. Furthermore,
          we may incur significant financial commitments to collaborators in connection
          with potential licenses and sponsored research agreements. In addition,
          we may
          not be able to control the areas of responsibility undertaken by our strategic
          partners and may be adversely affected should these partners prove unable
          to
          carry a product candidate forward to full commercialization or should they
          lose
          interest in dedicating the necessary resources toward developing any such
          product quickly.
  11
  Third
          parties may terminate our licensing and other strategic arrangements if
          we do
          not perform as required under these arrangements. Generally, we expect
          that
          agreements for rights to develop technologies will require us to exercise
          diligence in bringing product candidates to market and may require us to
          make
          milestone and royalty payments that, in some instances, could be substantial.
          Our failure to exercise the required diligence or make any required milestone
          or
          royalty payments could result in the termination of the relevant license
          agreement, which could have a material adverse effect on us and our operations.
          In addition, these third parties may also breach or terminate their agreements
          with us or otherwise fail to conduct their activities in connection with
          our
          relationships in a timely manner. If we or our partners terminate or breach
          any
          of our licenses or relationships, we:
  ·
                May
                    lose our rights to develop and market our product
                    candidates;
  ·
                May
                    lose trade secret protection for our product
                    candidates;
  ·
                May
                    experience significant delays in the development or commercialization
                    of
                    our product candidates;
  ·
                May
                    not be able to obtain any other licenses on acceptable terms,
                    if at all;
                    and
  ·
                May
                    incur liability for damages.
  Licensing
          arrangements and strategic relationships in our industry can be very complex,
          particularly with respect to intellectual property rights. Disputes may
          arise in
          the future regarding ownership rights to technology developed by or with
          other
          parties. These and other possible disagreements between us and third parties
          with respect to our licenses or our strategic relationships could lead
          to delays
          in the research, development, manufacture and commercialization of our
          product
          candidates. These disputes could also result in litigation or arbitration,
          both
          of which are time-consuming and expensive. These third parties also may
          pursue
          alternative technologies or product candidates either on their own or in
          strategic relationships with others in direct competition with us.
  ***Any
          cessation or suspension of our collaborations with scientific advisors
          and
          academic institutions may increase our costs in research and development
          and
          lengthen our new vaccines/drugs development process and lower our efficiency
          in
          new products development.***
  We
          work
          with scientific advisors and academic collaborators who assist us in our
          research and development efforts. We generally benefit considerably from
          the
          resources, technology and experience such academic collaboration may bring
          us.
          Any cessation or suspension of our collaborations with scientific advisors
          and
          academic institutions may increase our costs in research and development
          and
          lengthen our new vaccines development process and lower our efficiency
          in new
          products development.
  12
  ***Risks
          Related To Doing Business in China***
  ***Adverse
          changes in political, economic and other policies of the Chinese government
          could have a material adverse effect on the overall economic growth of
          China,
          which could reduce the demand for our products and materially and adversely
          affect our competitive position.***
  All
          of
          our business operations are conducted in China, and all of our sales are
          currently made in China. Accordingly, our business, financial condition,
          results
          of operations and prospects are affected significantly by economic, political
          and legal developments in China. The Chinese economy differs from the economies
          of most developed countries in many respects, including:
  ·
                The
                    extent of government involvement;
  ·
                The
                    level of development;
  ·
                The
                    growth rate;
  ·
                The
                    control of foreign exchange;
  ·
                The
                    allocation of resources;
  ·
                An
                    evolving regulatory system; and
  ·
                Lack
                    of sufficient transparency in the regulatory
                    process.
  While
          the
          Chinese economy has experienced significant growth in the past 20 years,
          growth
          has been uneven, both geographically and among various sectors of the economy.
          The Chinese government has implemented various measures to encourage economic
          growth and guide the allocation of resources. Some of these measures benefit
          the
          overall Chinese economy, but may also have a negative effect on us. For
          example,
          our financial condition and results of operations may be adversely affected
          by
          government control over capital investments or changes in tax regulations
          that
          are applicable to us.
  The
          Chinese economy has been transitioning from a planned economy to a more
          market-oriented economy. Although in recent years the Chinese government
          has
          implemented measures emphasizing the utilization of market forces for economic
          reform, the reduction of state ownership of productive assets and the
          establishment of sound corporate governance in business enterprises, a
          substantial portion of the productive assets in China is still owned by
          the
          Chinese government. The continued control of these assets and other aspects
          of
          the national economy by the Chinese government could materially and adversely
          affect our business. The Chinese government also exercises significant
          control
          over Chinese economic growth through the allocation of resources, controlling
          payment of foreign currency-denominated obligations, setting monetary policy
          and
          providing preferential treatment to particular industries or companies.
          Efforts
          by the Chinese government to slow the pace of growth of the Chinese economy
          could result in decreased expenditures by hospitals and other users of
          our
          products, which in turn could reduce demand for our products.
  Moreover,
          the political relationship between the United States, Europe, or other
          Asian
          nations and China is subject to sudden fluctuation and periodic tension.
          Changes
          in political conditions in China and changes in the state of foreign relations
          are difficult to predict and could adversely affect our operations or cause
          our
          products to become less attractive. This could lead to a decline in our
          profitability.
  13
  Any
          adverse change in the economic conditions or government policies in China
          could
          have a material adverse effect on overall economic growth and the level
          of
          healthcare investments and expenditures in China, which in turn could lead
          to a
          reduction in demand for our products and consequently have a material adverse
          effect on our businesses.
  ***Future
          changes in laws, regulations or enforcement policies in China could adversely
          affect our business.***
  Laws,
          regulations and enforcement policies in China, including those regulating
          our
          business, are evolving and subject to future change. Future changes in
          laws,
          regulations or administrative interpretations, or stricter enforcement
          policies
          by the Chinese government, could impose more stringent requirements on
          us,
          including fines or other penalties. Changes in applicable laws and regulations
          may also increase our operating costs. Compliance with such requirements
          could
          impose substantial additional costs or otherwise have a material adverse
          effect
          on our business, financial condition and results of operations. These changes
          may relax some requirements, which could be beneficial to our competitors
          or
          could lower market entry barriers and increase competition. Further, regulatory
          agencies in China may periodically, and sometimes abruptly, change their
          enforcement practice. Therefore, prior enforcement activity, or lack of
          enforcement activity, is not necessarily predictive of future actions.
          Any
          enforcement actions against us could have a material and adverse effect
          on us
          and the market price of our common shares. In addition, any litigation
          or
          governmental investigation or enforcement proceedings in China may be protracted
          and may result in substantial cost and diversion of resources and management
          attention, negative publicity, damage to our reputation and decline in
          the price
          of our common shares.
  ***Fluctuation
          in the value of the Chinese currency may have a material adverse effect
          on your
          investment.***
  The
          value
          of the Chinese currency, the Renminbi yuan, against the U.S. dollar and
          other
          currencies may fluctuate and is affected by, among other things, changes
          in
          China’s political and economic conditions. The conversion of Renminbi yuan into
          foreign currencies, including U.S. dollars, has historically been set by
          the
          People’s Bank of China. On July 21, 2005, the PRC government changed its policy
          of pegging the value of the Renminbi yuan to the U.S. dollar. Under the
          new
          policy, the Renminbi yuan is permitted to fluctuate within a band against
          a
          basket of certain foreign currencies. This change in policy resulted initially
          in an approximately 2.0% appreciation in the value of the Renminbi yuan
          against
          the U.S. dollar. Since the adoption of this new policy, the value of Renminbi
          yuan against the U.S. dollar has fluctuated on a daily basis within narrow
          ranges, but overall has continued to strengthen against the U.S. dollar.
          There
          remains significant international pressure on the PRC government to further
          liberalize its currency policy, which could result in a further and more
          significant appreciation or depreciation in the value of the Renminbi yuan
          against the U.S. dollar. Any significant revaluation of the Renminbi yuan
          may
          have a material adverse effect on our revenues and financial condition,
          and the
          value of, and any dividends payable on, our common shares in foreign currency
          terms. For example, to the extent that we need to convert U.S. dollars
          into
          Renminbi yuan for our operations, appreciation of the Renminbi yuan against
          the
          U.S. dollar would reduce the Renminbi yuan amount we receive from the
          conversion. Conversely, if we decide to convert our Renminbi yuan into
          U.S.
          dollars for the purpose of making dividend payments on our common shares
          or for
          other business purposes, appreciation of the U.S. dollar against the Renminbi
          yuan would reduce the U.S. dollar amount available to us.
  14
  **Transfer
          Agent**
  We
          have
          engaged Nevada Agency and Trust Company as our stock transfer agent. Nevada
          Agency and Trust Company is located at 50 West Liberty Street, Reno, Nevada
          89501.
  **Available
          Information**
  The
          Company’s website is www.sinobiomed.com ,
          where
          information about the Company may be reviewed and obtained. In addition,
          the
          Company’s filings with the Securities and Exchange Commission (“SEC”) may be
          accessed at the internet address of the SEC, which is http://www.sec.gov.
          Also,
          the public may read and copy any materials that the Company files with
          at the
          SEC’s Public Reference Room at 100 F Street, N.E., Room 1580 Washington, D.C.
          20549. The public may obtain information on the operation of the Public
          Reference Room by calling the SEC at 1-800-SEC-0330.
  **Material
          Agreements of Our Newly Acquired Business**
  All
          of
          the information in the Company’s Form 8-K/A-1 filed with the SEC on January 16,
          2007, under the section titled “Material Agreements” from page 21 to 27 is
          incorporated herein by reference.
  **Loan
          Obligations** **of Our Newly Acquired Business**
  All
          of
          the information in the Company’s Form 8-K/A-1 filed with the SEC on January 16,
          2007, under the section titled “Loan Obligations” from page 27 to 37 is
          incorporated herein by reference.
  ***Item
          2*** **.
          Description Of Property**
  The
          Company’s current executive offices are located at Room 3304, Bldg. #6, Lane
          218, Wu-Zhou Road, Zhong-Huang Plaza, Shanghai, China 200080.
  The
          Company does not have any policies regarding investments in real estate,
          securities or other forms of property.
  ***Shanghai
          Wanxing*****’s
          Facilities**
  Shanghai
          Wanxing’s large-scale fermentation equipment has a production capacity of
          100,000 bottles per batch, one of the largest in China. Shanghai Wanxing’s
          combination of advanced technology and expertise enables the Company to
          produce
          safe, high-yield, high efficacy recombinant protein drugs at extremely
          low-cost.
  Shanghai
          Wanxing owns a 20,000-square-meter facility for integrated R&D,
          manufacturing, quality control, and sales and marketing. In addition, Shanghai
          Wanxing owns a 3,000-square-meter Good Manufacturing Practice (GMP) plant
          certified by Chinese State Food and Drug Administration (SFDA). The land
          upon
          which these buildings are located is licensed to Shanghai Wanxing from
          the
          Chinese government, for a term of 30 years from September 18, 1996. At
          the end
          of the license, the Company expects to have an option to renew the
          license.
  15
  ***Item
          3. Legal Proceedings***
  Other
          than the litigation and settlement agreements of our newly acquired business
          as
          disclosed in the Form 8-K/A-1 filed with the SEC on January 16, 2007, under
          the
          section titled “Legal Proceedings and Settlement Agreements” from page 37 to 38,
          which information is incorporated by reference herein, there are no material
          pending legal proceedings to which we are a party or to which any of our
          property is subject and, to the best of our knowledge, no such actions
          against
          us are contemplated or threatened.
  ***Item
          4. Submission Of Matters To A Vote Of Security
          Holders***
  There
          were no matters submitted during the fourth quarter of the fiscal year
          covered
          by this report to a vote of security holders, through the solicitation
          of
          proxies or otherwise, however, on March 1, 2007, the Company held its annual
          meeting of stockholders whereby the following corporate actions were all
          approved by holders of a majority of the issued and outstanding shares
          of the
          Company:
  1.
                Amendment
                    to the Certificate of Incorporation to effectuate a name change
                    of the
                    Company to “Sinobiomed Inc.”;
  2.
                Amendment
                    to the Certificate of Incorporation to effectuate an increase
                    in the
                    authorized shares of common stock from 50,000,000 to
                    250,000,000;
  3.
                Forward
                    Stock Split of the Company’s issued and outstanding shares of common stock
                    on a basis of forty (40) new shares for each one (1) old
                    share;
  4.
                Amendment
                    of the Company’s By-Law Article IV, Section 5 to read as
                    follows:
  “Whenever
          shareholders are required or permitted to take any action by vote, such
          action
          may be taken without a meeting on written consent, setting for the action
          so
          taken, signed by the holders of a majority of outstanding shares entitled
          to
          vote thereon.”;
  5.
                Election
                    of Messrs. Ban-Jun Yang, Ka Yu, Robert Ip, Chris Metcalf and
                    Kim Kiat Ong
                    as Directors of the Company to hold office until the next annual
                    meeting
                    of stockholders or until their successors are elected or
                    appointed;
  6.
                Ratification
                    of the appointment of Schumacher & Associates, Inc. as the Company’s
                    independent registered public accountants for the fiscal year
                    ended
                    December 31, 2006; and
  7.
                Ratification
                    of the adoption of the 2006 Stock Option and Incentive Plan for
                    key
                    personnel of the Company.
  16
  **Part
          II**
  ***Item
          5. Market For Common Equity And Related Stockholder
          Matters***
  **General**
  We
          are
          authorized to issue 250,000,000 shares of Common Stock, at a par value
          $.0001
          per share. As of March 23, 2007, there are 115,100,000 (post forward stock
          split) shares of common stock outstanding. The number of record holders
          of
          Common Stock as of March 23, 2006 is approximately 36.
  **Common
          Stock**
  The
          holders of Common Stock are entitled to one vote for each share held of
          record
          on all matters to be voted on by stockholders. There is no cumulative voting
          with respect to the election of directors, with the result that the holders
          of
          more than 50% of the shares voting for the election of directors can elect
          all
          of the directors then up for election. The holders of Common Stock are
          entitled
          to receive ratably such dividends when, as and if declared by the Board
          of
          Directors out of funds legally available therefore. In the event we have
          a
          liquidation, dissolution or winding up, the holders of Common Stock are
          entitled
          to share ratably in all assets remaining which are available for distribution
          to
          them after payment of liabilities and after provision has been made for
          each
          class of stock, if any, having preference over the Common Stock. Holders
          of
          shares of Common Stock, as such, have no conversion, preemptive or other
          subscription rights, and there are no redemption provisions applicable
          to the
          Common Stock.
  **Price
          Ranges of the Company’s Common Stock**
  ***Market
          Information***
  The
          Company’s Common Stock is traded on NASD operated Over-the-Counter Bulletin
          Board under the symbol “SOBM” commencing on March 2, 2007. It was previously
          traded under the symbol “CDCX” from July 28, 2006 until March 1, 2007, without
          any trading or volume.
  There
          is
          currently a limited trading market for the Company’s Common Stock.
  **Dividend
          Policy**
  We
          have
          never paid any cash dividends and have no plans to do so in the foreseeable
          future. Our future dividend policy will be determined by our Board of Directors
          and will depend upon a number of factors, including our financial condition
          and
          performance, our cash needs and expansion plans, income tax consequences
          and the
          restrictions that applicable laws and other arrangements then
          impose.
  17
  ***Recent
          Sales of Unregistered Securities***
  During
          the fourth quarter for the fiscal year ended December 31, 2006, we have
          not
          issued any unregistered securities, however, on January 11, 2007 we issued
          1,750,000 (pre forward stock split) shares of common stock in connection
          with
          the closing of the acquisition of Wanxin Bio-Technology Limited in accordance
          with the Share Purchase Agreement between the Company, Wanxin Bio-Technology
          Limited and the shareholders of Wanxin Bio-Technology Limited, dated December
          21, 2006. We believe that such issuance is exempt from registration as
          the
          securities were issued to the individuals/entities in an offshore transaction
          which was negotiated and consummated outside of the United States.
  In
          addition, on March 22, 2007, we issued 100,000 (post forward stock split)
          shares
          of common stock in accordance with the Corporate Consulting Services Agreement
          between the Company and Asher Zwebner, dated effective January 1, 2007.
          We
          believe that such issuance is exempt from registration as the securities
          were
          issued to the individuals/entities in an offshore transaction which was
          negotiated and consummated outside of the United States.
  As
          of
          March 23, 2007, the Company has received payment for subscriptions to purchase
          358,000 units (each a “Unit”) of the Company at a price of $0.75 per Unit for
          total proceeds of $268,500. Each Unit consists of one (post forward stock
          split)
          share of common stock of the Company and one-half of one share purchase
          warrant
          (each a “Warrant”). Each whole Warrant entitles the holder thereof to acquire
          one additional share of common stock of the Company at an exercise price
          of
          $1.25 per share with an expiry date of two years from the date of issuance
          of
          the Warrants.
  ***Retirement
          of Common Stock***
  On
          March
          9, 2007, Mr. Ka Yu, our Secretary, Treasurer and a director, voluntarily
          surrendered for cancellation and return to treasury 76 million of his 80
          million
          (post forward stock split) shares. The cancellation of these 76 million
          (post
          forward stock split) shares reduced the issued and outstanding (post forward
          stock split) shares from 191 million to 115 million.
  ***Item
          6*** **.
          Management’s Discussion And Analysis Or Plan Of Operation**
  You
          should read the following plan of operation together with our financial
          statements and related notes appearing elsewhere in this Annual Report.
          This
          plan of operation contains forward-looking statements that involve risks,
          uncertainties, and assumptions. The actual results may differ materially
          from
          those anticipated in these forward-looking statements as a result of certain
          factors, including, but not limited to, those presented under “Risk Factors”
elsewhere in this Annual Report.
  18
  **Overview**
  As
          from
          the inception of the Company and until the end of November 2006 we were
          in
          business of developing a Patent known as the "Car Door Safety Feature",
          however,
          we determined to change our business plan from the development of the Car
          Door
          Safety Feature Patent and began focusing around the Chinese biopharmaceutical
          industry. On January 12, 2007, the Company completed the reverse merger
          of
          Wanxin Bio-Technology Limited (“Wanxin”) and all the subsidiaries of Wanxin in
          accordance with the Share Purchase Agreement, whereby the Company acquired
          100%
          of the issued and outstanding shares in the capital of Wanxin (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.
  **Net
          Loss**
  Our
          net
          loss for the year ended December 31, 2006 was $112,303, compared to $52,774
          for
          the year ended December 31, 2005. Cash used in operating activities in
          the year
          ended December 31, 2006 was $98,785, compared to cash provided for of $1,758
          for
          the year ended December 31, 2005. The increase in the net loss was due
          to an
          increase in professional fees and due to the related write off of the Patent
          for
          which we determined had no more economic value to the Company.
  **Revenues**
  We
          have
          not generated any revenues to date from our operations.
  **Expenses** **:**
  ***Management
          Salaries***
  For
          the
          year ended December 31, 2005, $40,000 was accrued as management salaries.
          No
          salaries were recorded for the year ending December 31 2006
  ***Professional
          Fees***
  Professional
          fees increased to $101,153 in the year ended December 31, 2006 from $9,950
          in
          the year ended December 31, 2005 due to the increased costs of legal and
          accounting services for preparation of quarterly and annual financial statements
          and public filings and the cost of $40,000 in legal fees incurred in connection
          with the reverse merger with Wanxin.
  ***Patent
          Write off***
  For
          the
          year ended December 31 2006 and 2005, concurrent with the change in our
          business
          plan in November, the remaining unamortized balance of the Patent was written
          off accordingly in the amount of $5,293 which is included in other expenses
          and
          in the net loss for the year ending December 31, 2006.
  ***Liquidity
          and Capital Resources***
  During
          the year 2006 we raised $100,000 from the issuance of 1 million shares
          (pre
          forward stock split) of newly issued common stock. As at December 31, 2006,
          we
          had 0 cash on hand, however, as of March 23, 2007, subsequent to the completion
          of the reverse merger with Wanxin Bio-Technology Limited (“Wanxin”) we received
          payment for subscriptions to purchase 358,000 units (each a “Unit”) of the
          Company at a price of $0.75 per Unit for total proceeds of $268,500. Each
          Unit
          consists of one (post forward stock split) share of common stock of the
          Company
          and one-half of one share purchase warrant (each a “Warrant”). Each whole
          Warrant entitles the holder thereof to acquire one additional share of
          common
          stock of the Company at an exercise price of $1.25 per share with an expiry
          date
          of two years from the date of issuance of the Warrants. These funds will
          further
          allow us to continue to expand the business activities of Wanxin.
  *Item
          7. Financial Statements*
  19
  **SINOBIOMED
              INC.**
 **(FORMERLY
              CDOOR CORP.)**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **INDEX
              TO FINANCIAL STATEMENTS**
 **DECEMBER
              31, 2006, AND 2005**
 
