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0001551163-16-000304.txt : 20160222 0001551163-16-000304.hdr.sgml : 20160222 20160222172458 ACCESSION NUMBER: 0001551163-16-000304 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 27 CONFORMED PERIOD OF REPORT: 20151231 FILED AS OF DATE: 20160222 DATE AS OF CHANGE: 20160222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANGUI BIOTECH INTERNATIONAL INC CENTRAL INDEX KEY: 0001104280 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 841330732 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-29233 FILM NUMBER: 161445980 BUSINESS ADDRESS: STREET 1: 291 SOUTH 200 WEST STREET 2: P.O. BOX 832 CITY: FARMINGTON STATE: UT ZIP: 84025 BUSINESS PHONE: 011 49 1607 412717 MAIL ADDRESS: STREET 1: 291 SOUTH 200 WEST STREET 2: P.O. BOX 832 CITY: FARMINGTON STATE: UT ZIP: 84025 FORMER COMPANY: FORMER CONFORMED NAME: FELNAM INVESTMENTS INC DATE OF NAME CHANGE: 20000127 10-Q 1 gbp021916sangui10qdec2015_st.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: December 31, 2015

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 February 18, 2016, there were 157,221,503 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 December 31, 2015

INDEX


PART I – FINANCIAL INFORMATION
Item 1	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 ................................................................	15
Item 4.	Controls and Procedures ........................................................................................................................	15
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..................................................................................................................................	16
Item 6.	Exhibits..................................................................................................................................................	17

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 December 31, 2015 and the audited balance sheet as of June 30, 2015, our unaudited condensed consolidated statements of operations for the three and six month periods ended December 31, 2015, and 2014, and our unaudited condensed consolidated statements of cash flows for the six month periods ended December 31, 2015, and 2014 are attached hereto and incorporated herein by this reference.


SANGUI BIOTECH INTERNATIONAL, INC.
Consolidated Balance Sheets

ASSETS

			December 31,		June 30,
			2015		2015
CURRENT ASSETS			(unaudited)

	Cash		$	88,073	$	17,672
	Prepaid expenses and other assets			36,948		37,325
	Tax refunds receivable			4,093		16,647
	Accounts receivable, net			17,272		455
	Deferred finance costs			39,315		-
		Total Current Assets		185,701		72,099

Other Assets
	Deferred finance costs			-		50,000

PROPERTY AND EQUIPMENT, Net				-		-

		TOTAL ASSETS	$	185,701	$	122,099

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

	Accounts payable and accrued expenses		$	292,244	$	142,787
	Related party payables			29,142		121,637
	Derivative liability			47,060		-
	Convertible notes payable - net of discount			2,706		50,000
	Notes payable			36,823		36,569
	Note payable - related party			110,940		110,940
		Total Current Liabilities		518,915		461,933

STOCKHOLDERS' EQUITY (DEFICIT)

	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, 151,811,389 and 148,103,056 shares issued and
	150,626,657 and 146,918,314 shares outstanding, respectively			32,168,398		31,932,726
	Additional paid-in capital			4,621,430		4,621,430
	Treasury stock			(339,387)		(339,387)
	Accumulated other comprehensive income (loss)			412,900		169,589
	Accumulated deficit			(36,614,356)		(36,160,646)
	Total Sangui Biotech International, Inc' stockholders' deficit			248,985		223,712
	Non-controlling interest			(582,199)		(563,546)
		Total Stockholders' Equity (Deficit)		(333,214)		(339,834)

		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	185,701	$	122,099

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


SANGUI BIOTECH INTERNATIONAL, INC.
Consolidated Statements of Operations
(unaudited)

			For the Three Months Ended				For the Six Months Ended
			December 31,				December 31,
			2015		2014		2015		2014

REVENUES			$	15,385	$	31,166	$	26,856	$	104,906

COST OF SALES				144		158		229		398
GROSS MARGIN				15,241		31,008		26,627		104,508

OPERATING EXPENSES
	Research and development			1,455		41,874		35,507		134,977
	General and administrative			101,950		162,836		240,710		351,278

		Total Operating Expenses		103,405		204,710		276,217		486,255

		OPERATING LOSS		(88,164)		(173,702)		(249,590)		(381,747)

OTHER INCOME (EXPENSE)
	Gain on change in derivative liability			2,940				2,940		-
	Amortization of debt discount			(2,706)		-		(2,706)		-
	Interest expense			(14,926)		(902)		(16,327)		(1,811)
	Loss on sale of interest in joint venture			(188,027)		-		(188,027)		-

		Total Other Income (Expense)		(202,719)		(902)		(204,120)		(1,811)

		Loss before income taxes and non-controlling interest		(290,883)		(174,604)		(453,710)		(383,558)

		Provision for income taxes		-		-		-		-

NET LOSS BEFORE NON-CONTROLLING INTEREST				(290,883)		(174,604)		(453,710)		(383,558)

	Less: Net loss attributable to non-controlling interest			(6,154)		(12,844)		(18,653)		(27,630)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS			$	(284,729)	$	(161,760)	$	(435,057)	$	(355,928)

OTHER COMPREHENSIVE INCOME (LOSS)
	Foreign currency translation adjustments			250,218		5,263		243,311		6,930

		Total Other Comprehensive Income		250,218		5,263		243,311		6,930

		COMPREHENSIVE INCOME (LOSS)	$	(40,665)	$	(169,341)	$	(210,399)	$	(376,628)

		BASIC AND DILUTED LOSS PER SHARE	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

		BASIC AND DILUTED WEIGHTED AVERAGE
		NUMBER OF SHARES OUTSTANDING		150,450,626		144,803,490		149,736,400		143,975,360

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


SANGUI BIOTECH INTERNATIONAL, INC.
Consolidated Statements of Cash Flows
(unaudited)

