10-Q 1 sangui10qmar2013_finalvedgar.htm Converted by EDGARwiz



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended: March 31, 2013

     

Commission file number: 0-21271


SANGUI BIOTECH INTERNATIONAL, INC.

 (Exact name of Registrant as specified in Its Charter)

 

Colorado

84-1330732

(State or Other Jurisdiction of Incorporation or Organization) 

 (I.R.S. Employer Identification No.)

              

Alfred-Herrhausen-Str. 44, 58455 Witten, Germany

 (Address of Principal Executive Offices)

 

011-49-2302-915-204

 (Registrant's Telephone Number, including area code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 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 has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                                                                                   Yes [X]          No [  ] 


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.   See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 Large Accelerated Filer [  ]

 Accelerated Filer [  ]

  

  

 Non-Accelerated Filer [  ]

 Smaller Reporting Company  [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]

 

As of May 13, 2013, there were 132,116,857 shares of the issuer's Common Stock, no par value, issued and outstanding.






SANGUI BIOTECH INTERNATIONAL, INC.

 

Quarterly Report on Form 10-Q

 

For the Quarterly Period Ended March 31, 2013

 

 

INDEX

 


PART I – FINANCIAL INFORMATION

 

  

Item 1

Condensed Consolidated Financial Statements......................................................................................

1

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations ................

11

Item 3.

Quantitative and Qualitative Disclosure About Market Risk ................................................................

14

Item 4.

Controls and Procedures ........................................................................................................................

14

 


PART II – OTHER INFORMATION

 

  

Item 1.

Legal Proceedings .................................................................................................................................

16

Item 1A.

Risk Factors ...........................................................................................................................................

16

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds ..............................................................

16

Item 3.

Defaults Upon Senior Securities ...........................................................................................................

16

Item 5.

Other Information ..................................................................................................................................

17

Item 6.

Exhibits..................................................................................................................................................

17

 



ii




PART I - FINANCIAL INFORMATION

 

Item 1 - Consolidated Financial Statements

 

    The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnotes necessary for a complete presentation of our financial position, results of operations, cash flows, and stockholders' deficit in conformity with generally accepted accounting principles in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

 

Our unaudited condensed consolidated balance sheet as of March 31, 2013 and the audited balance sheet as of June 30, 2012, our unaudited condensed consolidated statements of operations for the three month and nine month periods ended March 31, 2013, and 2012, and our unaudited condensed consolidated statements of cash flows for the nine month period ended March 31, 2013, and 2012 are attached hereto and incorporated herein by this reference.





1






SANGUI BIOTECH INTERNATIONAL, INC.

Condensed Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

June 30,

 

 

 

 

2013

 

2012

CURRENT ASSETS

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

$

           77,722

 

$

          238,639

 

Prepaid expenses and other assets

 

           43,420

 

 

           15,621

 

Tax refunds receivable

 

           12,911

 

 

           19,487

 

Related party receivables

 

       1,128,154

 

 

          160,509

 

Note receivable, related party

 

           54,585

 

 

           63,347

 

Notes receivable

 

 

          320,800

 

 

          628,852

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

       1,637,592

 

 

       1,126,455

 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, Net

 

                692

 

 

             1,270

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 $

       1,638,284

   

 $

       1,127,725

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

           98,508

 

$

          135,445

 

Related party payables

 

           94,046

 

 

           14,041

 

Note payable - related party

 

           18,865

 

 

           18,865

 

 

 

 

 

 

 

 

 

 

 

TOTAL CURRENT LIABILITIES

 

211,419

 

 

168,351

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, no par value; 10,000,000 shares

 

 

 

 

 

 

  authorized, -0- shares issued and outstanding

 

                    -

 

 

                    -

 

Common stock, no par value; 250,000,000 shares authorized,

 

 

 

 

 

 

  131,346,857 and 125,605,957 shares outstanding, respectively

 

30,214,848

 

 

28,589,773

 

Additional paid-in capital

 

4,621,430

 

 

4,621,430

 

Treasury stock

 

 

(339,387)

 

 

          (19,387)

 

Accumulated other comprehensive loss

 

         (112,731)

 

 

 (102,053)

 

Accumulated deficit

 

(32,712,938)

 

 

(31,931,685)

 

Noncontrolling interest

 

         (244,357)

 

 

 (198,704)

 

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity

 

1,426,865

 

 

959,374

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$

       1,638,284

 

$

       1,127,725



The accompanying notes are an integral part of these condensed consolidated financial statements.