 Financial
                      Statements-Auditors
                        Report
                    
                    
                    F-1Balance
                        Sheet as of December
                        31,
                        2006
                    
                    
                    F-2Statements
                        of Operations for the Years Ended December 31, 2006,
                        and
                        2005, and Cumulative from Inception
                    
                    
                    F-3Statement
                        of Stockholders’ Equity (Deficit) for the Periods from
                        Inception through
                        December 31, 2006
                    
                    
                    F-4Statements
                        of Cash Flows for the Years Ended December 31,
                        2006,and
                        2005, and Cumulative from Inception
                    
                    
                    F-5Notes
                        to Financial Statements December 31, 2006, and
                        2005
                    
                    
                    F-6
 
 
  ***REPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM***
  **The
                Board of Directors and Stockholders of**
 Sinobiomed
                Inc. (formerly CDoor Corp.)
 (A
                development stage company)
  We
                have
                audited the accompanying balance sheet of Sinobiomed Inc. (formerly
                CDoor Corp.) **** (a
                development stage company) as of December 31, 2006, the related statements
                of
                stockholders’ (deficit), operations and cash flows for the year ended December
                31, 2006 and for the period from November 18, 2004 (inception) to
                December 31,
                2006.  These financial statements are the responsibility of the Company's
                management.  Our responsibility is to express an opinion on these financial
                statements based on our audit. The financial statements as of December
                31, 2005
                and for the cumulative period from November 18, 2004 to December
                31, 2005 were
                audited by other auditors whose reports dated August 15, 2005 and
                March 15, 2005
                expressed unqualified opinions on those statements.  The financial
                statements for the period from November 18, 2004 to December 31,
                2005 include
                total revenues of $nil and net loss of $2,610 and $52,774 since inception,
                respectively.  Our opinion on the statements of stockholders’ (deficit),
                operations and cash flows for the period November 18, 2004 (Inception)
                to
                December 31, 2006, insofar as it relates to amounts for prior periods
                through
                December 31, 2005 is based solely on the reports of other auditors.
  We
                conducted our audit in accordance with the standards of the Public
                Company
                Accounting Oversight Board (United States). Those standards require
                that we plan
                and perform the audit to obtain reasonable assurance about whether
                the financial
                statements are free of material misstatement. We were not engaged
                to perform an
                audit of the Company's internal control over financial reporting.
                Our audit
                included consideration of internal control over financial reporting
                as a basis
                for designing audit procedures that are appropriate in the circumstances,
                but
                not for the purpose of expressing an opinion on the effectiveness
                of the
                Company's internal control over financial reporting. Accordingly,
                we express no
                such opinion. An audit also includes examining, on a test basis,
                evidence
                supporting the amounts and disclosures in the financial statements,
                assessing
                the accounting principles used and significant estimates made by
                management, and
                evaluating the overall financial statement presentation.  We believe that
                our audit and the reports of the other auditors provide a reasonable
                basis for
                our opinion.
  In
                our
                opinion, based on our audit and the reports of other auditors, the
                financial
                statements referred to above present fairly, in all material respects,
                the
                financial position of the Company as of December 31, 2006, and the
                results of
                its operations and its cash flows for the year ended December 31,
                2006, and for
                the cumulative period from November 18, 2004 (Inception) to December
                31, 2006 in
                conformity with U.S. generally accepted accounting
                principles.
  The
                accompanying financial statements have been prepared assuming that
                the Company
                will continue as a going concern. As described in Note 2, the Company
                has
                incurred operating losses since inception, had negative working capital
                as of
                December 31, 2006 and the cash resources of the company were $0,,
                which raise
                substantial doubt about the Company’s ability to continue as a going concern.
                Management's plans in regard to this matter are also discussed in
                Note 2. The
                financial statements do not include any adjustments that might result
                from the
                outcome of this uncertainty.
   Schumacher
                & Associates, Inc.
 Certified
                Public Accountants
 2525
                15 th Street,
                Suite 3H
  Denver,
                Colorado 80211
  March
                28,
                2007.
  F-1
  **SINOBIOMED
                          INC.****(FORMERLY
                          CDOOR CORP.)****(A
                          DEVELOPMENT STAGE COMPANY)****BALANCE
                          SHEET (NOTE 2)****AS
                          OF DECEMBER 31, 2006****ASSETS****2006****Current
                          Assets:**Cash
                          on hand and in bank
                      
                      $
                      -Total
                          current assets
                      
                      
                      -**Total
                          Assets**
                      
                      $
                      -**LIABILITIES
                          AND STOCKHOLDERS' (DEFICIT)****Current
                          Liabilities:**Accrued
                          professional fees
                      