				For the Six Months Ended
				December 31,
				2015		2014

CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss			$	(453,057)	$	(383,558)
	Adjustments to reconcile net loss to net cash
	used by operating activities:
		Gain on change in derivative liability			(2,940)		-
		Amortization of deferred finance fees			10,685		-
		Common stock issued for services			-		24,192
		Common stock issued for accrued interest			2,973		-
		Amortization of debt discount			2,706		-
		Loss on sale of interest in joint venture			188,027		-
	Changes in operating assets and liabilities
		Trade accounts receivable			(16,860)		(37,055)
		Prepaid expenses and other current assets			(120)		27,627
		Tax refunds receivable			12,329		25,533
		Accounts payable and accrued expenses			152,165		3,225
		Related parties accounts payable			(92,128)		21,296
			Net Cash Used in Operating Activities		(178,143)		(318,740)

CASH FLOWS FROM INVESTING ACTIVITIES
		Collection of notes receivable, related parties			-		32,196
		Proceeds from sale of interest in joint venture			6,977		-
			Net Cash Used in Investing Activities		6,977		32,196

CASH FLOWS FROM FINANCING ACTIVITIES
		Common stock issued for cash			232,698		280,942
		Proceeds from notes payable- related party			77		-
			Net Cash Provided by Financing Activities		232,775		280,942

EFFECTS OF EXCHANGE RATES					8,869		460

	NET INCREASE (DECREASE) IN CASH				70,401		(5,142)
	CASH AT BEGINNING OF PERIOD				17,672		98,148

	CASH AT END OF PERIOD			$	88,073	$	93,006

SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION

	CASH PAID FOR:
		Interest		$	-	$	1,811
		Income Taxes		$	-	$	-

	NON CASH INVESTING AND FINANCING ACTIVITIES
		Debt Discount on convertible note and related derivative		$	50,000	$	-

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

SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2015 and June 30, 2015

(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, 2015. 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 six months ended December 31, 2015 are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2016.

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, are 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 December 31, 2015 and June 30, 2015 and our unaudited consolidated statements of operations for the six month periods ended December 31, 2015 and 2014, were calculated as follows:


as of December 31, 2015	USD 1 : EUR 0.9152
as of June 30, 2015	USD 1 : EUR 0.9014
July 1 through December 31, 2015	USD 1 : EUR 0.932
July 1 through December 31, 2014	USD 1 : EUR 0.7765

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 $36,614,356 as of December 31, 2015. The Company incurred a net loss applicable to common stockholders of $435,057 during the six months ended December 31, 2015 and used cash in operating activities of $178,143 during the three months ended December 31, 2015. 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 December 31, 2015 the Company had no cash equivalents.

Derivative Liabilities

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.

The Company assessed the classification of its derivative financial instruments as of December 31, 2015, which consist of convertible instruments and rights to shares of the Company’s common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815.

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption.

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.

SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2015 and June 30, 2015

(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 royalty revenue is recognized when the licensee has reported the product sales to the Company. Product royalty 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 December 31, 2015, 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.

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.

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 – NOTE PAYABLE, RELATED PARTIES

On March 6, 2015, the Company entered into a note payable with a shareholder for $110,940. The note payable accrues interest at 5 percent per annum, is due on December 31, 2015 and is unsecured.

NOTE 5 – CONVERTIBLE NOTE PAYABLE

On May 11, 2015, the Company entered into an unsecured note payable for $50,000 (related to the Equity Purchase Agreement or “EPA” disclosed in Note 6) due on November 30, 2015 with interest accruing at 10% annually. The note payable was entered into as consideration to the investor for execution of the EPA. Accordingly, the Company recorded $50,000 to Deferred financing costs which will be amortized ratably over the period ending December 31, 2016. During the period ended December 31, 2015, the Company amortized 10,685 of the deferred financing costs.

On December 9, 2015, the Company agreed to change the terms of the note representing the deferred financing costs, making the note convertible and extending the repayment of the note as due on or before December 31, 2016. The repayment is subject to the convertible features of the note. The creditor has a conversion option allowing it to choose to receive repayment of the stated principal and interest (10% per annum) either in cash or, at the creditor’s option, in the Company’s restricted common stock. If paid in cash the principal repayment is $50,000.

The change in the status of the note from a note payable of $50,000 to a convertible note payable of $50,000, results in an extinguishment of debt wherein a debt discount of $50,000 was recorded. At December 31, 2015, the Company had recognized amortization of debt discount of $2,706, resulting in a debt discount balance of $47,294.

In connection with the change in the status of the note, it was treated as a convertible note. The Company identified embedded derivatives related to the Convertible Promissory Note entered into as of December 9, 2015 and December 31, 2015. These embedded derivatives included certain conversion features, including a variable exercise price calculated by taking 60% the average of the 5 lowest days’ trading prices in the 20 days leading up to conversion. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note provisions and to adjust the fair value as of each subsequent balance sheet date. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:


Dividend yield:	0	%
Volatility	157.93	%
Risk free rate:	0.49	%

The initial fair value of the derivative liability was $74,650, of which $50,000 was recorded as a debt discount against the $50,000 Convertible Promissory Note. At December 31, 2015 the Company determined a fair value of $47,060 of the embedded derivative resulting in a net gain derivative liability of $2,940.

On December 14, 2015, the Company issued 165,144 shares of common stock valued at $2,973 to pay the accrued interest on the note as interest expense. The change to a convertible note was treated as effective on December 9, 2015 and the value of the stock to be issued was included as accrued expense and interest was charged $4,954 during the quarter, based upon the trading value of the common stock at the date issued.

NOTE 6 – CAPITAL STOCK

Preferred Stock – The Company is authorized to issue 10,000,000 shares of preferred stock. No preferred stock has been issued so far. 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.