2






SANGUI BIOTECH INTERNATIONAL, INC.

Condensed Consolidated Statements of Operations

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

For the Nine Months Ended

 

 

 

March 31,

 

March 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

            33,388

 

 

                571

 

 

            81,431

 

 

              2,795

COST OF SALES

 

              6,016

 

 

              1,149

 

 

              6,016

 

 

              2,841

GROSS MARGIN

   

            27,372

 

   

               (578)

 

   

            75,415

 

   

                 (46)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

              5,786

 

 

            12,386

 

 

            29,736

 

 

            60,746

 

Depreciation and amortization

 

                 203

 

 

                168

 

 

                567

 

 

                526

 

Bad debt expense

 

                     -

 

 

                     -

 

 

                     -

 

 

                203

 

General and administrative

 

          160,798

 

 

            60,591

 

 

          885,936

 

 

          573,042

 

 

Total Operating Expenses

 

          166,787

 

 

            73,145

 

 

          916,239

 

 

          634,517

 

 

OPERATING LOSS

 

         (139,415)

 

 

           (73,723)

 

 

         (840,824)

 

 

         (634,563)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

                (237)

 

 

                     -

 

 

               (713)

 

 

                     -

 

Other income

 

              9,046

 

 

                     -

 

 

            14,631

 

 

              3,124

 

 

Total Other Income (Expense)

 

              8,809

 

 

                     -

 

 

            13,918

 

 

              3,124

 

 

Loss before income taxes and noncontrolling interest

 

         (130,606)

 

 

           (73,723)

 

 

         (826,906)

   

   

         (631,439)

 

 

Provision for income taxes

 

                     -

 

 

                     -

 

 

                     -

 

 

                     -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

         (130,606)

   

   

           (73,723)

 

 

         (826,906)

   

 

         (631,439)

 

Less: Net loss attributable to noncontrolling interest

 

           (14,932)

 

 

           (16,350)

 

 

           (45,653)

 

 

           (52,027)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

$

         (115,674)

 

$

           (57,373)

 

$

         (781,253)

 

$

         (579,412)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME (LOSS)

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

           (46,365)

 

 

           (18,924)

 

 

           (10,678)

 

 

            28,207

 

 

Total Other Comprehensive Income (Loss)

 

           (46,365)

 

 

           (18,924)

 

 

           (10,678)

 

 

            28,207

 

 

COMPREHENSIVE LOSS

$

         (176,971)

   

$

           (92,647)

 

$

         (837,584)

   

$

         (603,232)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER SHARE

$

(0.00)

 

$

(0.00)

 

$

(0.01)

 

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED WEIGHTED AVERAGE

 

 

 

 

 

 

 

 

 

 

 

 

 

  NUMBER OF SHARES OUTSTANDING

 

130,192,441

 

 

118,742,272

 

 

127,543,375

 

 

115,492,406



The accompanying notes are an integral part of these condensed consolidated financial statements.

3






SANGUI BIOTECH INTERNATIONAL, INC.

Condensed Consolidated Statements of Cash Flows

 (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended

 

 

 

 

March 31,

 

 

 

 

2013

 

2012

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

$

      (826,906)

 

$

       (631,439)

 

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

  used by operating activities:

 

 

 

 

 

 

 

Depreciation

 

              602

 

 

              526

 

 

Common stock issued for services

 

       358,865

 

 

        168,674

 

 

Bad debt expense

 

                  -

 

 

              203

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

Accounts receivable

 

-

 

 

              223

 

 

Notes receivable

 

             (816)

 

 

                  -

 

 

Inventory

 

                  -

 

 

           2,094

 

 

Prepaid expenses and other assets

 

        (20,558)

 

 

         11,996

 

 

Related party receivables

 

        (57,509)

 

 

                  -

 

 

Accounts payable and accrued expenses

 

        (46,519)

 

 

        (12,873)

 

 

Related parties accounts payable

 

         87,143

 

 

                  -

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used in Operating Activities

 

      (505,698)

 

 

       (460,596)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

   

 

 

   

 

 

Purchase of notes receivable

 

      (897,120)

 

 

       (666,933)