                      $
                      61,160Loan
                          from related party - Director and stockholder
                      
                      
                      813Total
                          current liabilities
                      
                      
                      61,973Total
                          liabilities
                      
                      
                      61,973**Commitments
                          and Contingencies****Stockholders'
                          (Deficit):**Common
                              stock, par value $.0001 per share, 250,000,000 shares
                              authorized;
                              121,000,000 shares issued and outstanding
                      
                      
                      12,100Additional
                          paid-in capital
                      
                      
                      93,614(Deficit)
                          accumulated during the development stage
                      
                      
                      (167,687
                      )Total
                          stockholders' (deficit)
                      
                      
                      (61,973
                      )**Total
                          Liabilities and Stockholders' (Deficit)**
                      
                      $
                      -
 The
              accompanying notes to financial statements are
              an
              integral part of this balance sheet.
  F-2
 **SINOBIOMED
                          INC.****(FORMERLY
                          CDOOR CORP.)****(A
                          DEVELOPMENT STAGE COMPANY)****STATEMENTS
                          OF OPERATIONS (NOTE 2)****FOR
                          THE YEARS ENDED DECEMBER 31, 2006, AND 2005,****AND
                          CUMULATIVE FROM INCEPTION (NOVEMBER 18, 2004)****THROUGH
                          DECEMBER 31, 2006****Years
                          Ended**
                      
                      **Cumulative****December
                          31,**
                      
                      **From****2006**
                      
                      **2005**
                      
                      **Inception****Revenues**
                      
                      $
                      -
                      
                      $
                      -
                      
                      $
                      -**Expenses:**General
                          and administrative-Management
                          salaries
                      
                      
                      -
                      
                      
                      40,000
                      
                      
                      40,000Professional
                          fees
                      
                      
                      101,153
                      
                      
                      9,950
                      
                      
                      111,603Amortization
                      
                      
                      2,097
                      
                      
                      2,500
                      
                      
                      4,707Other
                      
                      
                      3,760
                      
                      
                      324
                      
                      
                      6,084Total
                          general and administrative expenses
                      
                      
                      107,010
                      
                      
                      52,774
                      
                      
                      162,394**(Loss)
                          from Operations**
                      
                      
                      (107,010
                      )
                      
                      (52,774
                      )
                      
                      (162,394
                      )**Other
                          (Expense)**
                      
                      
                      -
                      
                      
                      -
                      
                      
                      -Write-off
                          of patent
                      
                      
                      (5,293
                      )
                      
                      -
                      
                      
                      (5,293
                      )**Net
                          (Loss)**
                      
                      $
                      (112,303
                      )
                      $
                      (52,774
                      )
                      $
                      (167,687
                      )**(Loss)
                          Per Common Share:**(Loss)
                          per common share - Basic and Diluted
                      
                      
                      NIL
                      
                      
                      NIL**Weighted
                          Average Number of Common Shares****Outstanding
                          - Basic and Diluted**
                      
                      
                      103,671,233
                      
                      
                      80,000,000
 
 The
              accompanying notes to financial statements are an
              integral part of these statements.
  F-3
 **SINOBIOMED
                          INC.****(FORMERLY
                          CDOOR CORP.)****(A
                          DEVELOPMENT STAGE COMPANY)****STATEMENTS
                          OF STOCKHOLDERS' EQUITY (DEFICIT) (NOTE 2)****FOR
                          THE PERIODS FROM INCEPTION (NOVEMBER 18, 2004)****THROUGH
                          DECMEBER 31, 2006**
   **(Deficit)****Accumulated****Additional**
                      
                      
                      **During
                          the****Common
                          stock**
                      
                      
                      **Paid-in**
                      
                      
                      **Development****Description**
                      
                      
                      **Shares**
                      
                      
                      **Amount**
                      
                      
                      **Capital**
                      
                      
                      **Stage**
                      
                      
                      **Totals****Balance
                          - November 18, 2004**
                      
                      
                      -
                      
                      $
                      -
                      
                      $
                      -
                      
                      $
                      -
                      
                      $
                      -Common
                          stock issued for cash(
                          $0.0001 per share )
                      
                      
                      2,000,000
                      
                      
                      200
                      
                      
                      1,800
                      
                      
                      -
                      
                      
                      2,000Adjustment
                          for 40-1 forward stock split
                      
                      
                      78,000,000
                      
                      
                      7,800
                      
                      
                      (7,800
                      )
                      
                      
                      
                      
                      -See
                          footnote 7Acquisition
                          of patent from stockholder
                      
                      
                      -
                      
                      
                      -
                      
                      
                      10,000
                      
                      
                      -
                      
                      
                      10,000Net
                          (loss) for the period
                      
                      
                      -
                      
                      
                      -
                      
                      
                      -
                      
                      
                      (2,610
                      )
                      
                      (2,610
                      )**Balance
                          - December 31, 2004**
                      
                      
                      80,000,000
                      
                      
                      8,000
                      
                      
                      4,000
                      
                      
                      (2,610
                      )
                      
                      9,390Net
                          (loss) for the period
                      
                      
                      -
                      
                      
                      -
                      
                      
                      -
                      
                      
                      (52,774
                      )
                      
                      (52,774
                      )**Balance
                          - December 31, 2005**
                      
                      
                      80,000,000
                      
                      
                      8,000
                      
                      
                      4,000
                      
                      
                      (55,384
                      )
                      
                      (43,384
                      )Common
                          stock issued for cash($0.25
                          per share)
                      
                      
                      40,000,000
                      
                      
                      4,000
                      
                      
                      96,000
                      
                      
                      -
                      
                      
                      100,000Less
                          - Offering costs
                      
                      
                      -
                      
                      
                      -
                      
                      
                      (38,415
                      )
                      
                      -
                      
                      
                      (38,415
                      )Common
                          stock issued for services
                      
                      
                      1,000,000
                      
                      
                      100
                      
                      
                      1,900
                      
                      
                      -
                      
                      
                      2,000Cancellation
                          of loans from related parties
                      
                      
                      -
                      
                      
                      -
                      
                      
                      30,129
                      
                      
                      -
                      
                      
                      30,129Net
                          (loss) for the period
                      
                      
                      -
                      
                      
                      -
                      
                      
                      -
                      
                      
                      (112,303
                      )
                      
                      (112,303
                      )**Balance
                          - December 31, 2006**
                      
                      
                      121,000,000
                      
                      $
                      12,100
                      
                      $
                      93,614
                      
                      $
                      (167,687
                      )
                      $
                      (61,973
                      )
 
 The
              accompanying notes to financial statements are an
              integral part of these statements.
  F-4
 **SINOBIOMED
                          INC.****(FORMERLY
                          CDOOR CORP.)****(A
                          DEVELOPMENT STAGE COMPANY)****STATEMENTS
                          OF CASH FLOWS (NOTE 2)****FOR
                          THE YEARS ENDED DECEMBER 31, 2006, AND 2005,****AND
                          CUMULATIVE FROM INCEPTION (NOVEMBER 18, 2004)****THROUGH
                          DECEMBER 31, 2006****Years
                          Ended**
                      
                      **Cumulative****December
                          31,**
                      
                      **From****2006**
                      
                      **2005**
                      
                      **Inception****Operating
                          Activities:**Net
                          (loss)
                      
                      $
                      (112,303
                      )
                      $
                      (52,774
                      )
                      $
                      (167,687
                      )Adjustments
                          to reconcile net (loss) to net cashprovided
                          by (used in) operating activities:Amortization
                      
                      
                      2,097
                      
                      
                      2,500
                      
                      
                      4,707Loss
                          on write off of patent
                      
                      
                      5,293
                      
                      
                      -
                      
                      
                      5,293Common
                          stock issued for transfer agent services
                      
                      
                      2,000
                      
                      
                      -
                      
                      
                      2,000Changes
                          in net liabilities-Accrued
                          liabilities
                      
                      
                      4,128
                      
                      
                      52,032
                      
                      
                      61,160**Net
                          Cash Provided by (Used in) Operating Activities**
                      
                      
                      (98,785
                      )
                      
                      1,758
                      
                      
                      (94,527
                      )**Investing
                          Activities:**Investing
                          activities
                      
                      
                      -
                      
                      
                      -
                      
                      
                      -**Net
                          Cash (Used in) Investing Activities**
                      
                      
                      -
                      
                      
                      -
                      
                      
                      -**Financing
                          Activities:**Checks
                          in excess of bank balance
                      
                      
                      (28
                      )
                      
                      28
                      
                      
                      -Issuance
                          of common stock for cash
                      
                      
                      100,000
                      
                      
                      -
                      
                      
                      102,000Deferred
                          offering costs
                      
                      
                      -
                      
                      
                      (33,915
                      )
                      
                      (38,415
                      )Loans
                          from related parties - Directors and stockholders
                      
                      
                      1,813
                      
                      
                      31,129
                      
                      
                      35,942Payments
                          on loans from related parties - Directors and stockholders
                      
                      
                      (3,000
                      )
                      
                      -
                      
                      
                      (5,000
                      )**Net
                          Cash Provided by (Used in) Financing Activities**
                      
                      
                      98,785
                      
                      
                      (2,758
                      )
                      
                      94,527**Net
                          (Decrease) in Cash**
                      
                      
                      -
                      
                      
                      (1,000
                      )
                      
                      -**Cash
                          - Beginning of Period**
                      
                      
                      -
                      
                      
                      1,000
                      
                      
                      -**Cash
                          - End of Period**
                      
                      $
                      -
                      
                      $
                      -
                      
                      $
                      -**Supplemental
                          Disclosure of Cash Flow Information:**Cash
                          paid during the period for:Interest
                      
                      $
                      -
                      
                      $
                      -
                      
                      $
                      -Income
                          taxes
                      
                      $
                      -
                      
                      $
                      -
                      
                      $
                      -
  **Supplemental
                  Information of Noncash Investing and Financing Activities:**
 In
                  December 2004, the Company acquired by assignment a United States
                  patent named
                  "Car Door Safety
                  Feature" from a Director and stockholder. Under Staff Accounting
                  Bulletin Topic
                  5G, "Transfers of
                  Nonmonetary Assets by Promoters and Shareholders," the Company
                  recorded the
                  transaction as a contribution
                  to paid-in capital at the Director and stockholder's historical
                  cost basis,
                  determined under accounting
                  principles generally accepted in the United States in the amount
                  of
                  $10,000.
 On
                          August
                          2, 2006, the Company issued 1,000,000 shares of its common
                          stock with a value of
                          $2,000 (post forward
                          stock split) under the terms of a contractual agreement
                          with an unrelated party
                          for transfer agent services.
  The
              accompanying notes to financial statements are an
              integral part of these statements.
  F-5
  **SINOBIOMED
              INC.**
 **(FORMERLY
              CDOOR CORP.)**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **DECEMBER
              31, 2006, AND 2005**
  **(1)**
                    **Summary
                        of Significant Accounting
                        Policies**
 
 *Basis
              of Presentation and Organization*
 
 Sinobiomed
              Inc. (formerly CDoor Corp. and “Sinobiomed” or the “Company”) is a Delaware
              corporation in the development stage. The Company was incorporated
              under the
              laws of the State of Delaware on November 18, 2004. The initial business
              plan of
              the Company was to develop a commercial application utilizing a patent
              pertaining to a safety system for the doors of automobiles. The Company
              also
              planned to develop a prototype of the patent application, and then
              manufacture
              and market the product and/or seek third-party entities interested
              in licensing
              the rights to manufacture and market the safety system.
 
 In
              addition, in 2004, the Company commenced a capital formation activity
              to effect
              a Registration Statement on Form SB-2 with the Securities and Exchange
              Commission (“SEC”), and raise capital of up to $100,000 from a self-underwritten
              offering of 40 million shares of newly issued common stock (post forward
              stock
              split) in the public markets. On May 30, 2006, the Company successfully
              completed the capital formation activity of its registered common
              stock.
 
 On
              October 16, 2006, the two Directors, officers, and principal stockholders
              of the
              Company agreed to sell 80 million shares of the Company’s common stock (post
              forward stock split), constituting 66% of the Company’s issued and outstanding
              stock, to an unrelated third party. Effective October 31, 2006, the
              purchaser
              became the sole Director, President, Chief Executive Officer (“CEO”), Chief
              Financial Officer (“CFO”), Secretary and Treasurer of the Company. The
              purchase closed on November 2, 2006. At the same time, the Company
              adopted a new
              business plan to pursue a reverse merger with Wanxin Bio-Technology
              Limited
              (“Wanxin”), a British Virgin Islands company, and entered into a merger
              agreement with Wanxin and its stockholders on December 21, 2006 subject
              to
              certain contingencies . Wanxin is the sole stockholder of Manhing Enterprises
              Limited, a company organized under the laws of Hong Kong, and Manhing
              Enterprises Limited is the registered owner of 82 percent of the capital
              of
              Shanghai Wanxing Bio-pharmaceuticals Co., Ltd. In addition, Shanghai
              Wanxing
              Bio-pharmaceuticals Co., Ltd. is the registered owner of 50.33 percent
              of the
              capital of Shanghai Wanxing Bio-science Cosmetic Co., Ltd. The new
              business plan
              and focus of the Company centers around the Chinese biopharmaceutical
              industry.
 