On May 11, 2015, the Company entered into an equity purchase agreement (the “EPA”) with an unrelated investor (“the Investor”). The EPA is a put option contract wherein, at the Company’s sole discretion, up to $5,000,000 of common stock may be sold to the Investor for a period of 3 years ending May 2018. Under the terms of the EPA, the Company issued 208,333 shares pursuant to a put notice for $10,000 during the period ending September 30, 2015 (no shares during the year ended June 30, 2015). The put notice yielded $1,500 in cash against 37,037 of the 208,333 shares. In addition to these 37,037 shares, concurrent with the extension of the related $50,000 Convertible Promissory Note (see Note 5), the investor converted $2,973 in accrued interest into 165,144 shares leaving 6,152 shares held by the investor that are receivable by the Company.

During the six months ended December 31, 2015, the Company sold 3,500,000 shares of its common stock for $232,698 in cash proceeds to three individuals at an average price of $0.047 per share.

NOTE 7– INVESTMENT IN JOINT VENTURE AND NOTE PAYABLE

During the six months ended December 31, 2015, the Company sold its interest in the Sastomed joint venture, for $6,977, resulting in a loss of $188,027. The sale of the joint venture terminated the relationship with Sastomed. Accordingly, the note payable of $36,823, which was previously recorded as a related party note payable, is now classified as non-related party note payable. The note payable accrues interest at 4% annum and is due June 8, 2016.

NOTE 8 – SUBSEQUENT EVENTS

On February 4, 2016, the Company issued 670,000 shares for cash of $9,990. On January 28, 2016, the Company issued 1,700,000 shares of common stock, for $25,347. On February 4, 2016, the company issued 1,040,000 shares of common stock for $15,500.

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.

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

Our mission is the development of novel and proprietary pharmaceutical, medical and cosmetic products. We develop our products through our German subsidiary, Sangui GmbH. Currently, we are seeking to market and sell our products through partnerships with industry partners worldwide.

Our focus 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, as well as in the case of chronic wounds. We have thus far focused our development and commercialization efforts on such artificial oxygen carriers by reproducing and synthesizing polymers out of native hemoglobin of defined molecular sizes. In addition, we have developed external applications of oxygen transporters in the medical and cosmetic fields in the form of sprays for the healing of chronic wounds and of gels and emulsions for the regeneration of the skin. A wound dressing that shows outstanding properties in the support of wound healing, is distributed by SastoMed GmbH, a former joint venture company in which we held a share of 25%, as global licensee under the Granulox brand name. Effective as of the end of the second quarter of our fiscal year 2016 we sold this stake to SanderStrohmann GmbH, the co-shareholder.

SanguiBioTech GmbH holds distribution rights for our Chitoskin wound pads for the European Union and various other countries. A European patent has been granted for the production and use of improved Chitoskin wound pads.

Our current key business focuses are: (a) selling our existing cosmetics and wound management products by way of licensing through distribution partners, or by way of direct sale, to end users; (b) identifying additional industrial and distribution partners for our patents, production techniques, and products; and, (c) obtaining the additional certifications on our products in development.

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.

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.

During the fourth quarter of our 2014 financial year the company filed a patent application aimed at significantly expanding the protection of our hemoglobin formulations. It will encompass a greater array of ischemic conditions of the human body, for instance in the case of severe dysfunctions of the lung.

During the first quarter of our 2015 financial year, we begun together with Excellence Cluster Cardio-Pulmonary System (ECCPS) and TransMIT Gesellschaft für Technologietransfer mbH (TransMIT) to investigate therapeutic approaches to treating septic shock and acute respiratory distress syndrome (ARDS). The approach adopted here by Sangui, ECCPS and TransMIT presupposes that self-perpetuating septic shock, that has so far been highly resistant to treatment, can be interrupted by Sangui's artificial haemoglobin-based oxygen carrier, which would ultimately lower mortality rates. The preclinical trials commenced at ECCPS investigate the effect of various haemoglobin preparations on the oxygen supply of a number of organs in septic shock models and ARDS.

Also during the first quarter we were notified that the period for objection against European Patent EP 2550973, „Wound Spray“) elapsed without any objection being raised. The patent, therefore, has become effective and legally binding.

During the second quarter of our 2015 financial year the first phase of preclinical trials was concluded successfully. It could be demonstrated that applying an oxygen-carrying liquid (the hemoglobin hyperpolymer formulation SBT102) in the abdomen did significantly improve the oxygen supply to the intestines. The restoration of intestinal oxygenation will have an impact on tissue integrity and ultimately on patient survival.

During the third quarter of our 2015 financial year the preclinical trials were concluded successfully, the final results did fully confirm the interim results obtained in the second quarter.

After the end of the first quarter of our 2016 financial year the Company decided to reduce research and development activities for this product range as one element of a comprehensive cost containment program.

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 six months of our 2016 fiscal year. During the first quarter of the 2016 fiscal year we decided to discontinue our operations in this particular segment and to abandon the patent protection for this range of products..

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.

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.

Since December 2013, international distribution outside Germany was initiated in collaboration with local partners in more than 40 countries in Europe and Latin American.

SastoMed GmbH at the end of the first quarter of fiscal 2016 informed the Company and its shareholders that the market entry phase for the product will last longer than expected and could extend into the Company's 2018 fiscal year.

FINANCIAL POSITION

During the six months ended December 31, 2015, our total assets increased $63,602 from $122,099 at June 30, 2015 to $185,701 at December 31, 2015. An increase in the cash on hand from June 30 to December 31, 2015, of $70,401 was primarily responsible for the increase in the total assets.

We funded our operations primarily through our existing cash reserves and cash received from the issuance of shares of common stock. Our stockholders’ equity decreased by $6,620 from ($339,834) at June 30, 2015 to ($333,214) at December 31, 2015. The primary factor behind this was the net loss for the period increasing the accumulated deficit.