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used in Investing Activities

 

      (897,120)

 

 

       (666,933)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

Common stock issued for cash

 

     1,266,209

 

 

     1,049,634

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

     1,266,209

 

 

     1,049,634

 

 

 

 

 

 

 

 

 

EFFECTS OF EXCHANGE RATES

 

        (24,308)

 

 

        (29,985)

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

   

      (160,917)

 

   

       (107,880)

 

CASH AT BEGINNING OF PERIOD

   

       238,639

 

   

        122,619

 

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

         77,722

 

$

         14,739

 

 

 

 

 

   

 

 

   

SUPPLEMENTAL DISCLOSURES OF

 

 

 

 

 

 

CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

 

 

 

 

Interest

$

                  -

 

$

                  -

 

 

Income Taxes

$

                  -

 

$

                  -

 

 

 

 

 

 

 

 

 

 

NON CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

Treasury stock received for note receivable

$

       320,000

 

$

                  -




The accompanying notes are an integral part of these condensed consolidated financial statements.


4


SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2013 and June 30, 2012

(Unaudited)



NOTE 1 - BASIS OF PRESENTATION


The accompanying consolidated financial statements have been prepared without audit in accordance with accounting principles generally accepted in the United States of America for interim financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The unaudited consolidated financial statements and notes should, therefore, be read in conjunction with the consolidated financial statements and notes thereto in the Company's Form 10-K for the year ended June 30, 2012. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair presentation, have been included. The results of operations for the three and nine months periods ended March 31, 2013 are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2013.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Nature of Business


Sangui Biotech International, Inc., incorporated in Colorado in 1995, and its subsidiary, Sangui BioTech GmbH (Sangui GmbH). Sangui GmbH, which is headquartered in Witten, Germany, is engaged in the development of artificial oxygen carriers (external applications of hemoglobin, blood substitutes and blood additives) as well as in the development, marketing and sales of cosmetics and wound management products.


Consolidation


The consolidated financial statements include the accounts of Sangui BioTech International, Inc. and its ninety percent owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.


Foreign Currency Translation


Assets and liabilities of the Company's foreign operations are translated into U.S. dollars at period-end exchange rates. Net exchange gains or losses resulting from such translation are excluded from net loss but are included in comprehensive income (loss) and accumulated in a separate component of stockholders' equity. Income and expenses are translated at weighted average exchange rates for the period.


Exchanges rates used for the preparation of the consolidated balance sheet as of March 31, 2013 and our unaudited consolidated statements of operations for the nine month periods ended March 31, 2013 and 2012, were calculated as follows:


as of March 31, 2013

USD 1 : EUR 0.7803

as of June 30, 2012

USD 1 : EUR 0.6949

July 1 through March 31, 2013

USD 1 : EUR 0.7572

July 1 through March 31, 2012

USD 1 : EUR 0.7240





5


SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2013 and June 30, 2012

(Unaudited)



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Risk and Uncertainties


The Company's line of future pharmaceutical products (artificial oxygen carriers or blood substitute and additives) and medical products (wound dressings and other wound management products) being developed by Sangui GmbH, are deemed as medical devices or biologics, and as such are governed by the Federal Food and Drug and Cosmetics Act and by the regulations of state agencies and various foreign government agencies. The pharmaceutical, under development in Germany, will be subject to more stringent regulatory requirements, because they are in vivo products for humans. The Company and its subsidiaries have no experience in obtaining regulatory clearance on these types of products. Therefore, the Company will be subject to the risks of delays in obtaining or failing to obtain regulatory clearance.


Going Concern


The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has accumulated deficit of $32,712,938 as of March 31, 2013. The Company incurred a net loss applicable to common stockholders of $781,253 during the nine months ended March 31, 2013 and used cash in operating activities of $505,698 during the nine months ended March 31, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company expects to continue to incur significant capital expenses in pursuing its business plan to market its products and expand its product line, while obtaining additional financing through stock offerings or other feasible financing alternatives. In order for the Company to continue its operations at its existing levels, the Company will require significant additional funds over the next twelve months. Therefore, the Company is dependent on funds raised through equity or debt offerings. Additional financing may not be available on terms favorable to the Company, or at all. If these funds are not available the Company may not be able to execute its business plan or take advantage of business opportunities. The ability of the Company to obtain such additional financing and to achieve its operating goals is uncertain. In the event that the Company does not obtain additional capital, is not able to collect its outstanding receivables or is not able to increase cash flow through the increase of sales, there is a substantial doubt of its being able to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Cash and Cash Equivalents


The Company maintains its cash in bank accounts in Germany. Cash and cash equivalents include time deposits for which the Company has no requirements for compensating balances. The Company has not experienced any losses in its uninsured bank accounts. At March 31, 2013 the Company had no cash equivalents.