 The
              transaction to complete the reverse merger with Wanxin was effected
              on January
              12, 2007, as a recapitalization of the Company, with the net assets
              of Wanxin
              and the Company brought forward at their historical bases, and 95 percent
              of the
              voting stock of the sole director and officer of the Company (76 million
              shares
              of common stock, post forward stock split) being surrendered to the
              Company for
              cancellation and return to the treasury such that voting control of
              the Company
              was obtained by the stockholders of Wanxin. The costs associated with
              the
              reverse merger were expensed as incurred. The accompanying financial
              statements
              of Sinobiomed were prepared from the accounts of the Company under
              the accrual
              basis of accounting.
 
 At
              an
              annual meeting of the stockholders of the Company held on March 1,
              2007, the
              stockholders voted to complete a forward stock split of forty for one
              of the
              Company’s common stock with an effective date of March 2, 2007. All transactions
              involving the Company’s common stock prior to March 2, 2007 and determinations
              of the weighted average number of common shares outstanding have been
              retroactively adjusted to reflect this forward stock split.
  F-6
 **SINOBIOMED
                INC.**
 **(FORMERLY
                CDOOR CORP.)**
 **(A
                DEVELOPMENT STAGE COMPANY)**
 **NOTES
                TO FINANCIAL STATEMENTS**
 **DECEMBER
                31, 2006, AND 2005**
 
 *Cash
              and Cash Equivalents*
 
 For
              purposes of reporting within the statement of cash flows, the Company
              considers
              all cash on hand, cash accounts not subject to withdrawal restrictions
              or
              penalties, and all highly liquid debt instruments purchased with a
              maturity of
              three months or less to be cash and cash equivalents.
 
 *Revenue
              Recognition*
 
 The
              Company is in the development stage and has yet to realize revenues
              from planned
              operations. It plans to realize revenues from its reverse merger with
              Wanxin
              which has related investment interests in two entities located in China.
              Revenues from the sales of goods will be realized when the goods are
              shipped.
              Goods will be shipped pursuant to purchase orders and there will be
              a no-returns
              policy. Accordingly, the revenue earning process will be complete at
              the time of
              shipment. The Company also expects to realize revenues from grants
              when all of
              the conditions on the grant are satisfied. Lastly, the Company expects
              to
              realize revenues from consulting and outside manufacturing when the
              work is
              complete.
 
 *Patent*
 
 The
              Company initially obtained a United States patent from a Director and
              stockholder by assignment effective December 15, 2004. The patent was
              originally
              granted on December 24, 1991. Under Staff Accounting Bulletin Topic
              5G,
“Transfers of Nonmonetary Assets by Promoters and Shareholders,” the Company
              recorded the transaction as a contribution to paid-in capital at the
              Director
              and stockholder’s historical cost basis in the amount of $10,000. The historical
              cost of obtaining the patent was capitalized by the Company, and was
              amortized
              over a period of approximately four years through November 2, 2006.
              At that
              time, the Company wrote off the remaining unamortized cost of the patent
              amounting to $5,293, due to its change in business plan.
  *Impairment
              of Long-Lived Assets*
 
 The
              Company evaluates the recoverability of long-lived assets and the related
              estimated remaining lives when events or circumstances lead management
              to
              believe that the carrying value of an asset may not be recoverable.
              For the
              periods ended December 31, 2006, and 2005, no events or circumstances
              occurred
              for which an evaluation of the recoverability of long-lived assets
              was required
              , other than the write off of the Patent .
 
 *Loss
              per Common Share*
 
 Basic
              loss per share is computed by dividing the net loss attributable to
              the common
              stockholders by the weighted average number of shares of common stock
              outstanding (post stock split) during the period. Fully diluted loss
              per share
              is computed similar to basic loss per share except that the denominator
              is
              increased to include the number of additional common shares that would
              have been
              outstanding if the potential common shares had been issued and if the
              additional
              common shares were dilutive. There were no dilutive financial instruments
              issued
              or outstanding for the periods ended December 31, 2006, and 2005.
  F-7
 **SINOBIOMED
                INC.**
 **(FORMERLY
                CDOOR CORP.)**
 **(A
                DEVELOPMENT STAGE COMPANY)**
 **NOTES
                TO FINANCIAL STATEMENTS**
 **DECEMBER
                31, 2006, AND 2005**
 *Income
              Taxes*
 
 The
              Company accounts for income taxes pursuant to SFAS No. 109, *Accounting
              for Income Taxes* (“SFAS
              109”). Under SFAS 109, deferred tax assets and liabilities are determined
              based
              on temporary differences between the bases of certain assets and liabilities
              for
              income tax and financial reporting purposes. The deferred tax assets
              and
              liabilities are classified according to the financial statement classification
              of the assets and liabilities generating the differences.
 
 The
              Company maintains a valuation allowance with respect to deferred tax
              assets. The
              Company establishes a valuation allowance based upon the potential
              likelihood of
              realizing the deferred tax asset and taking into consideration the
              Company’s
              financial position and results of operations for the current period.
              Future
              realization of the deferred tax benefit depends on the existence of
              sufficient
              taxable income within the carryforward period under the Federal tax
              laws.
 
 Changes
              in circumstances, such as the Company generating taxable income, could
              cause a
              change in judgment about the realizability of the related deferred
              tax asset.
              Any change in the valuation allowance will be included in income in
              the year of
              the change in estimate.
 
 *Stock-Based
              Compensation*
 
 The
              Company uses the fair value method to account for non-employee stock-based
              compensation in accordance with SFAS No. 123, *Accounting
              for Stock-Based Compensation* ,
              and
              FASB Emerging Issues Task Force, or EITF, Issue No. 96-18, *Accounting
              for Equity Instruments That Are Issued to Other Than Employees for
              Acquiring, or
              in Conjunction with Selling, Goods or Services* .
              Under
              the fair value method, all transactions in which goods or services
              are the
              consideration received for the issuance of equity instruments are accounted
              for
              based on the fair value of the consideration received or the fair value
              of the
              equity instruments issued, whichever is more reliably measurable.
 
 *Fair
              Value of Financial Instruments*
 
 The
              Company estimates the fair value of financial instruments using the
              available
              market information and valuation methods. Considerable judgment is
              required in
              estimating fair value. Accordingly, the estimates of fair value may
              not be
              indicative of the amounts the Company could realize in a current market
              exchange. As of December 31, 2006, the carrying value of the loan from
              related
              party - Director and Stockholder, and accrued liabilities approximated
              fair
              value due to the short-term maturity of these instruments.
  *Estimates*
 
 The
              financial statements are prepared on the basis of accounting principles
              generally accepted in the United States. The preparation of financial
              statements
              in conformity with generally accepted accounting principles requires
              management
              to make estimates and assumptions that affect the reported amounts
              of assets and
              liabilities as of December 31, 2006, and expenses for the periods ended
              December
              31, 2006, and 2005, and cumulative from inception. Actual results could
              differ
              from those estimates made by management.
  F-8
 **SINOBIOMED
                INC.**
 **(FORMERLY
                CDOOR CORP.)**
 **(A
                DEVELOPMENT STAGE COMPANY)**
 **NOTES
                TO FINANCIAL STATEMENTS**
 **DECEMBER
                31, 2006, AND 2005**
  **(2)**
                    **Development
                        Stage Activities and Going
                        Concern**
 
 The
              Company is currently in the development stage, and its business plan
              has been
              changed during 2006 from the development of a commercial application
              utilizing a
              patent pertaining to a safety system for the doors of automobiles,
              to that of a
              reverse merger with Wanxin and the future operations of entities in
              the
              biopharmaceutical industry located in China.
 
 In
              addition, in 2004, the Company commenced a capital formation activity
              to effect
              a Registration Statement on Form SB-2 with the SEC, and raise capital
              of up to
              $100,000 from a self-underwritten offering of 40 million shares of
              newly issued
              common stock (post forward stock split) in the public markets. On May
              30, 2006,
              the Company successfully completed the offering of its registered common
              stock.
 
 While
              the
              Company successfully secured $100,000 in equity capital, there can
              be no
              assurance that the Company will be successful in the pursuit of its
              new business
              plan through the reverse merger with Wanxin such that the sale of products
              and
              services in China will generate sufficient revenues to sustain the
              operations of
              the Company.
 
 The
              accompanying financial statements have been prepared in conformity
              with
              accounting principles generally accepted in the United States of America,
              which
              contemplate continuation of the Company as a going concern. The Company
              has
              incurred operating losses since inception, had negative working capital
              as of
              December 31, 2006, and the cash resources of the Company were $0. These
              and
              other factors raise substantial doubt about the Company’s ability to continue as
              a going concern. The accompanying financial statements do not include
              any
              adjustments to reflect the possible future effects on the recoverability
              and
              classification of assets or the amounts and classification of liabilities
              that
              may result from the possible inability of the Company to continue as
              a going
              concern.
 
 **(3)**
                    **Patent
                        Rights**
 
 In
              December 2004, the Company acquired by assignment 100% of all rights,
              title and
              interest to a United States patent owned by a former Director and stockholder
              of
              the Company. The patent was originally granted on December 24, 1991.
              The Company
              was also committed to payment of 10% of all revenues received for the
              exploitation of the patent as royalties to the former Director and
              stockholder.
              The historical cost of the patent to the former Director and stockholder
              in the
              amount of $10,000 was reflected on the accompanying balance sheet of
              the
              Company, and was amortized on a straight-line basis over its remaining
              useful
              life of approximately four years until November 2, 2006. At that time,
              the
              Company wrote off the remaining unamortized cost of the patent amounting
              to
              $5,293, due to its change in business plan.
 
 F-9
 **SINOBIOMED
                INC.**
 **(FORMERLY
                CDOOR CORP.)**
 **(A
                DEVELOPMENT STAGE COMPANY)**
 **NOTES
                TO FINANCIAL STATEMENTS**
 **DECEMBER
                31, 2006, AND 2005**
  **(4)**
                    **Loans
                        from Related Parties - Directors and Stockholders**
 
 As
              of
              December 31, 2006, a loan from a related party - Director and stockholder
              amounted to $813, and represented advances from one Director who is
              also a
              stockholder of the Company. The loan is unsecured, non-interest bearing
              and due
              on demand. Subsequent to November 2, 2006, the existing amount of loans
              owed to
              two former Directors and stockholders of the Company, amounting to
              $30,129 was
              cancelled pursuant to the transactions to purchase their shares of
              common stock.
              The Company has classified the cancellation of the loans as additional
              paid-in
              capital in the accompanying balance sheet as of December 31, 2006.
 
 **(5)**
                    **Related
                        Party Transactions**
 
 During
              the year ended December 31, 2006 no expense for management salaries
              were
              recorded however for the year ending December 31 ,2005 management salaries
              were
              accrued and recorded in the amount of $40,000 , to the former Chief
              Executive
              Officer and the Chief Financial Officer of the Company for services
              rendered.
 
 **(6)**
                    **Recent
                        Accounting Pronouncements**
  In
              March
              2006, the FASB issued SFAS No. 156, *“Accounting
              for Servicing of Financial Assets,”* (“SFAS
              No. 156”), which amends SFAS No. 140, *”
              Accounting for Transfers and Servicing of Financial Assets and Extinguishments
              of Liabilities.* ”
In
              a
              significant change to current guidance, SFAS No. 156 permits an entity
              to choose
              either of the following subsequent measurement methods for each class
              of
              separately recognized servicing assets and servicing liabilities: (1)
              Amortization Method or (2) Fair Value Measurement Method. SFAS No.
              156 is
              effective as of the beginning of an entity’s first fiscal year that begins after
              September 15, 2006. The Company is currently reviewing the effect,
              if any, that
              this new pronouncement will have on its financial statements.
 