RESULTS OF OPERATIONS

For the three-month and the six- month periods ended December 31, 2015 and 2014:

REVENUES – Revenues reported were $15,385 and $31,166 for the three months ended December 31, 2015 and 2014 respectively. For the six months ended December 31, 2015 and 2014 revenues were $28,856 and $104,906. Revenues decreased by $15,781 and $78,050 for the three and six months ended December 31, 2015. The decrease by $78,050 from the revenues in the comparable period of our 2015 financial year can be traced back to a decrease in royalties from the licensing agreement with SastoMed GmbH. Included in the revenues of the first six months of our 2015 financial year were license fees on one single large order. Cost of sales in the first quarter were $144 and $158 for the years ended 2015 and 2014 respectively. Cost of sales for the first six months (first and second quarters of the 2016 financial year) amounted to $229 compared to $398 for the years ended 2015 and 2014.

RESEARCH AND DEVELOPMENT – Research and development expenses decreased by $40,419 to $1,455 from $41,874 for the three-month periods ending December 31, 2015 and 2014. Research and development expenses decreased $99,470 to approximately $35,507 in the first half-year of our 2016 financial year from approximately $134,977 in the comparable period of the previous year. This decrease is mainly attributed to lower R&D expenses after the conclusion of the animal tests of our hemoglobin hyperpolymers.

GENERAL AND ADMINISTRATIVE and PROFESSIONAL FEES – For the three months ended December 31, 2015 and 2014 the combined general and administrative expenses and professional fees decreased by $60,886 to $101,950 from $162,836. Accumulated general and administrative expenses and professional fees decreased $110,568 to approximately $240,740 in the half-year ended December 31, 2015, from approximately $351,278 in the respective period of the previous year. The change is primarily due to the separation of professional fees, from the general and administrative expenses line.

DEPRECIATION AND AMORTIZATION – No deferred financing costs were amortized during the three and six months ended December 31, 2014. There was no deferred financing costs amortized during the first three months of the fiscal 2016 year; however, $2,706 of deferred financing costs were amortized during the second quarter. For the three- and six-month periods ended December 31, 2015 the total amortization of deferred financing costs was $2,706..

INTEREST EXPENSE - interest expenses for the three-month period ended December 31, 2015 and 2014 were $14,926 and $902, an increase of $14,024. For the six months ended December 31, 2015 and 2014r 31, 2015 and 2014, interest expense increased by $14,516 to $16327 from $1,811.

LOSS ON SALE OF INTEREST IN JOINT VENTURE – During the second quarter ending December 31, 2015, the Company recorded a loss of $188,027 from the sale of a joint venture interest.

NET LOSS - As a result of the above factors, $290,719 compared to $174,604 for the three months ended December 31, 2015 and 2014 respectively The loss per share for both periods was $(0.00). Our consolidated net loss before non-controlling interest was $453,710, or $(0.00) per common share, for the six months ended December 31, 2015, compared to $383,558, or $(0.00) per common share, during the comparable period in our 2014 financial year.

LIQUIDITY AND CAPITAL RESOURCES

For the six months ended December 31, 2015, net cash used in operating activities decreased $144,597 to $174,143, compared to $318,740 used in the previous year. Major components of the decrease in the cash used included an increase in the net loss from $(383,558) to $(460,553) from 2014 to 2015, which was offset by non-cash loss on the sale of a joint venture interest of $188,027 during 2015.

We had a working capital deficit of approximately $333,214 at December 31, 2015, a decrease of approximately $56,620 from June 30, 2015.

At December 31, 2015, a significant part of our current assets consist of unamortized deferred finance costs of $39,315. Included within the current liabilities is a derivative liability of $47,060. At December 31, 2015 compared to (June 30, 2015), we had cash of $88,073 compared to $17,672, prepaid expenses of $36,948 compared to $37,325 and accounts receivable of $17,272 compared $455. 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.

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.

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

On December 14, 2015, the Company issued 165,144 shares of common stock valued at $2,973 to pay the accrued interest due on the unsecured note payable for $50,000 dated May 11, 2015 made in favor of Tarpon Bay Partners, LLC. No underwriters were used. The securities were sold pursuant to an exemption from registration provided by Regulation S and Section 4(2) of the Securities Act of 1933. The certificate representing the shares contained a restricted legend.

During the three months ended December 31, 2015, the Company sold 1,500,000 shares of its common stock for cash to SanderStrohmann GmbH an average price of $0.03 per share for a total cash raise of $162,915. No underwriters were used. The securities were sold pursuant to an exemption from registration provided by Regulation S and Section 4(2) of the Securities Act of 1933. The certificate representing the shares contained a restricted legend.

Subsequent to the period covered by this report, the Company issued 2,000,114 shares of its common stock in consideration of the conversion of $24,001 of principal and interest on the unsecured note payable for $50,000 dated May 11, 2015, as amended on December 9, 2015, made in favor of Tarpon Bay Partners, LLC. No underwriters were used. The securities were sold pursuant to an exemption from registration provided by Regulation S and Section 4(2) of the Securities Act of 1933. The certificate representing the shares contained a restricted legend.

Subsequent to the period covered by this report, the Company sold 3,410,000 shares of its common stock for cash to three individuals at an average price of $0.015 per share for a total cash raise of $55,104. No underwriters were used. The securities were sold pursuant to an exemption from registration provided by Regulation S and Section 4(2) of the Securities Act of 1933. The certificate representing the shares contained a restricted legend.

Item 3 - Defaults Upon Senior Securities

None.

Item 5 - Other Information

On May 11, 2015, the Company entered into an unsecured note payable for $50,000 due on November 30, 2015 with interest accruing at 10% annually. On December 9, 2015, the Company agreed to change the terms of the note representing the deferred financing costs, making the note convertible. The repayment of the new note is due on or before December 31, 2016. The creditor has a conversion option allowing it to choose to receive repayment of the stated principal and interest (10% per annum) either in cash or, at the creditor’s option, in the Company’s restricted common stock. If paid in cash the principal repayment is $50,000. Subsequent to the period covered by this report, the Company issued 2,000,114 shares of its common stock in consideration of the conversion of $24,001 of principal and interest on the unsecured note payable.