Research and Development


Research and development costs are charged to operations as they are incurred.  Legal fees and other direct costs incurred in obtaining and protecting patents are expensed as incurred.






6


SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2013 and June 30, 2012

(Unaudited)



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Revenue Recognition


Product sales revenue is recognized when the sales amount is determined, shipment of goods to the customer has occurred and collection is reasonably assured. Product is shipped FOB origination.


Product royalties revenue is recognized when the licensee has reported the product sales to the Company. Product royalties revenue is calculated based upon the contractual percentage of reported sales.


Basic and Diluted Earnings (Loss) Per Common Share


Basic earnings (loss) per common share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted earnings (loss) per share give effect to all potential dilutive common shares outstanding during the period of compensation. The computation of diluted earnings (loss) per share does not assume conversion, exercise or contingent exercise of securities that would have an antidilutive effect on earnings. As of March 31, 2013, the Company had no potentially dilutive securities that would affect the loss per share if they were to be dilutive.


Comprehensive Income (Loss)


Total comprehensive income (loss) represents the net change in stockholders' equity during a period from sources other than transactions with stockholders and as such, includes net earnings (loss). For the Company, the components of other comprehensive income (loss) are the changes in the cumulative foreign currency translation adjustments and unrealized gains (losses) on marketable securities and are recorded as components of stockholders' equity.


Inventory


Inventory consists of various raw materials, supplies, and both semi-processed and fully-processed cosmetics products. The Company values its inventory at the lower of cost or market.  The cost is determined by the specific identification method.  Cost includes purchase price, freight, insurance, duties and other incidental expenses incurred in bringing inventories to their present location and condition. The Company records a reserve if the fair value of inventory is determined to be less than the cost.  


NOTE 3 - COMMITMENTS AND CONTINGENCIES


Litigation


The Company may, from time to time, be involved in various legal disputes resulting from the ordinary course of operating its business. Management is currently not able to predict the outcome of any such cases. However, management believes that the amount of ultimate liability, if any, with respect to such actions will not have a material effect on the Company's financial position or results of operations.

 











7


SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2013 and June 30, 2012

(Unaudited)



NOTE 3 - COMMITMENTS AND CONTINGENCIES (CONTINUED)


Indemnities and Guarantees


During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include certain agreements with the Company's officers, under which the Company may be required to indemnify such person for liabilities arising out of their employment relationship. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheet.


NOTE 4 – NOTES RECEIVABLE


As of the year ended June 30, 2012, the Company invested EUR500,000 (valued at $628,852 as of June 30, 2012) in a loan with an unrelated third party entity with whom the Company has signed a licensing agreement in anticipation of developing sales of the Company’s products in Mexico. The note is personally secured by a shareholder of the borrower, bears no interest, and was due one year after receipt of the loan by the borrower.


During the period ended March 31, 2013, the loan was partly redeemed by the debtor through the transfer of securities valued at $320,000, which resulted in an ending balance of $320,800. The loan was extended without term and will be redeemed by withholding royalties earned by the debtor from future product sales.


During the nine month period ended March 31, 2013, the Company had also invested EUR350,000 each into two notes receivable. The first note was entered into on November 14, 2012 and valued at $462,675 as of December 31, 2012. The second note was entered into on February 19, 2013 and valued at $448,560 for a total note receivable outstanding as of March 31, 2013 of $897,120. The notes are unsecured, bear interest of 4% per annum, and are due on December 31, 2013 and February 25, 2014, respectively.  The Company has also accrued receivables in the amounts of $223,373 for a licensing agreement and $7,661 of accrued interest on the notes receivable, totaling to $1,128,154 of March 31, 2013


NOTE 5 – CAPITAL STOCK


Preferred Stock – The Company is authorized to issue 10,000,000 shares of preferred stock.  No preferred stock has been issued as of March 31, 2013.  The authorized preferred shares are non-voting and the Board of Directors has not designated any liquidation value or dividend rates.