 In
              June
              2006, the FASB issued SFAS Board Interpretation No. 48, “ *Accounting
              for Uncertainty in Income Taxes - an Interpretation of FASB statement
              No.
              109* ”
(“FIN
              48”), which clarifies the accounting for uncertainty in income taxes recognized
              in an enterprise’s financial statements in accordance with FASB No. 109. The
              interpretation prescribes a recognition threshold and measurement attribute
              for
              the financial statement recognition and measurement of a tax position
              taken or
              expected to be taken in a tax return. This interpretation also provides
              guidance
              on derecognition, classification, interest and penalties, accounting
              in interim
              periods, disclosure, and transition. FIN 48 is effective for fiscal
              years
              beginning after December 15, 2006. Earlier application of the provisions
              of FIN
              48 is encouraged if the enterprise has not yet issued financial statements,
              including interim financial statements, in the period this Interpretation
              is
              adopted. The Company is currently reviewing the effect, if any, that
              this new
              guidance with have on its financial statements.
 
 In
              September 2006, the FASB issued SFAS No. 157, “ *Fair
              Value Measurements* .”
This
              statement defines fair value, establishes a framework for measuring
              fair value
              in generally accepted accounting principles, and expands disclosure
              about fair
              value measurements. This statement applies under other accounting pronouncements
              that require or permit fair value measurement, the FASB having previously
              concluded in those accounting pronouncements that fair value is the
              relevant
              measurement attribute. This statement does not require any new fair
              value
              measurements. However, for some entities, the application of the statement
              will
              change current practice. This statement is effective for financial
              statements
              issued for fiscal years beginning after November 15, 2007, and interim
              periods
              within those fiscal years. The Company is currently reviewing the effect,
              if
              any, that this new pronouncement will have on its financial
              statements.
  F-10
 **SINOBIOMED
                INC.**
 **(FORMERLY
                CDOOR CORP.)**
 **(A
                DEVELOPMENT STAGE COMPANY)**
 **NOTES
                TO FINANCIAL STATEMENTS**
 **DECEMBER
                31, 2006, AND 2005**
 In
              September 2006, the FASB issued SFAS No. 158, “ *Employers’
              Accounting for Defined Benefit Pension and Other Postretirement Plans
              - an
              amendment of FASB Statements No. 87, 88, 106 and 123(R)* .”
This
              statement improves financial reporting by requiring an employer to
              recognize the
              overfunded or underfunded status of a defined benefit postretirement
              plan (other
              than a multi-employer plan) as an asset or liability in its statement
              of
              financial position and to recognize changes in that funded status in
              the year in
              which the changes occur through comprehensive income of a business
              entity or
              changes in unrestricted net assets for a not-for-profit organization.
              This
              statement also improves financial reporting by requiring an employer
              to measure
              the funded status of a plan as of the date of its year-end statement
              of
              financial position, with limited exceptions. The Company does not expect
              the
              adoption of this pronouncement to have a material impact on its financial
              statements.
  There
              were various other accounting standards and accounting interpretations
              issued
              during 2006 , none of which are expected to have a material impact
              on the
              Company’s financial position , operations , or cash flows .
 
 **(7)**
                    **Common
                        Stock**
 
 On
              May
              30, 2006, the Company completed a self-underwritten offering of its
              common
              stock. The Company issued 40 million shares of its common stock (post
              forward
              stock split) for gross proceeds of $100,000.
 
 On
              August
              2, 2006, the Company issued 1 million shares of its common stock (post
              forward
              stock split) with a value of $2,000 under the terms of a contractual
              agreement
              with an unrelated party for transfer agent services.
 
 At
              an
              annual meeting of the stockholders of the Company held on March 1,
              2007, the
              stockholders voted to complete a forward stock split of forty for one
              of the
              Company’s common stock with an effective date of March 2, 2007. All transactions
              involving the Company’s common stock prior to March 2, 2007 and determinations
              of the weighted average number of common shares outstanding have been
              retroactively restated to reflect this forward stock split.
 
 **(8)**
                    **Income
                        Taxes**
 
 The
              provision (benefit) for income taxes for the periods ended December
              31, 2006,
              and 2005, were as follows (assuming effective tax rates of 34% and
              15% in 2006
              and 2005, respectively):
  F-11
 **SINOBIOMED
                INC.**
 **(FORMERLY
                CDOOR CORP.)**
 **(A
                DEVELOPMENT STAGE COMPANY)**
 **NOTES
                TO FINANCIAL STATEMENTS**
 **DECEMBER
                31, 2006, AND 2005**
 **2006**
                        
                        **2005**Current
                            Tax Provision:Federal-Taxable
                            income
                        
                        $
                        -
                        
                        $
                        -Total
                            current tax provision
                        
                        $
                        -
                        
                        $
                        -Deferred
                            Tax Provision:Federal-Loss
                            carryforwards
                        
                        $
                        38,200
                        
                        $
                        7,916Change
                            in valuation allowance
                        
                        
                        (38,200
                        )
                        
                        (7,916
                        )Total
                            deferred tax provision
                        
                        $
                        -
                        
                        $
                        -
 
 The
              Company had deferred income tax assets as of December 31, 2006, and
              2005, as
              follows:
 **2006**
                      
                      **2005**Loss
                          carryforwards
                      
                      $
                      46,508
                      
                      $
                      8,308Less
                          - Valuation allowance
                      
                      
                      (46,508
                      )
                      
                      (8,308
                      )Total
                          net deferred tax assets
                      
                      $
                      -
                      
                      $
                      -
 The
              Company provided a valuation allowance equal to the deferred income
              tax assets
              for the periods ended December 31, 2006, and 2005, because it is not
              presently
              known whether future taxable income will be sufficient to utilize the
              loss
              carryforwards.
 
 As
              of
              December 31, 2006, the Company had approximately $167,700 in tax loss
              carryforwards however due to the change of ownership of the Company
              in the
              fourth quarter of 2006 these losses may not be fully utilized.
 
 **(10)**
                    **Subsequent
                        Events**
 
 Effective
              January 1, 2007, the Company entered into a one-year consulting services
              agreement with a consultant to act as Chief Financial Officer. The
              agreement
              shall automatically renew for subsequent one-year periods unless notice
              not to
              renew is given by either party at least 60 calendar days prior to the
              end of the
              term. Terms of the agreement call for the issuance of 100,000 restricted
              shares
              of common stock of the Company (post forward split) as annual compensation
              for
              services as CFO, within ten days after the execution of the agreement
              by the
              parties, effective January 1, 2007.
  F-12
  **SINOBIOMED
              INC.**
 **(FORMERLY
              CDOOR CORP.)**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **DECEMBER
              31, 2006, AND 2005**
  The
              following items and transactions were also effected at an Annual Meeting
              of the
              Stockholders, held on March 1, 2007:
  -
                    The
                        name of the Company was changed to Sinobiomed
                        Inc.,
 -
                    The
                        authorized number of shares of common stock of the Company
                        was increased
                        from 50,000,000 shares to 250,000,000
                        shares,
 -
                    Effective
                        March 2, 2007, a forward stock split of forty-for-one of
                        the Company’s
                        issued and outstanding common
                        stock,
 
 In
              connection with the closing of the reverse merger with Wanxin, on March
              5, 2007,
              the sole(as at December 31, 2006) Director and officer of the Company
              voluntarily surrendered 76 million shares of common stock of the Company
              (post
              forward stock split) for cancellation and return to the treasury of
              the Company.
              Prior to the surrenderthe director and officer held 80 million shares
              of the
              Company’s common stock (post forward stock split).
 
 Additionaly
              as of March 19, 2007, the Company has received payment for subscriptions
              to
              purchase 358,000 units (each a “Unit”) of the Company at a price of $0.75 per
              Unit for total proceeds of $268,500. Each Unit consists of one share
              of common
              stock of the Company and one-half of one share purchase warrant (each
              a
“Warrant”). Each whole Warrant entitles the holder thereof to acquire one
              additional share of common stock of the Company at an exercise price
              of $1.25
              per share with an expiry date of two years from the date of issuance
              of the
              Warrants.
  F-13
  ***Item
          8. Changes In And Disagreements With Accountants On*** **Accounting And Financial Disclosure**
  Effective
          on February 22, 2006, we dismissed SF Partnership, LLP by declining to
          renew the
          engagement of SF Partnership, LLP as the independent accountant engaged
          to audit
          our financial statements.
  SF
          Partnership LLP performed the audit of our financial statements for the
          year
          ended December 31, 2004. During this period and the subsequent interim
          period
          prior to our decision to decline to renew their engagement, there were
          no
          disagreements with SF Partnership, LLP on any matter of accounting principles
          or
          practices, financial statement disclosure or auditing scope or procedure,
          which
          disagreements if not resolved to SF Partnership, LLP’s satisfaction would have
          caused SF Partnership, LLP to make reference to this subject matter of
          the
          disagreements in connection with SF Partnership, LLP’s report, nor were there
          any “reportable events” as such term is defined in Item 304(a)(3) of Regulation
          S-B, promulgated under the Securities Exchange Act of 1934, as
          amended.
  Our
          Board
          of Directors determined that, although we were very satisfied with the
          quality
          of the audits prepared by SF Partnership, LLP, a new independent certified
          public accountant would be in the best interests of our stockholders. The
          decision not to renew the engagement with SF Partnership, LLP was approved
          by
          our Board of Directors.
  The
          audit
          report of SF Partnership, LLP for our year ended on December 31, 2004,
          did not
          contain an adverse opinion, or a disclaimer of opinion, or qualification
          or
          modification as to uncertainty, audit scope, or accounting principles,
          other
          than the uncertainty regarding our ability to continue as a going
          concern.
  On
          February 22, 2006, we engaged the firm of Davis Accounting Group P.C. to
          serve
          as our independent registered public accountants for the fiscal year ended
          December 31, 2005.
  During
          the two fiscal years ended December 31, 2005 and 2004, and through February
          22,
          2006, we have not consulted with Davis Accounting Group P.C. regarding
          either:
  1.
                The
                    application of accounting principles to any specific transaction,
                    either
                    completed or proposed, or the type of audit opinion that might
                    be rendered
                    on our financial statements, and neither a written report was
                    provided to
                    Davis Accounting Group P.C. nor oral advice was provided that
                    Davis
                    Accounting Group P.C. concluded was an important factor considered
                    by our
                    Board of Directors in reaching a decision as to the accounting,
                    auditing
                    or financial reporting issue; or
  2.
                Any
                    matter that was either subject of disagreement or event, as defined
                    in
                    Item 304(a)(1)(iv) of Regulation S-B and the related instruction
                    to Item
                    304 of Regulation S-B, or a reportable event, as that term is
                    explained in
                    Item 304(a)(1)(iv) of Regulation
                    S-B.
  Effective
          on January 19, 2007, our Board of Directors dismissed Davis Accounting
          Group
          P.C. as our principal independent accountant for auditing our financial
          statements.
  20
  Davis
          Accounting Group P.C. (“Davis”) performed the audit of our financial statements
          for the year ended December 31, 2005. During this period and the subsequent
          interim period prior to our decision to decline to renew their engagement,
          there
          were no disagreements with Davis on any matter of accounting principles
          or
          practices, financial statement disclosure or auditing scope or procedure,
          which
          disagreements if not resolved to Davis would have caused Davis to make
          reference
          to this subject matter of the disagreements in connection with Davis 's
          report,
          nor were there any “reportable events” as such term is defined in Item 304(a)(3)
          of Regulation S-B, promulgated under the Securities Exchange Act of 1934,
          as
          amended.
  Our
          Board
          of Directors determined that, although we were very satisfied with the
          quality
          of the audits prepared by Davis , a new independent certified public accountant
          would be in the best interests of our stockholders.
  The
          audit
          report of Davis for our year ended on December 31, 2005, did not contain
          an
          adverse opinion, or a disclaimer of opinion, or qualification or modification
          as
          to uncertainty, audit scope, or accounting principles, other than the
          uncertainty regarding our ability to continue as a going concern.
  On
          January 19, 2007, we engaged the firm of Schumacher & Associates, Inc. to
          serve as our independent registered public accountants for the fiscal year
          ended
          December 31, 2006.
  During
          the fiscal years ended December 31, 2006, 2005 and 2004, and through January
          19,
          2007, we have not consulted with Schumacher & Associates, Inc. regarding
          either:
  1.
                The
                    application of accounting principles to any specific transaction,
                    either
                    completed or proposed, or the type of audit opinion that might
                    be rendered
                    on our financial statements, and neither a written report was
                    provided to
                    Schumacher & Associates, Inc. nor oral advice was provided that
                    Schumacher & Associates, Inc. concluded was an important factor
                    considered by our Board of Directors in reaching a decision as
                    to the
                    accounting, auditing or financial reporting issue;
                    or
  2.
                Any
                    matter that was either subject of disagreement or event, as defined
                    in
                    Item 304(a)(1)(iv) of Regulation S-B and the related instruction
                    to Item
                    304 of Regulation S-B, or a reportable event, as that term is
                    explained in
                    Item 304(a)(1)(iv) of Regulation
                    S-B.
  ***Item
          8a. Controls And Procedures***
  Based
          on
          their evaluation as of the end of the period covered by this annual report
          on
          Form 10-KSB, our principal executive officer and principal financial officer
          concluded that our disclosure controls and procedures, as defined in Rule
          13a-15(e) promulgated under the Securities Exchange Act of 1924, were effective
          in design and operation. There have been no changes in our system of internal
          control over financial reporting in connection with the evaluation by our
          principal executive officer and principal financial officer during our
          most
          recent fiscal quarter that have materially affected, or are reasonably
          likely to
          materially affect, our internal control over financial reporting.
  21
  ***Item
          8b. Other Information***
  Not
          applicable.
 
