*The remainder of this cover page shall be filled out for areporting person’s initial filing on this form with respect to the subject classof securities, and for any subsequent amendment containing information whichwould alter disclosures provided in a prior cover page.
The Information required on the remainder of this cover pageshall not be deemed to be “filed” for the purpose of Section 18 of theSecurities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilitiesof that section of the Act but shall be subject to all other provisions of theAct (however, see the Notes).
1. | NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) Dennis Thai Leong Kam | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] | ||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS PF | ||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Malaysian | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 46,964,463 shares of Common Stock(1) | |
8. | SHARED VOTING POWER 0 | ||
9. | SOLE DISPOSITIVE POWER 46,964,463 shares of Common Stock(1) | ||
10. | SHARED DISPOSITIVE POWER 0 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,964,463 shares of Common Stock(1) | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.69%(2) | ||
14. | TYPE OF REPORTING PERSON IN | ||
(1) Consists of 1,000,000 shares of the Issuer’s CommonStock held directly by the Reporting Person, 13,999,999 shares and 31,964,464shares of the Issuer’s Common Stock held by Accelera Ventures Limited andAccelera Evolution Limited, respectively, both of which are beneficially ownedand controlled, for purposes of Rule 13d-3, by the Reporting Person, in hiscapacity as a Director of each entity.
(2) A total of 226,971,586 shares of the Issuer’sCommon Stock are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1),as of July 5, 2011. For each beneficial owner above, any options exercisablewithin 60 days have been included in the denominator. Beneficial ownership forpurposes of this Statement have been computed in accordance with Rule13d-3(d)(1) promulgated under the Act.
Page 2 of 8 Pages
1. | NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) Accelera Ventures Limited | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] | ||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS WC | ||
5. For your search query Siti Badriah Suamiku Kawin Lagi MP3 we have found 1000000 songs matching your query but showing only top 10 results.  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 13,999,999 shares of Common Stock(1) | |
8. | SHARED VOTING POWER 0 | ||
9. | SOLE DISPOSITIVE POWER 13,999,999 shares of Common Stock(1) | ||
10. | SHARED DISPOSITIVE POWER 0 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,999,999 shares of Common Stock(1) | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.17%(2) | ||
14. | TYPE OF REPORTING PERSON OO | ||
(1) Accelera Ventures Limited is beneficially owned andcontrolled, for purposes of Rule 13d-3, by Dennis Thai Leong Kam, its Director.
(2) A total of 226,971,586 shares of the Issuer’sCommon Stock are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1),as of July 5, 2011. Beneficial ownership for purposes of this Statement havebeen computed in accordance with Rule 13d-3(d)(1) promulgated under the Act. Anyoptions exercisable within 60 days have been included in the denominator.
Page 3 of 8 Pages
1. | NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) Accelera Evolution Limited | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] | ||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS WC | ||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 31,964,464 shares of Common Stock(1) | |
8. | SHARED VOTING POWER 0 | ||
9. | SOLE DISPOSITIVE POWER 31,964,464 shares of Common Stock(1) | ||
10. | SHARED DISPOSITIVE POWER 0 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,964,464 shares of Common Stock(2) | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.08%(2) | ||
14. | TYPE OF REPORTING PERSON OO | ||
(1) Accelera Evolution Limited is beneficially ownedand controlled, for purposes of Rule 13d-3, by Dennis Thai Leong Kam, itsDirector.
(2) A total of 226,971,586 shares of the Issuer’sCommon Stock are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1),as of July 5, 2011. Beneficial ownership for purposes of this Statement havebeen computed in accordance with Rule 13d-3(d)(1) promulgated under the Act. Anyoptions exercisable within 60 days have been included in the denominator. .
Page 4 of 8 Pages
This Amendment No.1 (“Amendment”) amends and supplements thestatement on Schedule 13D (the “Schedule 13D”) initially filed with theSecurities and Exchange Commission on November 3, 2010. The Schedule 13D remainsin effect except to the extent that it is amended, restated or superseded byinformation contained in this Amendment No. 1. Capitalized terms used and notdefined in this Amendment No.1 have the meanings set forth in the Schedule 13D.
Item 1. Security and Issuer.
The class of equity securities to which this statement relatesis common stock, $0.0001 par value per share (the 'Common Stock') of SinobiomedInc., a corporation organized under the laws of the State of Delaware (the'Issuer'). The Issuer's principal executive office is Room 4304, 43/F ChinaResources Building, 26 Harbour Road, Wan Chai, Hong Kong HKSAR.
Item 2. Identity and Background.
This statement is being filed on behalf of each of thefollowing persons (each, a “Reporting Person” and, collectively, the “ReportingPersons”):
(i) Kam, Dennis Thai Leong;
(ii) Accelera Ventures Limited;and
(iii)Accelera Evolution Limited
MR. DENNIS THAI LEONG KAM is a director of Accelera VenturesLimited and Accelera Evolution Limited (collectively with Accelera VenturesLimited, the “Accelera Entities”). Mr. Kam is a citizen of Malaysia, with hisprincipal residence located in Singapore. Mr. Kam is the President at AcceleraManagement (Singapore) Pte. Ltd., an Exempt Fund Manager in Singapore, locatedat 96 Robinson Road, #17-02 SIF Building, Singapore 068899.