Common Stock – The Company is authorized to issue 250,000,000 shares of no par value common stock. The holders of the Company's common stock are entitled to one vote for each share held of record on all matters to be voted on by those stockholders.

In October 2012, the Company issued 300,000 shares of its common stock for services to an unrelated party at $0.31 per share. Additionally the Company sold 140,800 shares of its common stock for cash to three (3) individuals at an average price of $0.37 per share.

In November 2012, the Company issued 750,000 shares of its common stock to one (1) individual pursuant to its long term inception plan at $0.32 per share. Additionally, the Company sold 194,300 shares of its common stock for cash to three (3) individuals at an average price of $0.30 per share.






8


SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2013 and June 30, 2012

(Unaudited)



NOTE 5 – CAPITAL STOCK (CONTINUED)


In December 2012, the Company sold 2,022,500 shares of its common stock for cash to one (1) entity and five (5) individuals at an average stock price of $0.33 per share. Additionally the company issued 69,100 shares of its common stock for services to an unrelated party at $0.37 per share.


In January 2013, the Company sold 362,000 shares of its common stock for cash to one (1) entity and six (6) individuals at an average stock price of $0.36 per share.


In February 2013, the Company sold 102,200 shares of its common stock for cash to an individual at an average stock price of $0.34 per share and 1,800,000 shares of its common stock for cash to one (1) entity at an average stock price of $0.26 per share. The Company also received 1,000,000 shares of its common stock in partial satisfaction of the note receivable described in Note 4.


NOTE 6 – SUBSEQUENT EVENTS


Subsequent to March 31, 2013 the Company issued 770,000 shares of its common stock for approximately $102,410 of cash.


In accordance with ASC 855-10, the Company’s management has reviewed all material events and there are no additional material subsequent events to report.





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Item 2 - Management's Discussion And Analysis Of Financial Condition And Results Of Operations


Forward-looking Statements


The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes thereto included elsewhere in this quarterly report.  Some of the information in this quarterly report contains forward-looking statements, including statements related to anticipated operating results, margins, growth, financial resources, capital requirements, adequacy of the Company's financial resources, trends in spending on research and development, the development of new markets, the development, regulatory approval, manufacture, distribution, and commercial acceptance of new products, and future product development efforts.  Investors are cautioned that forward-looking statements involve risks and uncertainties, which may affect our business and prospects, including but not limited to, the Company's expected need for additional funding and the uncertainty of receiving the additional funding, changes in economic and market conditions, acceptance of our products by the health care and reimbursement communities, new development of competitive products and treatments, administrative and regulatory approval and related considerations, health care legislation and regulation, and other factors discussed in our filings with the Securities and Exchange Commission.


GENERAL


The Company's mission is the development of novel and proprietary pharmaceutical, medical and cosmetic products. The Company develops its products through its ninety percent owned German subsidiary SanguiBioTech GmbH. The Company is seeking to market and sell some or all of their products through partnerships with industry partners.


The focus of SanguiBioTech GmbH has been the development of oxygen carriers capable of providing oxygen transport in humans in the event of acute and/or chronic lack of oxygen due to arterial occlusion, anemia or blood loss whether due to surgery, trauma, or other causes.  SanguiBioTech GmbH has thus far focused its development and commercialization efforts of such artificial oxygen carriers by reproducing and synthesizing polymers out of native hemoglobin of defined molecular sizes.  SanguiBioTech GmbH has in addition developed external applications of oxygen transporters in the medical and cosmetic fields in the form of gels and emulsions for the regeneration of the skin as well as in the form of a hemoglobin-based wound spray.


SanguiBioTech GmbH holds the exclusive distribution rights for Chitoskin wound pads in the European Union and various other countries.  Sangui GmbH has filed a patent cooperation treatment applications (“PCT”) for the production and use of improved Chitoskin wound pads using gelatin instead of collagen as the carrier substance.


Artificial Oxygen Carriers


SanguiBioTech GmbH develops several products based on polymers of purified natural porcine hemoglobin with oxygen carrying abilities that are similar to native hemoglobin.  These are (1) oxygen carrying blood additives and (2) oxygen carrying blood volume substitutes.


The blood additives and blood substitute projects were halted in 2003 due to the lack of financing for the pre-clinical test phase of the blood additives.