 **Part
          III**
  ***Item
          9. Directors, Executive Officers, Promoters*** **,
          Control Persons And Corporate Governance; Compliance With Section 16(A)
          Of The
          Exchange Act**
  The
          following table sets forth certain information regarding the members of
          our
          Board of Directors and executive officers as of March 30, 2007:
  **Name**
                
                **Age**
                
                **Positions
                    and Offices Held****Ban-Jun
                    Yang******(1)
                
                51
                
                President,
                    CEO and a Director**Ka
                    Yu**(2)
                
                36
                
                Secretary,
                    Treasurer and Director**Asher
                    Zwebner******(3)
                
                43
                
                Chief
                    Financial Officer**Robert
                    Ip******(4)
                
                50
                
                Director**Chris
                    Metcalf******(5)
                
                37
                
                Director**Dr.
                    Kim Kiat Ong******(6)
                
                52
                
                Director
 
 (1)
                Mr.
                    Yang was elected as a director of the Company on March 1, 2007
                    and
                    appointed as the President and CEO of the Company on March 1,
                    2007.(2)
                Mr.
                    Yu was appointed as the President, CEO, Secretary, Treasurer
                    and director
                    of the Company on Oct. 31, 2006 until March 1, 2007 and was the
                    CFO of the
                    Company from Oct. 31, 2006 to Dec. 28, 2006. Mr. Yu was elected
                    as a
                    director of the Company on March 1, 2007 and appointed as the
                    Secretary
                    and Treasurer of the Company on March 1, 2007.(3)
                Mr.
                    Zwebner was the CFO, Treasurer and a director of the Company
                    until Oct.
                    30, 2006. Mr. Zwebner was re-appointed as the CFO of the Company
                    on Dec.
                    28, 2006 and again re-appointed as the CFO of the Company on
                    March 1,
                    2007.(4)
                Mr.
                    Ip was elected as a director of the Company on March 1,
                    2007.(5)
                Mr.
                    Metcalf was elected as a director of the Company on March 1,
                    2007.(6)
                Dr.
                    Ong was elected as a director of the Company on March 1,
                    2007.
 
 **Ban-Jun
          Yang** (age 51)
          has been the President, CEO and a Director of the Company since March 1,
          2007.
          Mr. Yang has served as a Director, President and CEO of Shanghai Wanxing
          Bio-pharmaceuticals Co., Ltd. (“Shanghai Wanxing”) since March 31, 1996. He
          served as Chairman of the Board and General Manager for Shanghai Wanxing
          from
          1996 to 2006. From 1991 to 1998, Mr. Yang has also served as Chairman of
          Shanghai Wanxing Automobile Service Co., Ltd. and Beijing Automobile Service
          Co., Ltd. Prior to this, Mr. Yang was Chairman of the Board for Hongkong
          Manhing
          Enterprises Limited, General Manager of Shenzheng Nanbei Commerce Center
          and
          Chairman of the Board of Beijing Hotel in Shenzhen. Mr. Yang has more than
          20
          years of experience in entrepreneurial and investment management in Hong
          Kong,
          Beijing and Shanghai.
  22
 
 **Ka
          Yu** (age 36)
          has been the President, CEO, Secretary, Treasurer and Director of the Company
          from October 31, 2006 to March 1, 2007 and was the CFO of the Company from
          Oct.
          31, 2006 to December 28, 2006. As of March 1, 2007, Mr. Yu is the Secretary,
          Treasurer and a Director of the Company. In addition, he is currently the
          Senior
          Vice President of CY Oriental Holdings Ltd., which is listed on the TSX
          Venture
          Exchange. From 1996 to 2001, Mr. Yu was the Managing Director of Powerlot
          (Pacific) Ltd., a privately owned company, during which he initiated, organized
          and supervised the business of the company with over 500 staff members.
          Powerlot
          is engaged in the business of that company consisted of garment manufacturing,
          logistics, telecommunications, and international trade with annual revenue
          exceeding $50 million USD in 2001. Mr. Yu graduated from Shanghai Teacher’s
          University in Shanghai in 1991 with a bachelors of Science.
 
 **Asher
          Zwebner** (age 43)
          was the Company’s Chief Financial Officer and Treasurer until he resigned on
          October 30, 2006, in accordance with the Stock Purchase Agreement, dated
          October
          16, 2006, whereby Mr. Zwebner agreed to sell all of his 1,000,000 shares
          in the
          Company to Mr. Ka Yu. However, on December 28, 2006, Mr. Zwebner was
          re-appointed as the CFO of the Company and he has again been re-appointed
          by the
          Board of Directors as the CFO subsequent to the annual meeting of stockholders.
          Since May, 2002, Mr. Zwebner has served as the Chief Financial Officer
          of
          ForexManage Ltd., a private hi-tech developer of Internet-based foreign
          exchange
          and risk management solutions based in Israel. Prior to that, Mr. Zwebner
          served
          as the Chief Financial Officer of SMC Ventures.com and for Britannica.com,
          both
          private companies located in Israel. From 2000 through 2002, Mr. Zwebner
          served
          as a consultant for SMC Ventures, a strategic services firm which provides
          business consulting services for startup and established companies. From
          1995
          through 2000 Mr. Zwebner was a senior manager at Kost Forer and Gabbay
          (a
          division of Ernst and Young in Israel). Mr. Zwebner is a CPA in Israel
          and the
          United States, and received a BS Degree in Accounting and Finance from
          Touro
          College in 1988.
 
 **Robert
          Chun-Chung Ip** (age 50)
          has been a director of the Company since March 1, 2007. Mr. Ip is a solicitor
          in
          Hong Kong since 1985 and has over 15 years experience in corporate mergers
          and
          acquisitions. Mr. Ip is also a director of Wheelock Technology Limited
          and
          Robert C. C. Ip & Co. Limited, an investment consultancy company. In
          addition, Mr. Ip is a director of Poly (Hong Kong) Investments Ltd., a
          company
          listed on the Main Board of the Hong Kong Stock Exchange Limited. Mr. Ip
          graduated from the University of Hong Kong in 1979 with a Bachelors of
          Arts
          degree. Mr. Ip furthered his studies in law in the United Kingdom between
          1980-82 and passed the United Kingdom Law Society’s Final Examination in 1982.
          Mr. Ip is a solicitor of England & Wales, Hong Kong, Singapore and the
          Australian Capital Territories.
 
 **Christopher
          S. Metcalf** (age 37)
          has been a director of the Company since March 1, 2007. Mr. Metcalf is
          currently
          the President of Altitude Funds LLC, and Vice President of GF Private Equity
          Group LLC. Prior to that position, from 2002 to 2006, Mr. Metcalf served
          as the
          Vice President of the Graystone Research Group in Morgan Stanley, performing
          portfolio and research analysis for hedge funds and private equity. From
          2000 to
          2002, Mr. Metcalf held the position of Vice President of Private Equity
          at KMV
          Capital LLC, a consulting and private equity firm. Mr. Metcalf has also
          held the
          positions of Vince President and Senior Financial Analyst at Charles Schwab
          Family Private Equity Fund (1999-2000), Investment Banking Representative
          at
          Prudential Securities, and Tax Analyst at Wachovia Bank. Apart from his
          professional experience, Mr. Metcalf holds degrees from the University
          of
          Chicago (MBA with Honors), and the University of Virginia (JD and Bachelor
          of
          Science in Commerce).
  23
  Dr. **Kim
          Kiat Ong** (age 52)
          has been a director of the Company since March 1, 2007. Dr. Ong was a Director
          of Sinovac Biotech Ltd. (AMEX: SVA) from 2003 to 2006. Dr. Ong has been
          in the
          medical field for over 30 years and has specialized as a Cardiothoracic
          and
          Vascular Surgeon for 18 years. He has been a member of several national
          committees and was a Member of the Advisory Committee, for the Singapore
          Ministry of Health (2003- 2005). As a seasoned lecturer, teacher and writer
          in
          the medical profession, Dr. Ong offers a high level of quality
          experience.
 **Involvement
            in Certain Legal Proceedings**
  We
          are
          not aware of any material legal proceedings that have occurred within the
          past
          five years concerning any director, director nominee, or control person
          which
          involved a criminal conviction, a pending criminal proceeding, a pending
          or
          concluded administrative or civil proceeding limiting one’s participation in the
          securities or banking industries, or a finding of securities or commodities
          law
          violations.
  **Section
          16(a) Beneficial Ownership Reporting Compliance**
  Section
          16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
          requires executive officers and directors and persons who own more than
          ten
          percent of our common stock to file reports of ownership and changes in
          ownership with the SEC. Such executive officers, directors and greater
          than ten
          percent stockholders are also required by SEC rules to furnish us with
          copies of
          all Section 16(a) forms they file. Based on information supplied to the
          Company
          and filings made with the SEC, the Company believes that during the fiscal
          year
          ended December 31, 2006, all Section 16(a) filing requirements applicable
          to its
          Directors, officers, and greater than ten percent beneficial owners were
          complied with.
  **Audit
          Committee**
  At
          the
          present time, the Company’s audit committee consists of Messrs. Asher Zwebner,
          Chris Metcalf, Robert Ip and Kim Kiat Ong. The only interested member of
          the
          audit committee is Mr. Asher Zwebner as he is also the Chief Financial
          Officer
          of the Company. Mr. Asher Zwebner is also considered the Company’s financial
          expert for the audit committee.
  **Code
          of Ethics**
  At
          the
          present time, the Company has not adopted a code of ethics. The Company
          intends
          to adopt a code of ethics in the near future.
  24
  ***Item
          10. Executive Compensation***
  The
          following compensation was paid directly to the executive officers of the
          Company during the years ended December 31, 2006, 2005 and 2004:
  **Summary
                    Compensation Table****Annual
                    Compensation**
                **Long-Term
                    Compensation****Name
                    and Principal****Position**
                **Fiscal**
                  **Year**
                  **End**
                **Salary**
                  **($)**
                **Bonus**
                  **($)**
                **All
                    other**
                  **and
                    annual Compensation**
                  **and
                    LTIP****Payouts**
                  **($)**
                **Securities
                    under Options/**
                  **SARS**
                  **Granted**
                  **(#)**
                **Restricted
                    Shares or Restricted**
                  **Share
                    Units**
                  **(#)****Lavi
                    Krasney****(1)**
                  CEO
                    & Director
                2006
                  2005
                  2004
                Nil
                  $20,000
                  Nil
                Nil
                  Nil
                  Nil
                Nil
                  Nil
                  Nil
                Nil
                  Nil
                  Nil
                Nil
                  Nil
                  Nil**Asher
                    Zwebner****(2)**
                  CFO,
                    Secretary, Treasurer & Director
                2006
                  2005
                  2004
                Nil
                  $20,000
                  Nil
                Nil
                  Nil
                  Nil
                Nil
                  Nil
                  Nil
                Nil
                  Nil
                  Nil
                Nil
                  Nil
                  Nil**Ka
                    Yu****(3)**
                  President,
                    CEO, Secretary, Treasurer & Director
                2006
                Nil
                Nil
                Nil
                Nil
                Nil
  (1)
                    Mr. Lavi Krasney resigned as the CEO of the Company on October
                    30, 2006
                    and as a Director on October 31, 2006.(2)
                    Mr. Asher Zwebner resigned as the CFO, Secretary & Treasurer of the
                    Company on October 30, 2006, and as a Director on October 31,
                    2006.
                    However, on December 28, 2006, Mr. Zwebner was reappointed as
                    the CFO of
                    the Company.(3)
                    Mr. Ka Yu was appointed as the President, CEO, CFO, Secretary,
                    Treasurer
                    and a Director of the Company on October 31, 2006. However, on
                    December
                    28, 2006, Mr. Yu resigned as the CFO of the
                    Company.
  The
          Company anticipates that compensation will be provided by the Company during
          the
          Company’s next financial year to certain executive officers of the Company and
          in conjunction with certain management and administrative services to be
          provided to the Company by such executive officers.
  We
          do not
          maintain key-man life insurance for any of our executive officers or
          directors.
  No
          long
          term incentive plan awards were made to any executive officer during the
          fiscal
          year ended December 31, 2006.
  25
  **Stock
          Options** **Grants**
  The
          Company did not grant any stock options during the fiscal year ended December
          31, 2006. However, on March 1, 2007, the Company granted stock options
          to
          purchase 6,000,000 (post forward stock split) shares of common stock to
          Directors, Officers and consultants of the Company at a price of $0.50
          per share
          for a term of five years with vesting provisions of 5% of the options on
          the
          date of grant and 5% on the first of every month thereafter for a total
          vesting
          period of 20 months.
  **Name
                    and Principal Position**
                