On December 17, 2015 the Company’s subsidiary, Sangui GmbH, sold its 25% holding in SastoMed GmbH to its joint venture partner SanderStrohmann GmbH for the amount of $6,977, which transaction would become effective as of December 31, 2015.

Item 6 – Exhibits

1. Financial Statements. The unaudited condensed consolidated Balance Sheet of Sangui Biotech International, Inc. as of December 31, 2015 and the audited balance sheet as of June 30, 2015, the unaudited condensed consolidated Statements of Operations for the three and six month periods ended December 31, 2015 and 2014, and the unaudited condensed consolidated Statements of Cash Flows for the three and six month periods ended December 31, 2015 and 2014, together with the notes thereto, are included in this Quarterly Report on Form 10-Q.

2. 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 principal financial officer 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

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: February 22, 2016

/s/ Thomas Striepe

By: Thomas Striepe

Chief Executive Officer

EX-31 2 exhibit3101.htm Converted by EDGARwiz

Exhibit 31.01

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

I, Thomas Striepe, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sangui Biotech International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have, for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and

procedures to be designed under my supervision, to ensure that material information relating to the small

business issuer, including its consolidated subsidiary, is made known to us by others within those entities,

particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over

financial reporting to be designed under our supervision, 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;

presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as

of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer’s internal control over financial

reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially

affected, or is reasonably likely to materially affect, the small business issuer’s internal control over

financial reporting; and

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control

over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to

record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a

significant role in the small business issuer’s internal control over financial reporting.

Dated: February 22, 2016

/s/ Thomas Striepe

By: Thomas Striepe

Chief Executive Officer

EX-31 3 exhibit3102.htm Converted by EDGARwiz

Exhibit 31.02

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14

I, Thomas Striepe, certify that:

I have reviewed this quarterly report on Form 10-Q of Sangui Biotech International, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have, for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and

procedures to be designed under my supervision, to ensure that material information relating to the small

business issuer, including its consolidated subsidiary, is made known to us by others within those entities,

particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over

financial reporting to be designed under our supervision, 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;

presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as

of the end of the period covered by this report based on such evaluation; and,

(d) Disclosed in this report any change in the small business issuer’s internal control over financial

reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially

affected, or is reasonably likely to materially affect, the small business issuer’s internal control over

financial reporting; and,

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control

over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to

record, process, summarize and report financial information; and,

(b) Any fraud, whether or not material, that involves management or other employees who have a

significant role in the small business issuer’s internal control over financial reporting.

Date: April

Dated: February 22, 2016

/s/ Thomas Striepe

By: Thomas Striepe

Chief Financial Officer

EX-32 4 exhibit3201.htm Converted by EDGARwiz

Exhibit 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Sangui Biotech International, Inc. (the “Company”) on Form 10-Q for the period ending December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas Striepe, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated: February 22, 2016

/s/ Thomas Striepe

By: Thomas Striepe

Chief Executive Officer and

Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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<pre style='text-align:justify'>NOTE 1 - BASIS OF PRESENTATION</pre>   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, 2015. 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 six months ended December 31, 2015 are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2016.

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, are 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. <div style='page:WordSection8'>   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 December 31, 2015 and June 30, 2015 and our unaudited consolidated statements of operations for the six month periods ended December 31, 2015 and 2014, were calculated as follows:   <table border="0" cellspacing="0" cellpadding="0" style='margin-left:69.2pt;border-collapse:collapse'> <tr align="left"> <td width="317" valign="top" style='width:237.7pt;padding:0in 5.4pt 0in 5.4pt'> as of December 31, 2015 </td> <td width="174" valign="top" style='width:130.5pt;padding:0in 5.4pt 0in 5.4pt'> USD 1 : EUR 0.9152 </td> </tr> <tr align="left"> <td width="317" valign="top" style='width:237.7pt;padding:0in 5.4pt 0in 5.4pt'> as of June 30, 2015 </td> <td width="174" valign="top" style='width:130.5pt;padding:0in 5.4pt 0in 5.4pt'> USD 1 : EUR 0.9014 </td> </tr> <tr align="left"> <td width="317" valign="top" style='width:237.7pt;padding:0in 5.4pt 0in 5.4pt'> July 1 through December 31, 2015 </td> <td width="174" valign="top" style='width:130.5pt;padding:0in 5.4pt 0in 5.4pt'> USD 1 : EUR 0.932 </td> </tr> <tr align="left"> <td width="317" valign="top" style='width:237.7pt;padding:0in 5.4pt 0in 5.4pt'> July 1 through December 31, 2014 </td> <td width="174" valign="top" style='width:130.5pt;padding:0in 5.4pt 0in 5.4pt'> USD 1 : EUR 0.7765 </td> </tr> </table>     </div> <div style='page:WordSection9'> 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 $36,614,356 as of December 31, 2015. The Company incurred a net loss applicable to common stockholders of $435,057 during the six months ended December 31, 2015 and used cash in operating activities of $178,143 during the three months ended December 31, 2015. 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 December 31, 2015 the Company had no cash equivalents.   Derivative Liabilities   ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.   The Company assessed the classification of its derivative financial instruments as of December 31, 2015, which consist of convertible instruments and rights to shares of the Companys common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815.       The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when Accounting for Convertible Securities with Beneficial Conversion Features, as those professional standards pertain to Certain Convertible Instruments. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption.   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. </div> <div style='page:WordSection10'>         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 royalty revenue is recognized when the licensee has reported the product sales to the Company. Product royalty 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 December 31, 2015, 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.</div>

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.   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 NOTE PAYABLE, RELATED PARTIES       On March 6, 2015, the Company entered into a note payable with a shareholder for $110,940. The note payable accrues interest at 5 percent per annum, is due on December 31, 2015 and is unsecured.