During the first quarter of our 2013 financial year the European Patent Office granted a patent based on Sangui’s application (01 945 245) “Mammalian hemoglobin compatible with blood plasma, cross-linked and conjugated with polyalkylene oxides as artificial medical oxygen carriers, production and use thereof”.


During the third quarter of our 2013 financial year the company had a feasibility study prepared by external experts inquiring into market potentials and further preclinical and clinical development requirements. The study came to the conclusion that an approval of Sangui's hemoglobin hyperpolymers as a blood additive appears possible, expedient and promising.






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According to regulatory requirements, all drugs must complete preclinical and clinical trials before approval (e.g. Federal Drug Administration approval) and market launch.  The Company’s management believes that the European and FDA approval process will take at a minimum several years to complete.


Nano Formulations for the Regeneration of the Skin


Healthy skin is supplied with oxygen both from the inside as well as through diffusion from the outside.  A lack of oxygen will cause degenerative alterations, ranging from premature aging, to surface damage, and even as extensive as causing open wounds.  The cause for the lack of oxygen may be a part of the normal aging process, but it may also be caused by burns, radiation, trauma, or a medical condition.  Impairment of the blood flow, for example caused by diabetes mellitus or by chronic venous insufficiency, can also lead to insufficient oxygen supply and the resulting skin damage.


Sales of this series have remained at a low level throughout the first nine months of our 2013 fiscal year. It is the strategy of the company to find industry partners ready to acquire or license this product range as a whole.


Chitoskin Wound Pads


Usually, normal (“primary”) wounds tend to heal over a couple of days without leaving scars following a certain sequence of phases. Burns and certain diseases impede the normal wound healing process, resulting in large, hardly healing (“secondary”) wounds which only close by growing new tissue from the bottom. Wound dressings serve to safeguard the wound with its highly sensitive new granulation tissue from mechanical damage as well as from infection. Using the natural polymer chitosan, Sangui’s Chitoskin wound dressings show outstanding properties in supporting wound healing.


It is the strategy of the company to find industry partners ready to acquire or license this product range as a whole.


Hemospray Wound Spray


SanguiBioTech GmbH has developed a novel medical technology supporting the healing of chronic wounds. Lack of oxygen supply to the cells in the wound ground is the main reason why those wounds lose their genuine healing power. Based on its concept of artificial oxygen carriers, our wound spray product bridges the watery wound surface and permits an enhanced afflux of oxygen to the wound ground.


In December 2010, SanguiBioTech GmbH established SastoMed GmbH, a joint venture company with SanderStrothmann GmbH of Georgsmarienhütte, Germany. SanguiBioTech GmbH has granted SastoMed GmbH global distribution rights. SastoMed GmbH started to distribute the product in Germany after having obtained the CE mark authorizing the distribution of the wound spray in the countries of the European Union in April 2012.


On August 13, 2012, SastoMed GmbH publicized a statement indicating that it expects to reach break-even and pay back points by 2014. The expectations are based on the response from wound management experts and patients.


In August, 2012, Sangui BioTech GmbH and SastoMed GmbH cordially adjusted the existing sales strategy. In consideration of corresponding contributions the existing licensing contract was partially complemented resulting in the following conditions: As licensor SanguiBioTech GmbH is awarded a fixed licensing fee as a percentage of each and every external revenues incurred by SastoMed from sales of the Granulox product (based on SastoMed selling prices). The percentage ranges in the uppermost zone of what is usually granted in the pharmaceutical and medical products industries. In addition and complementing this basic agreement the percentage will be permanently increased by one fourth of the current rate as soon as cumulated sales revenues at SastoMed will have exceeded the total of 50,000,000.


In December, 2012, actual distribution of the product was initiated in Mexico under the management of SastoMed GmbH and their local distribution partner Bio-Mac Pharma.




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FINANCIAL POSITION


Our current assets increased approximately $511,137 from June 30, 2012 to approximately $1,637,592 at March 31, 2013.  This is mainly attributed to an increase in related party receivables.


Our net property and equipment decreased approximately $578 from June 30, 2012 to approximately $692 at March 31, 2013.  The decrease is attributable to the depreciation for the period.