                **Number
                    of Securities Underlying Options/ SARS Granted**
                
                **%
                    of Total Options/ SARS Granted to Employees in Fiscal
                    Year**
                
                **Exercise
                    or Base Price ($/Sh)**
                
                **Expiration
                    Date**
                
                **Market
                    Price on Date of Grant**
                  **($/Sh)**Ban-Jun
                    Yang, President, CEO and Director
                
                
                2,500,000
                
                
                41.66
                %
                $
                0.50
                
                
                March
                    1, 2012
                
                $
                0.00Ka
                    Yu, Secretary, Treasurer and Director
                
                
                500,000
                
                
                8.33
                %
                $
                0.50
                
                
                March
                    1, 2012
                
                $
                0.00Robert
                    Ip, Director
                
                
                500,000
                
                
                8.33
                %
                $
                0.50
                
                
                March
                    1, 2012
                
                $
                0.00Chris
                    Metcalf,
                  Director
                
                
                500,000
                
                
                8.33
                %
                $
                0.50
                
                
                March
                    1, 2012
                
                $
                0.00Dr.
                    Kim Kiat Ong,
                  Director
                
                
                500,000
                
                
                8.33
                %
                $
                0.50
                
                
                March
                    1, 2012
                
                $
                0.00Michael
                    Tan, Consultant
                
                
                250,000
                
                
                4.17
                %
                $
                0.50
                
                
                March
                    1, 2012
                
                $
                0.00Dr.
                    Dicken S.C. Ko,
                  Consultant
                
                
                500,000
                
                
                8.33
                %
                $
                0.50
                
                
                March
                    1, 2012
                
                $
                0.00Devlin
                    Jensen,
                  Consultant
                
                
                250,000
                
                
                4.17
                %
                $
                0.50
                
                
                March
                    1, 2012
                
                $
                0.00Dwun-Hou
                    Chen, Consultant
                
                
                500,000
                
                
                8.33
                %
                $
                0.50
                
                
                March
                    1, 2012
                
                $
                0.00
  ***Item
          11*** **.
          Security Ownership Of Certain Beneficial Owners And Management And Related
          Stockholder Matters**
  The
          following table sets forth information as of the date of this Annual Report,
          with respect to the Company’s directors, named executive officers, and each
          person who is known by the Company to own beneficially, more than five
          percent
          (5%) of the Company’s common stock, and with respect to shares owned
          beneficially by all of the Company’s directors and executive officers as a
          group. Common Stock not outstanding but deemed beneficially owned by virtue
          of
          the right of an individual to acquire shares within 60 days is treated
          as
          outstanding only when determining the amount and percentage of Common Stock
          owned by such individual. Except as noted, each person or entity has sole
          voting
          and sole investment power with respect to the shares shown.
  26
  As
          of the
          date of this Annual Report, there are 115,100,000 (post forward stock split)
          shares of common stock issued and outstanding.
  **Name
                    and Address of Beneficial Owner**
                
                **Position**
                
                **Amount
                    and Nature of Beneficial Ownership ***
                
                **Percent
                    of**
                  **Common
                    Stock (1)**Ban-Jun
                    Yang
                  No.
                    99, Jalan Lunas Kulim, Kedah, Malaysia
                
                
                President,
                  Chief
                    Executive Officer, and Director
                
                
                30,375,000
                    (2
                )
                
                26.3
                %Robert
                    Ip
                  Room
                    A, 5thFloor, Wing Sing Commercial Centre, 12 Wing Lok Street, Sheung
                    Wan, Hong
                    Kong
                
                
                Director
                
                
                10,075,000
                    (3
                )
                
                8.75
                %Chris
                    Metcalf
                  1933
                    Robindale Road
                  Richmond,
                    VA
                  23235
                
                
                Director
                
                
                75,000
                    (4
                )
                
                (*
                )Dr.
                    Kim Kiat Ong
                  2,
                    Jalan Seruling, Singapore 576855
                
                
                Director
                
                
                75,000
                    (5
                )
                
                (*
                )Ka
                    Yu
                  Room
                    402, Bldg. C, 555 Hai-Lun Road
                  Shanghai,
                    China 200080
                
                
                Secretary,
                    Treasurer and Director
                
                
                7,075,000
                    (6
                )
                
                6.14
                %Asher
                    Zwebner
                  20A
                    Rehov Sharei Torah, Jerusalem, Israel 96387
                
                
                Chief
                    Financial Officer
                
                
                100,000
                
                
                (*
                )Directors
                    and Officers as a group (6 persons)
                
                
                
                
                
                47,775,000
                    (7
                )
                