NOTE 5 CONVERTIBLE NOTE PAYABLE   On May 11, 2015, the Company entered into an unsecured note payable for $50,000 (related to the Equity Purchase Agreement or EPA disclosed in Note 6) due on November 30, 2015 with interest accruing at 10% annually. The note payable was entered into as consideration to the investor for execution of the EPA. Accordingly, the Company recorded $50,000 to Deferred financing costs which will be amortized ratably over the period ending December 31, 2016. During the period ended December 31, 2015, the Company amortized 10,685 of the deferred financing costs.   On December 9, 2015, the Company agreed to change the terms of the note representing the deferred financing costs, making the note convertible and extending the repayment of the note as due on or before December 31, 2016. The repayment is subject to the convertible features of the note. The creditor has a conversion option allowing it to choose to receive repayment of the stated principal and interest (10% per annum) either in cash or, at the creditors option, in the Companys restricted common stock. If paid in cash the principal repayment is $50,000.   The change in the status of the note from a note payable of $50,000 to a convertible note payable of $50,000, results in an extinguishment of debt wherein a debt discount of $50,000 was recorded. At December 31, 2015, the Company had recognized amortization of debt discount of $2,706, resulting in a debt discount balance of $47,294.   In connection with the change in the status of the note, it was treated as a convertible note. The Company identified embedded derivatives related to the Convertible Promissory Note entered into as of December 9, 2015 and December 31, 2015. These embedded derivatives included certain conversion features, including a variable exercise price calculated by taking 60% the average of the 5 lowest days trading prices in the 20 days leading up to conversion. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note provisions and to adjust the fair value as of each subsequent balance sheet date. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:   <table border="0" cellspacing="0" cellpadding="0" width="100%" style='width:100.0%;border-collapse:collapse'> <tr align="left"> <td width="81%" valign="bottom" style='width:81.96%;background:#CCEEFF;padding:0'> Dividend yield: </td> <td width="1%" valign="bottom" style='width:1.96%;background:#CCEEFF;padding:0'>   </td> <td width="0%" valign="bottom" style='width:.94%;background:#CCEEFF;padding:0'>   </td> <td width="14%" valign="bottom" style='width:14.0%;background:#CCEEFF;padding:0'> 0 </td> <td width="1%" valign="bottom" style='width:1.14%;background:#CCEEFF;padding:0'> % </td> </tr> <tr align="left"> <td width="81%" valign="bottom" style='width:81.96%;background:white;padding:0'> Volatility </td> <td width="1%" valign="bottom" style='width:1.96%;background:white;padding:0'>   </td> <td width="0%" valign="bottom" style='width:.94%;background:white;padding:0'>   </td> <td width="14%" valign="bottom" style='width:14.0%;background:white;padding:0'> 157.93 </td> <td width="1%" valign="bottom" style='width:1.14%;background:white;padding:0'> % </td> </tr> <tr align="left"> <td width="81%" valign="bottom" style='width:81.96%;background:#CCEEFF;padding:0'> Risk free rate: </td> <td width="1%" valign="bottom" style='width:1.96%;background:#CCEEFF;padding:0'>   </td> <td width="0%" valign="bottom" style='width:.94%;background:#CCEEFF;padding:0'>   </td> <td width="14%" valign="bottom" style='width:14.0%;background:#CCEEFF;padding:0'> 0.49 </td> <td width="1%" valign="bottom" style='width:1.14%;background:#CCEEFF;padding:0'> % </td> </tr> </table>   The initial fair value of the derivative liability was $74,650, of which $50,000 was recorded as a debt discount against the $50,000 Convertible Promissory Note. At December 31, 2015 the Company determined a fair value of $47,060 of the embedded derivative resulting in a net gain derivative liability of $2,940.   On December 14, 2015, the Company issued 165,144 shares of common stock valued at $2,973 to pay the accrued interest on the note as interest expense. The change to a convertible note was treated as effective on December 9, 2015 and the value of the stock to be issued was included as accrued expense and interest was charged $4,954 during the quarter, based upon the trading value of the common stock at the date issued.

NOTE 6 CAPITAL STOCK   Preferred Stock  The Company is authorized to issue 10,000,000 shares of preferred stock. No preferred stock has been issued so far. 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.   On May 11, 2015, the Company entered into an equity purchase agreement (the EPA) with an unrelated investor (the Investor). The EPA is a put option contract wherein, at the Companys sole discretion, up to $5,000,000 of common stock may be sold to the Investor for a period of 3 years ending May 2018. Under the terms of the EPA, the Company issued 208,333 shares pursuant to a put notice for $10,000 during the period ending September 30, 2015 (no shares during the year ended June 30, 2015). The put notice yielded $1,500 in cash against 37,037 of the 208,333 shares. In addition to these 37,037 shares, concurrent with the extension of the related $50,000 Convertible Promissory Note (see Note 5), the investor converted $2,973 in accrued interest into 165,144 shares leaving 6,152 shares held by the investor that are receivable by the Company.   During the six months ended December 31, 2015, the Company sold 3,500,000 shares of its common stock for $232,698 in cash proceeds to three individuals at an average price of $0.047 per share.

NOTE 7 INVESTMENT IN JOINT VENTURE AND NOTE PAYABLE   During the six months ended December 31, 2015, the Company sold its interest in the Sastomed joint venture, for $6,977, resulting in a loss of $188,027. The sale of the joint venture terminated the relationship with Sastomed. Accordingly, the note payable of $36,823, which was previously recorded as a related party note payable, is now classified as non-related party note payable. The note payable accrues interest at 4% annum and is due June 8, 2016.

NOTE 8 SUBSEQUENT EVENTS   On February 4, 2016, the Company issued 670,000 shares for cash of $9,990. On January 28, 2016, the Company issued 1,700,000 shares of common stock, for $25,347. On February 4, 2016, the company issued 1,040,000 shares of common stock for $15,500.   In accordance with ASC 855-10, the Companys management has reviewed all material events and there are no additional material subsequent events to report.