We funded our operations primarily through our existing cash reserves and cash received from the issuance of shares of common stock. Our stockholders’ equity increased by $467,491from $959,374 at June 30, 2012 to $1,426,865 at March 31, 2013. The primary factor behind this was our issuance of common stock for cash and services.


RESULTS OF OPERATIONS


Three months ended March 31, 2013 and 2012:


REVENUES - Revenues during the three months ended March 31, 2013 amounted to $33,388. In the comparable period of 2012 we had revenues of $571. Revenues as of the period covered by this report include accrued receivables from the licensing agreement with SastoMed GmbH. Cost of sales in the third quarter of the 2013 financial year amounted to $6,016 compared to $1,149 in 2012.


RESEARCH AND DEVELOPMENT - Research and development expenses decreased $6,600 to approximately $5,786 in the third quarter of our 2013 financial year from approximately $12,386 in the comparable period of the previous year.  This is mainly attributed to reduced R&D activities after having obtained the CE mark for the wound management product and prior to resuming activities in the pursuit of our blood additive project.


GENERAL AND ADMINISTRATIVE - General and administrative expenses increased $100,207 to approximately $160,798 in the quarter ended March 31, 2013, from approximately $60,591 in the respective quarter of the previous year. 


DEPRECIATION AND AMORTIZATION - Depreciation increased $35 to approximately $203 in the quarter from approximately $168. This increase is mainly attributed to the depreciation of office equipment.


NET LOSS - As a result of the above factors, our consolidated net loss attributable to common stockholders was $115,674, or $(0.00) per common share, for the three months ended March 31, 2013, compared to $57,373, or $(0.00) per common share, during the comparable period in our 2012 financial year.


Nine months ended March 31, 2013 and 2012:


REVENUES - Revenues during the nine months ended March 31, 2013 amounted to $81,431. In the comparable period of 2012 we had revenues of $2,795. Cost of sales in the first nine months of the 2013 financial year amounted to $6,016 compared to $2,841 in 2012.


RESEARCH AND DEVELOPMENT - Research and development expenses decreased $31,010 to approximately $29,736 in the first nine months of our 2013 financial year from approximately $60,746 in the comparable period of the previous year.  This is mainly attributed to reduced R&D activities after having obtained the CE mark for the wound management product and prior to resuming activities in the pursuit of our blood additive project..


GENERAL AND ADMINISTRATIVE - General and administrative expenses increased approximately 55% to approximately $885,936 in the nine months ended March 31, 2013, from $573,042 in the respective period of the previous year. This increase is due to an increase in common shares issued for services in the second quarter of our 2013 financial year.





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DEPRECIATION AND AMORTIZATION - Depreciation increased $41 to approximately $567 in the nine months period from approximately $526. This increase is mainly attributed to the depreciation of office equipment.


NET LOSS - As a result of the above factors, our consolidated net loss attributable to common stockholders was $781,253, or $(0.01) per common share, for the nine months ended March 31, 2013, compared to $579,412, or $(0.01) per common share, during the comparable period in our 2012 financial year.


LIQUIDITY AND CAPITAL RESOURCES

 

For the nine months ended March 31, 2013, net cash used in operating activities increased to approximately $505,698, from approximately $460,596 in the corresponding period of the previous year.


During the nine months ended March 31, 2013, we invested approximately $897,120 in notes receivable with related parties.


We had a working capital of approximately $1,426,173 at March 31, 2013, an increase of approximately $468,069 from June 30, 2012. A significant part of our current assets consists of receivables from related and unrelated parties while the company has no financial liabilities. At March 31, 2013, we had cash of approximately $77,722. We will need substantial additional funding to fulfill our business plan and we intend to explore financing sources for our future development activities.  No assurance can be given that these efforts will be successful.



Item 3 - Quantitative and Qualitative Disclosures about Market Risk

 

We are a smaller reporting company as defined by § 229.10(f)(1) and are not required to provide the information under this item.


Item 4 - Controls and Procedures

 

Disclosure Controls and Procedures


As of the date of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.


Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.


Management’s Report on Internal Control Over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f).  Management conducted an evaluation of the effectiveness of the internal control over financial reporting as of March 31, 2013, using the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.




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A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.  Based on the evaluation of the effectiveness of the internal controls over financial reporting as of March 31, 2013, management has concluded that our internal controls over financial reporting were not effective as of the end of the period covered by this report.