ACCELERA VENTURES LIMITED is a limited company registered in the British VirginIslands. Its principal business offices is located at East Asia Chambers, P.O.Box 901, Road Town, Tortola, British Virgin Islands. Mr. Kam is a director ofAccelera Ventures Limited.
ACCELERA EVOLUTION LIMITED (collectively with Accelera Ventures Limited, the“Accelera Entities”) is a limited company registered in the Cayman Islands. Itsprincipal business office is located at PO Box 309GT, Ugland House, South ChurchStreet, George Town, Grand Cayman, Cayman Islands. Mr. Kam is also a director ofAccelera Evolution Limited.
During the last five years, none of the foregoing Reporting Persons has been (A)convicted in a criminal proceeding (excluding traffic violations or similarmisdemeanors) or (B) a party to a civil proceeding of a judicial oradministrative body of competent jurisdiction and as a result of such proceedingwas or is subject to a judgment, decree or final order enjoining futureviolations of, or prohibiting or mandating activities subject to, federal orstate securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Prior to November 30, 2010, the Reporting Person was deemed tobeneficially hold an aggregate of 48,766,666 shares of the Company’s commonstock. Such shares consisted of 1,000,000 shares held directly by the ReportingPerson, 3,333,333 shares held by Accelera Ventures Limited and 44,433,333 sharesheld by Accelera Evolution Limited, both of which are beneficially owned andcontrolled by the Reporting Person in his capacity as a Director of each entity.
Page 5 of 8 Pages
Between November 30, 2010 and February 4, 2011, AcceleraEvolution disposed of an aggregate of 12,468,870 shares in a privatetransaction. On March 18, 2011, Accelera Ventures received an additional10,666,666 shares of the Issuer’s common stock, for an aggregate price of$53,333.33, issued upon the conversion, at conversion rate of $0.005 per share,of accrued interest owed to Accelera Ventures on an 8% note payable in theprincipal amount of $250,000. The shares were issued pursuant to a subscriptionagreement, dated February 4, 2011.
After the consummation of the foregoing transactions, the Reporting Personsbeneficially owned an aggregate of 46,964,463 shares of the Issuer’s CommonStock, representing 20.69% of its issued and outstanding shares.
Mr. Kam is a director of the Accelera Entities and may be deemed to be thebeneficial owner of the shares of the Issuer’s common stock held by them. Mr.Kam expressly disclaims beneficial ownership of these shares except to theextent of his pecuniary interest therein.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Issuer’s Common Stockpursuant to the transactions described in Item 3 above.
Except as set forth in this Statement, the Reporting Persons have made noproposals, and entered into no agreements, which would be related to or wouldresult in any of the events or matters described in part (a) through (j) of Item4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) For purposes of Rule 13d-3 promulgated under the ExchangeAct, Mr. Kam beneficially owns and controls, in aggregate, 46,964,463 shares ofthe Issuer’s Common Stock, including 1,000,000 shares of the Issuer’s CommonStock held directly by Mr. Kam and 45,964,463 shares of the Issuer’s CommonStock held by the Accelera Entities. The shares held by the Reporting Personsrepresent 20.69% of the outstanding Common Stock of the Issuer in the aggregate(based on 226,971,586 Common Stock outstanding as of July 5, 2011). Mr. Kam ownsand controls the shares held by the Accelera Entities in his capacity as theirDirector. Mr. Kam expressly disclaims beneficial ownership of these sharesexcept to the extent of his pecuniary interest therein.
(b) Mr. Kam has sole voting and dispositive power over the 46,964,463 shares ofCommon Stock of the Issuer held by himself and the Accelera Entities.
(c) Other than the transactions described Item 3 above, the Reporting Personshave not been involved in any transactions involving the securities of theIssuer in the last 60 days.
(d) No other persons are known that have the right to receive or the power todirect the receipt of dividends from, or the proceeds of sale of, suchsecurities.
(e) Not applicable.
Page 6 of 8 Pages
Item 6. Contracts, Arrangements, Understandings orRelationships With Respect to Securities of the Issuer.
Except as otherwise indicated above, there are no contracts,arrangements, understandings or relationships (legal or otherwise) between theReporting Persons or between any Reporting Person and any other person withrespect to any securities of the Issuer, including but not limited to, transferor voting of any of the securities, finder’s fees, joint ventures, loan oroption arrangements, puts or calls, guarantees of profits, division of profitsor loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits. Exhibit 1 JointFiling Agreement.
| Exhibit 1 | Joint Filing Agreement. |
| Exhibit 2 | Non-U.S. and Non-Canadian Private Placement Subscription Agreement, dated February 24, 2011, between the Issuer and Accelera Ventures. |
Page 7 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge andbelief, I certify that the information set forth in this statement is true,complete and correct.
Dated: July 18, 2011
By: /s/ Kam, Dennis Thai Leong
Name: Kam, Dennis Thai Leong
ACCELERA VENTURES LIMITED
By: /s/Kam, Dennis Thai Leong
Name: Kam, Dennis Thai Leong
Title: Director
ACCELERA EVOLUTION LIMITED
By: /s/Kam, Dennis Thai Leong
Name: Kam, Dennis Thai Leong
Title: Director
Page 8 of 8 Pages