                41.27
                %
  27
  Note:(*)
                indicates
                    less than 1%(1)
                Beneficial
                    ownership of common stock has been determined for this purpose
                    in
                    accordance with Rule 13d-3 under the Exchange Act, under which
                    a person is
                    deemed to be the beneficial owner of securities if such person
                    has or
                    shares voting power or investment power with respect to such
                    securities,
                    has the right to acquire beneficial ownership within 60 days
                    or acquires
                    such securities with the purpose or effect of changing or influencing
                    the
                    control of the Company.(2)
                This
                    figure includes 30,000,000 shares directly owned by Mr. Ban-Jun
                    Yang,
                    125,000 stock options which have already vested and 250,000 stock
                    options
                    which will vest within 60 days of the date of March 28,
                    2007.(3)
                This
                    figure includes 10,000,000 shares indirectly owned by Mr. Robert
                    Ip
                    through Wheelock Technology Limited, which Mr. Ip has sole voting
                    power
                    and sole dispositive power over the shares held by Wheelock Technology
                    Limited, 25,000 stock options which have already vested and 50,000
                    stock
                    options which will vest within 60 days of the date of March 28,
                    2007.(4)
                This
                    figure includes 25,000 stock options which have already vested
                    and 50,000
                    stock options which will vest within 60 days of the date of March
                    28,
                    2007.(5)
                This
                    figure includes 25,000 stock options which have already vested
                    and 50,000
                    stock options which will vest within 60 days of the date of March
                    28,
                    2007.(6)
                This
                      figure includes 4,000,000 shares directly owned by Mr. Ka Yu,
                      25,000 stock
                      options which have already vested, 50,000 stock options which
                      will vest
                      within 60 days of the date of March 28, 2007 and 3,000,000
                      shares owned by
                      Mr. Ka Yu’s wife, Ms. Hui Wang, which are deemed to be indirectly
                      beneficially owned by Mr. Yu.(7)
                This
                    figure includes 47,100,000 shares owned directly and indirectly
                    by
                    directors and officers as well as 225,000 stock options with
                    have already
                    vested and 450,000 stock options which will vest within 60 days
                    of the
                    date of March 28, 2007.
  **Securities
          Authorized for Issuance Under Equity Compensation Plans**
  On
          November 3, 2006, our Board of Directors unanimously approved and adopted
          a
          stock option and incentive plan (the “Stock Option Plan”). The purpose of the
          Stock Option Plan is to advance our interests and our shareholders’ interests by
          affording our key personnel an opportunity for investment in the Company
          and the
          incentive advantages inherent in stock ownership in the Company. Pursuant
          to the
          provisions of the Stock Option Plan, stock options, stock awards, cash
          awards or
          other incentives (the “Stock Options and Incentives”) will be granted only to
          our key personnel, generally defined as a person designated by the Board
          of
          Directors upon whose judgment, initiative and efforts we may rely including
          any
          director, officer, employee, consultant or advisor of the Company.
  The
          Stock
          Option Plan is to be administered by our Board of Directors, which shall
          determine (i) the persons to be granted Stock Options and Incentives; (ii)
          the
          Fair Market Value of our shares; (iii) the exercise price per share of
          options
          to be granted; (iv) the number of shares to be represented by each option
          or
          incentive award; (v) the time or times at which options and incentive awards
          shall be granted; (vi) the interpretation of the Stock Option Plan; (vii)
          whether to prescribe, amend and rescind rules and regulations relating
          to the
          Stock Option Plan; (viii) the term and provisions or each option and incentive
          award granted (which need not be identical) and, with the consent of the
          grantee
          thereof, modify or amend such option or incentive award; (ix) whether to
          accelerate or defer (with the consent of the grantee) of the exercise date
          of
          any option or incentive award; (x) the person to execute on our behalf
          any
          instrument required to effectuate the grant of an option or incentive award
          previously granted by the Board; (xi) whether to accept or reject the election
          made by a grantee pursuant to Section 7.5 of the Stock Option Plan; and
          (xii)
          all other determinations deemed necessary or advisable for the administration
          of
          the Stock Option Plan. The Stock Option Plan provides authorization to
          the Board
          of Directors to grant Stock Options and Incentives to a total number of
          shares
          of our common stock, not to exceed ten million (10,000,000) (after the
          forward
          stock split adjustment of 40 new shares for each one share effective March
          2,
          2007) shares of our common stock as at the date of adoption by the Board
          of
          Directors of the Stock Option Plan.
  28
  In
          the
          event an optionee who is a director, officer, employee (employee also
          encompasses consultants and advisors where such is appropriate or where
          such is
          intended by the Board or by a particular grant under the Stock Option Plan)
          (each an "Employee") of the Company has his employment terminated by us,
          except
          if such termination is voluntary or occurs due to retirement with the consent
          of
          the Board or due to death or disability, then the option, to the extent
          not
          exercised, shall terminate on the date on which the Employee's employment
          by the
          Company is terminated. If an Employee's termination is voluntary or occurs
          due
          to retirement with the consent of the Board, then the Employee may after
          the
          date such Employee ceases to be an employee of the Company, exercise his
          option
          at any time within three (3) months after the date he ceases to be an Employee
          of the Company, but only to the extent that he was entitled to exercise
          it on
          the date of such termination. To the extent that the Employee was not entitled
          to exercise the Option at the date of such termination, or if he does not
          exercise such option (which he was entitled to exercise) within the time
          specified herein, the option shall terminate. In no event may the period
          of
          exercise in the case of incentive options extend more than three (3) months
          beyond termination of employment.
  In
          the
          event an Employee is unable to continue his employment with us as a result
          of
          his permanent and total disability (as defined in Section 22(e)(3) of the
          Internal Revenue Code), he may exercise his option at any time within six
          (6)
          months from the date of termination, but only to the extent he was entitled
          to
          exercise it at the date of such termination. To the extent that he was
          not
          entitled to exercise the option at the date of termination, or if he does
          not
          exercise such option (which he was entitled to exercise) within the time
          specified herein, the option shall terminate. In no event may the period
          of
          exercise in the case of an incentive option extend more than six (6) months
          beyond the date the Employee is unable to continue employment due to such
          disability.
  In
          the
          event an optionee dies during the term of the option and is at the time
          of his
          death an Employee who shall have been in continuous status as an Employee
          since
          the date of grant of the option, the option may be exercised at any time
          within
          six (6) months following the date of death by the optionee's estate or
          by a
          person who acquired the right to exercise the option by bequest or inheritance,
          but only to the extent that an optionee was entitled to exercise the option
          on
          the date of death, or if the optionee's estate, or person who acquired
          the right
          to exercise the option by bequest or inheritance, does not exercise such
          option
          (which he was entitled to exercise) within the time specified herein, the
          option
          shall terminate. In no event may the period of exercise in the case of
          an
          incentive option extend more than six (6) months beyond the date of the
          Employee's death.
  Except
          to
          the extent otherwise expressly provided in an award, the right to acquire
          shares
          or other assets under the Stock Option Plan may not be assigned, encumbered
          or
          otherwise transferred by an optionee and any attempt by an optionee to
          do so
          will be null and void. However Stock Options and Incentives granted under
          this
          Stock Option Plan may be transferred by an optionee by will or the laws
          of
          descent and distribution or pursuant to a qualified domestic relations
          order as
          defined by the Internal Revenue Code or Title I of the Employee Retirement
          Income Security Act, as amended, or the rules thereunder. Unless assigned
          in
          accordance with the terms of an award, options and other awards granted
          under
          this Stock Option Plan may not be exercised during an optionee's lifetime
          except
          by the optionee or, in the event of the optionee's legal incapacity, by
          his
          guardian or legal representative acting in a fiduciary capacity on behalf
          of the
          optionee under state law and court supervision.
  29
  ***Item
          12. Certain Relationships And Related Transactions***
  On
          December 14, 2004, we acquired the rights to United States Patent No. 5,074,073
          from Asher Zwebner, the patent owner. The Patent was granted to Asher Zwebner
          by
          the United States Patent and Trademark Office on December 24, 1991, and
          is
          scheduled to expire on December 24, 2008. As consideration for such assignment,
          we have agreed to pay Mr. Zwebner 10% of all royalties we receive from
          the sale
          and marketing of products based on this patent.
  From
          our
          inception through the period ended December 31, 2006, Mr. Zwebner has loaned
          the
          Company $15,064.50 and Mr. Krasney has loaned the Company $15,064.50, however,
          these loans amounting to $30,129 were cancelled pursuant to the transactions
          to
          purchase their shares of common stock. The Company has classified the
          cancellation of the loans as additional paid-in capital in the accompanying
          balance sheet as of December 31, 2006.
  Effective
          January 1, 2007, the Company entered into a one-year consulting services
          agreement with Mr. Asher Zwebner whereby Mr. Zwebner is to serve as the
          CFO of
          the Company. The agreement shall automatically renew for subsequent one-year
          periods unless notice not to renew is given by either party at least 60
          calendar
          days prior to the end of the term. Terms of the agreement call for the
          issuance
          of 100,000 (post forward stock split) restricted shares of common stock
          of the
          Company as annual compensation for services as CFO, within ten days after
          the
          execution of the agreement by the parties, effective January 1,
          2007.
  ***Item
          13. Exhibits***
  **Exhibit
                    No.**
                **Description
                    of Exhibit**3.1*
                Memorandum
                    of Association for Wanxin Bio-Technology Limited3.2*
                Articles
                    of Association for Wanxin Bio-Technology Limited3.3*
                Memorandum
                    of Association for Manhing Enterprises Limited3.4*
                Articles
                    of Association for Manhing Enterprises Limited3.5(1)
                Certificate
                    of Incorporation of CDoor Corp.3.6
                Certificate
                    of Amendment to the Certificate of Incorporation of CDoor
                    Corp.5.1*
                Legal
                    opinion with respect to the ownership of Manhing Enterprises
                    Limited5.2*
                Legal
                    opinion with respect to the ownership of Shanghai Wanxing
                    Bio-pharmaceuticals Co., Ltd.10.1*
                Extension
                    Agreement between CDoor Corp., Wanxing Bio-Technology Limited
                    and all the
                    Shareholders of Wanxin Bio-Technology Limited, dated effective
                    January 4,
                    2007.
  30
  **Exhibit
                    No.**
                **Description
                    of Exhibit**10.2*
                Share
                    Purchase Agreement between CDoor Corp., Wanxin Bio-Technology
                    Limited and
                    all the shareholders of Wanxin Bio-Technology Limited, dated
                    December 21,
                    2006.10.3*
                Contract
                    for cooperation development of
                    rh-Interferonα-2a project between Shanghai Wanxing and Fudan University,
                    dated September 26, 1997.10.4*
                Contract
                    for cooperation development of rh-Interferonα-2b project between Shanghai
                    Wanxing and Fudan University, dated June 8, 1998.10.5*
                Technology
                    of Leflunomide Transfer Contract between Shanghai Wanxing and
                    China People
                    2ndArmy Hospital University, dated March 11, 2002.10.6*
                Collaboration
                    and License Agreement between Shanghai Wanxing and Second Military
                    Medical
                    University, PLA, dated March 22, 2001.10.7*
                Memorandum
                    of Understanding between Shanghai Wanxing and the World Health
                    Organization, dated February 12, 2003.10.8*
                Collaborative
                    Research, Development and Supply Agreement between Shanghai Wanxing
                    and
                    the Program for Appropriate Technology in Health, dated December
                    22,
                    2005.10.9*
                Multi-Party
                    Agreement between Shanghai Wanxing, Second Military Medical University
                    and
                    the Program for Appropriate Technology in Health, dated December
                    22,
                    2005.10.10*
                Authorization
                    Letter issued by Second Military Medical University to Shanghai
                    Wanxing,
                    dated January 20, 2006.10.11*
                Fixed
                    Asset Loan Contract between Shanghai Wanxing and China Industrial
                    and
                    Commercial Bank Pudong Shangchuan Branch, dated May 23,
                    2000.10.12*
                Suretyship
                    Contract between Shangahi Wanxing and Shanghai JinYuan Real Estate
                    Development Co., Ltd., dated May 14, 2001.10.13*
                Maximum
                    Value Mortgage Contract between Shanghai Wanxing and China Construction
                    Bank Shanghai Branch, dated October 17, 2002.10.14*
                Current
                    Capital Loan Contract (6) between Shanghai Wanxing and China
                    Industrial
                    Commercial Bank Pudong Branch, dated April 23, 2003.10.15*
                Loan
                    Contract #9 between Shanghai Wanxing and Agricultural Bank of
                    China, dated
                    May 16, 2003.10.16*
                Current
                    Capital Loan Contract (5) between Shanghai Wanxing and China
                    Industrial
                    and Commercial Bank Pudong Branch, dated September 13,
                    2003.10.17*
                Current
                    Capital Loan Contract (4) between Shanghai Wanxing and China
                    Industrial
                    and Commercial Bank Pudong Branch, dated January 9,
                    2004.10.18*
                Current
                    Capital Loan Contract (3) between Shanghai Wanxing and China
                    Industrial
                    and Commercial Bank Pudong Branch, dated January 12,
                    2004.
  31
   **Exhibit
                  No.**
                **Description
                    of Exhibit**10.19*
                Current
                    Capital Loan Contract (2) between Shanghai Wanxing and China
                    Industrial
                    and Commercial Bank Pudong Branch, dated January 14,
                    2004.10.20*
                Loan
                    Contract between Shanghai Wanxing and Shenzhen Development Bank
                    Co., Ltd.,
                    dated August 5, 2004.10.21*
                Short-Term
                    Loan Contract between Shanghai Wanxing and Industrial Bank Shanghai
                    Branch, dated December 20, 2004.10.22*
                Short-Term
                    Loan Contract (8) between Shanghai Wanxing and Industrial Bank
                    Shanghai
                    Branch, dated December 20, 2004.10.23*
                Deed
                    of Indemnity provided by Mr. Ban-Jun Yang to Shanghai Wanxing,
                    dated
                    December 2006.10.24*
                Settlement
                    Agreement between Shanghai Wanxing and the Agriculture Bank of
                    China,
                    Shanghai Wujiaochang Branch, dated September 15, 2006.10.25*
                Settlement
                    Agreement between Shanghai Wanxing and the Industrial and Commercial
                    Bank
                    Pudong Branch, dated October 25, 2006.10.26*
                Settlement
                    Agreement between Shanghai Wanxing and the Shenzhen Development
                    Bank
                    Shanghai Lujiazui Branch, dated October 25, 2006.10.27*
                Settlement
                    Agreement between Shanghai Wanxing and Chian Construction Bank
                    Shanghai
                    Yangpu Branch, dated October 24, 2006.31.1
                Certificate
                    pursuant to Rule 13a-14(a)31.2
                Certificate
                    pursuant to Rule 13a-14(a)32.1
                Certificate
                    pursuant to 18 U.S.C. Section 135032.2
                Certificate
                    pursuant to 18 U.S.C. Section 135099.1*
                Patent
                    Certificate for aFGF issued by State Intellectual Property Office
                    of the
                    P.R. China, dated September 22, 2004.99.2*
                Patent
                    Certificate for Ethelphazine issued by State Intellectual Property
                    Office
                    of the P.R. China, dated November 11, 2004.99.3*
                Patent
                    Certificate for IFN issued by State Intellectual Property Office
                    of the
                    P.R. China, dated October 20, 2004.99.4*
                Notice
                    of publication and essential examination of invention patent
                    for rBAT
                    issued by State Intellectual Property Office of the P.R. China,
                    dated
                    October 29, 2004.99.5*
                Accepting
                    Notice for the Patent Application for rh-HRF issued by State
                    Intellectual
                    Property Office of the P.R. China, dated October 22,
                    2004.99.6*
                Accepting
                    Notice for the Patent Application for rhK1issued by State Intellectual Property Office of the P.R. China,
                    dated June
                    19, 2006.99.7*
                Accepting
                    Notice for the Patent Application for rhSCF issued by State Intellectual
                    Property Office of the P.R. China, dated February 4,
                    2005.99.8*
                Patent
                    Certificate for Plasmodium Fusion Antigen issued by the United
                    States
                    Patent Office, dated September 5, 2006.99.9
                Corporate
                    Consulting Services Agreement between Sinobiomed Inc. and Asher
                    Zwebner,
                    dated effective January 1, 2007.99.10
                Consulting
                    Agreement between Sinobiomed Inc. and Michael Tan, dated effective
                    March
                    1, 2007.(*)Previously
                    filed on Form 8-K/A-1 with the SEC via EDGAR on January 16, 2007
                    and
                    incorporated herein by reference.(1)Previously
                    filed on Form SB-2 with the SEC via EDGAR on September 19, 2005
                    and
                    incorporated herein by reference
  32
  ***Item
          14. Principal Accountant Fees And Services***
  **Audit
          Fees**
  The
          aggregate fees billed for the last two fiscal years for professional services
          rendered by the principal accountant for the audit of the Company’s annual
          financial statements and review of financial statements included in the
          Company’s Form 10-QSBs or services that are normally provided by the accountant
          in connection with statutory and regulatory engagements for those fiscal
          years
          was:
  2006
          -
          $16,000 - Davis Accounting Group, P.C.
 2005
          -
          $10,000 - Davis Accounting Group, P.C.
  **Audit
          - Related Fees**
  The
          aggregate fees billed in each of the last two fiscal years for assurance
          and
          related services by the principal accountants that are reasonably related
          to the
          performance of the audit or review of the Company’s financial statements and are
          not reported in the preceding paragraph:
  2006
          -
          Nil - Davis Accounting Group, P.C.
 2005
          -
          Nil - Davis Accounting Group, P.C.
  **Tax
          Fees**
  The
          aggregate fees billed in each of the last two fiscal years for professional
          services rendered by the principal accountant for tax compliance, tax advice,
          and tax planning was:
  2006
          -
          Nil - Davis Accounting Group, P.C.
 2005
          -
          Nil - Davis Accounting Group, P.C.
  **All
          Other Fees**
  The
          aggregate fees billed in each of the last two fiscal years for the products
          and
          services provided by the principal accountant, other than the services
          reported
          in paragraphs (1), (2), and (3) was:
  2006
          -
          Nil - Davis Accounting Group, P.C.
 2005
          -
          Nil - Davis Accounting Group, P.C.
  33
  **SIGNATURES**
   Pursuant
            to the requirements of Section 13 or 15(d) of the *Securities
            Exchange Act of 1934* ,
            the
            Registrant has duly caused this report to be signed on its behalf by
            the
            undersigned, thereunto duly authorized on this 16 th day of
            April, 2007.
  **SINOBIOMED
                    INC.**
                  (Registrant)By:
                    /s/ Ban-Jun
                    YangBan-Jun
                    YangPresident
                    and Chief Executive Officer
  Pursuant
          to the requirements of the Securities Exchange Act of 1934, this report
          has been
          signed below by the following persons on behalf of the registrant and in
          the
          capacities and on the dates indicated:
  **Signature**
                
                **Title**
                
                **Date**/s/
                    Ban-Jun YangBan-Jun
                    Yang
                
                President,
                    CEO and Director
                
                April
                      16, 2007/s/
                    Ka YuKa
                    Yu
                
                Secretary,
                    Treasurer and Director
                
                April
                      16, 2007/s/
                    Asher ZwebnerAsher
                    Zwebner
                
                Chief
                    Financial Officer
                
                April
                      16, 2007
  34
  **Exhibit
          Index**
  **Exhibit
                    #**
                
                **Page#**3.6
                Certificate
                    of Amendment to the Certificate of Incorporation of CDoor
                    Corp.
                3631.1
                Certificate
                    pursuant to Rule 13a-14(a).
                3731.2
                Certificate
                    pursuant to Rule 13a-14(a).
                3832.1
                Certificate
                    pursuant to 18 U.S.C. Section 1350.
                3932.2
                Certificate
                    pursuant to 18 U.S.C. Section 1350.
                4099.9
                Corporate
                    Consulting Services Agreement between the Sinobiomed Inc. and
                    Asher
                    Zwebner, dated effective January 1, 2007.
                4199.10
                Consulting
                    Agreement between Sinobiomed Inc. and Michael Tan, dated effective
                    March
                    1, 2007.
                58
 
 35