As a result of management’s assessment, management has determined that there is a material weakness due to the lack of segregation of duties.  In order to address and resolve this weakness we will endeavor to locate and appoint additional qualified personnel to the board of directors and pertinent officer positions as our financial means allow.  To date, our limited financial resources have not allowed us to hire the additional personnel necessary to address this material weakness.

 

Additionally, as a result of management’s assessment, management has determined that there is a significant deficiency with regard to the lack of a backup process for electronic financial information.  There is no stored backup offsite or in a media safe, and as such, there are no regularly run test restorations of said financial information.  In order to address and resolve this deficiency we are currently researching the options available given our financial means to have a regularly scheduled and dependable offsite backup of our Company records.


Lastly, the Company has not instituted specific anti-fraud controls.  While management found no evidence of fraudulent activity, the chief accounting officer has access to both accounting records and corporate assets, principally the operating bank account.  Management believes this exposure to potential fraudulent activity is not significant either to the operations of the company or to the financial reporting; however, management is in the process of instituting controls specifically designed to address this material weakness, so as to prevent and detect—on a timely basis—any potential loss due to fraudulent activity.

 

This Quarterly Report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.


Changes in Internal Control Over Financial Reporting


There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:


(a)

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;


(b)

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and


(c)

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.





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PART II - OTHER INFORMATION



Item 1 - Legal Proceedings

 

The Company is not aware of pending claims or assessments which may have a material adverse impact on the Company’s financial position or results of operations.



Item 1a - Risk Factors

 

We are a smaller reporting company and are not required to provide the information under this item.



Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

 

In December 2012 the Company issued 69,100 shares of its common stock for services to an unrelated party at a stock price of $0.37 per share. No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933.  The individuals receiving the common stock were intimately acquainted with the Company’s business plan and proposed activities at the time of issuance, and possessed information on the Company necessary to make an informed investment decision.


In January 2013, the Company sold 362,000 shares of its common stock for cash to one (1) entity and six (6) individuals at an average stock price of $0.36 per share. No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933.  The individuals receiving the common stock were intimately acquainted with the Company’s business plan and proposed activities at the time of issuance, and possessed information on the Company necessary to make an informed investment decision.


In February 2013, the Company sold 102,200 shares of its common stock for cash to an individual at an average stock price of $0.34 per share and 1,800,000 shares of its common stock for cash to one (1) entity at an average stock price of $0.26 per share. The Company also received 1,000,000 shares of its common stock in partial satisfaction of the note receivable described in Note 4. No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933.  The individuals receiving the common stock were intimately acquainted with the Company’s business plan and proposed activities at the time of issuance, and possessed information on the Company necessary to make an informed investment decision.


Subsequent to March 31, 2013 the Company issued 770,000 shares of its common stock for approximately $102,410 of cash. No underwriters were used. The securities were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933.  The individuals receiving the common stock were intimately acquainted with the Company’s business plan and proposed activities at the time of issuance, and possessed information on the Company necessary to make an informed investment decision.



Item 3 - Defaults Upon Senior Securities

 

    None.

 

 

Item 5 - Other Information

 

None. 




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Item 6 – Exhibits


 1.           Financial Statements.  The unaudited condensed consolidated Balance Sheet of Sangui Biotech International, Inc. as of March 31, 2013 and the audited balance sheet as of June 30, 2012, the unaudited condensed consolidated Statements of Operations for the three month periods ended March 31, 2013 and 2012, and the unaudited condensed consolidated Statements of Cash Flows for the nine-month periods ended March 31, 2013 and 2012, together with the notes thereto, are included in this Quarterly Report on Form 10-Q.


3.           Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.


Exhibit       

Number     Description of Exhibit


31.01

Certification of CEO Pursuant to Rule 13a-14(a) and 15d-14(a), filed herewith

31.02

Certification of CFO Pursuant to Rule 13a-14(a) and 15d-14(a), filed herewith

32.01 

Certification Pursuant to Section 1350 of Title 18 of the United States Code, filed herewith








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SIGNATURES


 

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 

SANGUI BIOTECH INTERNATIONAL, INC.

 

  

Dated: May 20, 2013

/s/ Thomas Striepe                                              

By: Thomas Striepe

Chief Executive Officer



Dated: May 20, 2013

/s/ Joachim Fleing                                        

By: Joachim Fleing

Chief Financial Officer





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