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net of discount Accounts receivable, net Entity Central Index Key CASH FLOWS FROM FINANCING ACTIVITIES Related parties accounts payable Tax refunds receivable {1} Tax refunds receivable BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING NET LOSS BEFORE NON-CONTROLLING INTEREST Tax refunds receivable Entity Current Reporting Status Note 1 - Basis of Presentation NON CASH INVESTING AND FINANCING ACTIVITIES Collection of notes receivable, related parties Common stock issued for services BASIC AND DILUTED LOSS PER SHARE Total Other Comprehensive Income NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS Loss before income taxes and non-controlling interest Treasury stock Income Taxes SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Net Cash Provided by Financing Activities Provision for income taxes Total Other Income (Expense) General and administrative Total Stockholders' Equity (Deficit) Total Stockholders' Equity (Deficit) PROPERTY AND EQUIPMENT, Net Prepaid expenses and other assets Document Fiscal Year Focus NET INCREASE (DECREASE) IN CASH NET INCREASE (DECREASE) IN CASH Adjustments to reconcile net loss to net cash used by operating activities: TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT ASSETS Notes GROSS MARGIN GROSS MARGIN STOCKHOLDERS' EQUITY (DEFICIT) Document Fiscal Period Focus Entity Well-known Seasoned Issuer Document Period End Date EFFECTS OF EXCHANGE RATES Total Operating Expenses Total Current Assets Total Current Assets Deferred finance costs Trading Symbol Net Cash Used in Operating Activities CASH FLOWS FROM OPERATING ACTIVITIES OPERATING LOSS OPERATING LOSS TOTAL ASSETS TOTAL ASSETS Note 8 - Subsequent Events Note 7- Investment in Joint Venture and Note Payable Note 2 - Summary of Significant Accounting Policies Net Cash Used in Investing Activities Foreign currency translation adjustments REVENUES {1} REVENUES Accounts payable and accrued expenses Cash Entity Public Float Trade accounts receivable Common stock issued for accrued interest Less: Net loss attributable to non-controlling interest REVENUES Note 4 - Note Payable, Related Parties Note 3 - Commitments and Contingencies Loss on sale of interest in joint venture Other Assets {1} Other Assets Entity Filer Category Note 5 - Convertible Note Payable Total Current Liabilities Total Current Liabilities Deferred finance costs - noncurrent ASSETS Document Type CASH PAID FOR: Accounts payable and accrued expenses {1} Accounts payable and accrued expenses Changes in operating assets and liabilities Interest expense Notes payable Derivative liability CURRENT LIABILITIES LIABILITIES AND STOCKHOLDERS' EQUITY Entity Voluntary Filers Amendment Flag Entity Registrant Name Interest CASH FLOWS FROM INVESTING ACTIVITIES Prepaid expenses and other current assets OTHER INCOME (EXPENSE) Note payable - related party Proceeds from sale of interest in joint venture COMPREHENSIVE INCOME (LOSS) Related party payables Entity Common Stock, Shares Outstanding Note 6 - Capital Stock Debt Discount on convertible note and related derivative Net loss OTHER COMPREHENSIVE INCOME (LOSS) OPERATING EXPENSES Common stock, no par value; 250,000,000 shares authorized, 151,811,389 and 148,103,056 shares issued and 150,626,657 and 146,918,314 shares outstanding, respectively Preferred stock, no par value; 10,000,000 shares authorized, -0- shares issued and outstanding CASH AT BEGINNING OF PERIOD CASH AT BEGINNING OF PERIOD CASH AT END OF PERIOD Common stock issued for cash Amortization of deferred finance fees Gain on change in derivative liability {1} Gain on change in derivative liability Amortization of debt discount Research and development Accumulated other comprehensive income (loss) Current Fiscal Year End Date Document and Entity Information: EX-101.PRE 10 sgbi-20151231_pre.xml XML 11 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information - USD ($)	6 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Document and Entity Information:
Entity Registrant Name	SANGUI BIOTECH INTERNATIONAL INC
Document Type	10-Q
Document Period End Date	Dec. 31, 2015
Trading Symbol	sgbi
Amendment Flag	false
Entity Central Index Key	0001104280
Current Fiscal Year End Date	--06-30
Entity Common Stock, Shares Outstanding	157,221,503
Entity Public Float		$ 157,221,503
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q2

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Consolidated Balance Sheets - USD ($)	Dec. 31, 2015	Jun. 30, 2015
CURRENT ASSETS
Cash	$ 88,073	$ 17,672
Prepaid expenses and other assets	36,948	37,325
Tax refunds receivable	4,093	16,647
Accounts receivable, net	17,272	455
Deferred finance costs	39,315
Total Current Assets	185,701	72,099
Other Assets
Deferred finance costs - noncurrent		50,000
TOTAL ASSETS	185,701	122,099
CURRENT LIABILITIES
Accounts payable and accrued expenses	292,244	142,787
Related party payables	29,142	121,637
Derivative liability	47,060
Convertible notes payable - net of discount	2,706	50,000
Notes payable	36,823	36,569
Note payable - related party	110,940	110,940
Total Current Liabilities	518,915	461,933
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, no par value; 250,000,000 shares authorized, 151,811,389 and 148,103,056 shares issued and 150,626,657 and 146,918,314 shares outstanding, respectively	32,168,398	31,932,726
Additional paid-in capital	4,621,430	4,621,430
Treasury stock	(339,387)	(339,387)
Accumulated other comprehensive income (loss)	412,900	169,589
Accumulated deficit	(36,614,356)	(36,160,646)
Total Stockholders' Equity (Deficit)	(333,214)	(339,834)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 185,701	$ 122,099

