| Item 2.01 | Entry into a Material Definitive Agreement |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
| Item 3.02 | Unregistered Sales of Equity Securities |
As previously reported by Synthetic Blood International, Inc., in its annual report on Form 10-K for the fiscal year ended April 30, 2006, Prior to April 30, 2006, Synthetic Blood received cash of $163,750 and in May and June 2006, Synthetic Blood received an additional $118,200 in cash on the sale since March 2006 of unsecured one-year promissory notes in the principal amount of $309,835. The notes were issued with a 9% original issue discount totaling $27,885 and pay interest at 9% per year. With the notes Synthetic Blood issued to the purchasers of the notes warrants to purchase 9,295,055 shares of common stock exercisable over a term of five years at an exercise rice of $0.245 per share. From August 21-30, 2006, Synthetic Blood received an additional $182,576 from an investor for the purchase of an unsecured promissory note in the principal amount of $200,000 and warrants to purchase 6,000,000 shares of common stock. The terms of the note and warrants issued in August 2006, are identical to the terms of the notes and warrants issued previously and described above. Placement of the notes and warrants since the beginning of 2006 was made with the assistance of two overseas consultants, Aurelio Landholt and Andreas Carmenzind. In consideration for their services, Synthetic Blood issued to Mr. Landholt a warrant to purchase 567,124 shares exercisable for a term of two years at an exercise price of $0.245 per share and a warrant to purchase 1,932,876 shares exercisable for a term of five years at an exercise price of $0.245 per share, and issued to Mr. Camenzind a warrant to purchase 249,286 shares exercisable for a term of two years at an exercise price of $0.245 per share and a warrant to purchase 2,250,714 shares exercisable for a term of five years at an exercise price of $0.245 per share.
The securities were offered and sold in reliance on the safe harbor provided for in Regulation S adopted under the Securities Act of 1933 for sales of securities without registration in offshore transactions.
| Item 9 | Financial Statements and Exhibits |
Exhibits
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.
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| SEC Ref. No. | Description of Document |
| 10.1 | Form of 9% Unsecured Promissory Note issued to investors |
| 10.2 | Form of Common Stock Purchase Warrant issued to investors |
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