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Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014
REVENUES
REVENUES	$ 15,385	$ 31,166	$ 26,856	$ 104,906
COST OF SALES	144	158	229	398
GROSS MARGIN	15,241	31,008	26,627	104,508
OPERATING EXPENSES
Research and development	1,455	41,874	35,507	134,977
General and administrative	101,950	162,836	240,710	351,278
Total Operating Expenses	103,405	204,710	276,217	486,255
OPERATING LOSS	(88,164)	(173,702)	(249,590)	(381,747)
OTHER INCOME (EXPENSE)
Gain on change in derivative liability	2,940		2,940
Amortization of debt discount	(2,706)		2,706
Interest expense	(14,926)	(902)	(16,327)	(1,811)
Loss on sale of interest in joint venture	(188,027)		188,027
Total Other Income (Expense)	(202,719)	(902)	(204,120)	(1,811)
Loss before income taxes and non-controlling interest	(290,883)	(174,604)	(453,710)	(383,558)
NET LOSS BEFORE NON-CONTROLLING INTEREST	(290,883)	(174,604)	(453,710)	(383,558)
Less: Net loss attributable to non-controlling interest	(6,154)	(12,844)	(18,653)	(27,630)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	(284,729)	(161,760)	(435,057)	(355,928)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments	250,218	5,263	243,311	6,930
Total Other Comprehensive Income	250,218	5,263	243,311	6,930
COMPREHENSIVE INCOME (LOSS)	$ (40,665)	$ (169,341)	$ (210,399)	$ (376,628)
BASIC AND DILUTED LOSS PER SHARE	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	150,450,626	144,803,490	149,736,400	143,975,360

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Consolidated Statements of Cash Flows - USD ($)	3 Months Ended	6 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2015	Dec. 31, 2015	Dec. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$ (453,057)	$ (383,558)
Adjustments to reconcile net loss to net cash used by operating activities:
Gain on change in derivative liability		(2,940)
Amortization of deferred finance fees	$ 10,685	$ 10,685
Common stock issued for services			24,192
Common stock issued for accrued interest	2,973	2,973
Amortization of debt discount	$ (2,706)	$ 2,706
Loss on sale of interest in joint venture	(188,027)	188,027
Changes in operating assets and liabilities
Trade accounts receivable		(16,860)	$ (37,055)
Prepaid expenses and other current assets		(120)	27,627
Tax refunds receivable		12,329	25,533
Accounts payable and accrued expenses		152,165	3,225
Related parties accounts payable		(92,128)	21,296
Net Cash Used in Operating Activities		(178,143)	(318,740)
CASH FLOWS FROM INVESTING ACTIVITIES
Collection of notes receivable, related parties			32,196
Proceeds from sale of interest in joint venture		6,977
Net Cash Used in Investing Activities		$ 6,977	$ 32,196
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash		232,698	280,942
Proceeds from notes payable- related party		$ 77
Net Cash Provided by Financing Activities		232,775	$ 280,942
EFFECTS OF EXCHANGE RATES		8,869	460
NET INCREASE (DECREASE) IN CASH		70,401	(5,142)
CASH AT BEGINNING OF PERIOD		17,672	98,148
CASH AT END OF PERIOD	$ 88,073	88,073	93,006
CASH PAID FOR:
Interest			$ 1,811
NON CASH INVESTING AND FINANCING ACTIVITIES
Debt Discount on convertible note and related derivative		$ 50,000

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Note 1 - Basis of Presentation

6 Months Ended

Dec. 31, 2015

Notes

Note 1 - Basis of Presentation

NOTE 1 - BASIS OF PRESENTATION

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Note 2 - Summary of Significant Accounting Policies

6 Months Ended

Dec. 31, 2015

Notes

Note 2 - Summary of Significant Accounting Policies

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Consolidation

Foreign Currency Translation

as of December 31, 2015	USD 1 : EUR 0.9152
as of June 30, 2015	USD 1 : EUR 0.9014
July 1 through December 31, 2015	USD 1 : EUR 0.932
July 1 through December 31, 2014	USD 1 : EUR 0.7765

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Risk and Uncertainties

Going Concern

Cash and Cash Equivalents

Derivative Liabilities

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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

Basic and Diluted Earnings (Loss) Per Common Share

Comprehensive Income (Loss)

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Note 3 - Commitments and Contingencies

6 Months Ended

Dec. 31, 2015

Notes

Note 3 - Commitments and Contingencies

NOTE 3 - COMMITMENTS AND CONTINGENCIES

Litigation

Indemnities and Guarantees

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Note 4 - Note Payable, Related Parties

6 Months Ended

Dec. 31, 2015

Notes

Note 4 - Note Payable, Related Parties

NOTE 4 – NOTE PAYABLE, RELATED PARTIES

On March 6, 2015, the Company entered into a note payable with a shareholder for $110,940. The note payable accrues interest at 5 percent per annum, is due on December 31, 2015 and is unsecured.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References + Details

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Note 5 - Convertible Note Payable

6 Months Ended

Dec. 31, 2015

Notes

Note 5 - Convertible Note Payable

NOTE 5 – CONVERTIBLE NOTE PAYABLE

Dividend yield:	0	%
Volatility	157.93	%
Risk free rate:	0.49	%

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Note 6 - Capital Stock

6 Months Ended

Dec. 31, 2015

Notes

Note 6 - Capital Stock

NOTE 6 – CAPITAL STOCK

During the six months ended December 31, 2015, the Company sold 3,500,000 shares of its common stock for $232,698 in cash proceeds to three individuals at an average price of $0.047 per share.

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Note 7- Investment in Joint Venture and Note Payable

6 Months Ended

Dec. 31, 2015

Notes

Note 7- Investment in Joint Venture and Note Payable

NOTE 7– INVESTMENT IN JOINT VENTURE AND NOTE PAYABLE

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Note 8 - Subsequent Events

6 Months Ended

Dec. 31, 2015

Notes

Note 8 - Subsequent Events

NOTE 8 – SUBSEQUENT EVENTS

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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