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: September 30,December 31, 2022

     

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.)

              

Bleichenbrücke 9, 20354 Hamburg, Germany

(Address of principal executive offices)

 

 

011-49-40-46093120

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol

Name of exchange on which registered

None

N/A

N/A

 

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 every Interactive Data File required to be submitted 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 such files).

                              Yes [X]       No [   ]


 

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

 

 Large Accelerated Filer   [  ] 

 Accelerated Filer   [  ] 

 

 

 Non-Accelerated Filer   [X] 

 Smaller Reporting Company   ☒

 

 Smaller Reporting Company   ☒

Emerging Growth Company   ☐ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

[  ] 

 

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 November 11, 2022,February 10, 2023, there were 209,955,598 shares of the issuer's Common Stock, no par value, issued and 209,901,842 shares outstanding.



SANGUI BIOTECH INTERNATIONAL, INC.

 

Quarterly Report on Form 10-Q

 

For the Quarterly Period Ended September 30,December 31, 2022

 

 

INDEX

 

PART I – FINANCIAL INFORMATION

 

 

Item 1

Financial Statements

1

Item 2.

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

13

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

16

Item 4.

Controls and Procedures

16

 

 

PART II – OTHER INFORMATION

 

 

Item 1.

Legal Proceedings

18

Item 1A.

Risk Factors

18

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

18

Item 3.

Defaults Upon Senior Securities

18

Item 5.

Other Information

18

Item 6.

Exhibits

18

 


ii



PART I - FINANCIAL INFORMATION

 

Item 1 - Financial Statements

 

    The accompanying unaudited condensed 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 September 30,December 31, 2022, and the audited consolidated balance sheet as of June 30, 2022, our unaudited condensed consolidated statements of operations and comprehensive loss for the three-monththree and six-month period ended September 30,December 31, 2022, and 2021, our unaudited condensed consolidated statements of stockholders’ deficit for the three-month periodthree and six-month periods  ended September 30,December 31, 2022, and 2021 and our unaudited condensed consolidated statements of cash flows for the three-monthsix-month period ended September 30,December 31, 2022, and 2021 are attached hereto.




SANGUI BIOTECH INTERNATIONAL, INC.

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

June 30,

 

2022

 

2022

 

 

 

 

 

unaudited

 

 

 

CURRENT ASSETS 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash 

$

6,699 

 

$

30,469 

 

Prepaid expenses and other assets

 

6,763 

 

 

11,822 

 

Tax refunds receivable 

 

- 

 

 

1,979 

 

Accounts receivable, net

 

47,830 

 

 

13,312 

 

Note receivable, related party

 

11,837 

 

 

10,127 

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

73,129 

 

 

67,709 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

167 

 

 

358 

 

Operating lease right-of-use asset

 

54,170 

 

 

62,721 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 $

127,466 

   

$

130,788 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

LIABILITIES 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

149,733  

 

$

128,385  

 

Tax payable 

 

3,880  

 

 

 

 

Accrued interest - related party

 

71,600  

 

 

72,365  

 

Current portion of Note payable

 

10,695  

 

 

11,290  

 

Notes payable - related party

 

660,437  

 

 

707,696  

 

Current portion of operating lease liability

 

14,948  

 

 

15,883  

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

911,293  

 

 

935,619  

 

 

 

 

 

 

 

 

 

 

Operating lease liability, net of current portion

 

34,777  

 

 

41,228  

 

Note payable, net of current portion

 

42,899  

 

 

48,898  

 

 

Total long-term Liabilities

 

77,676  

 

 

90,126  

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

988,969  

 

 

1,025,745  

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' 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 209,955,598 and 209,955,598 shares issued and 209,901,842 and 209,901,842 shares outstanding respectively

 

33,124,956  

 

 

33,124,956  

 

Additional paid-in capital

 

4,513,328  

 

 

4,513,328  

 

Treasury stock, at cost 

 

(19,387) 

 

 

(19,387) 

 

Accumulated other comprehensive income

 

105,120  

 

 

96,600  

 

Accumulated deficit 

 

(37,931,393) 

 

 

(37,954,625) 

 

Total stockholders' deficit 

 

(207,376) 

 

 

(239,128) 

 

Non-controlling interest

 

(654,127) 

 

 

(655,829) 

 

 

 

 

 

 

 

 

 

 

 

Total Stockholders’ Deficit

 

(861,503) 

 

 

(894,957) 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

127,466  

 

$

130,788  

 

 

 

 

 

    

 

 

 

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

SANGUI BIOTECH INTERNATIONAL, INC.

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

June 30,

  

 

2022

 

2022

 

 

 

 

(unaudited)

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash  

$

 9,315

 

$

 30,469

 

Accounts receivable, net

 

 13,521

 

 

 13,312

 

Prepaid expenses and other assets

 

 4,355

 

 

 11,822

 

Tax refunds receivable 

 

 1,359

 

 

 1,979

 

Note receivable, related party

 

 15,918

 

 

 10,127

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 44,468

 

 

 67,709

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 1

 

 

 358

 

Operating lease right-of-use asset

 

 54,587

 

 

 62,721

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

 99,056

 

$

 130,788

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

LIABILITIES 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

155,680 

 

$

128,385 

 

Accrued interest  - related party

 

82,960 

 

 

72,365 

 

Current portion of note payable

 

11,902 

 

 

11,290 

 

Notes payable - related party

 

724,055 

 

 

707,696 

 

Current portion of operating lease liability

 

16,168 

 

 

15,883 

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

990,765 

 

 

935,619 

 

 

 

 

 

 

 

 

 

 

Operating lease liability, net of current portion

 

34,412 

 

 

41,228 

 

Note payable, net of current portion

 

43,989 

 

 

48,898 

 

 

Total long-term Liabilities

 

78,401 

 

 

90,126 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

1,069,166 

 

 

1,025,745 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' 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

209,955,598 and 209,955,598 shares issued and

209,901,842 and 209,901,842 shares outstanding respectively

 

33,124,956 

 

 

33,124,956 

 

Additional paid-in capital

 

4,513,328 

 

 

4,513,328 

 

Treasury stock, at cost

 

 

(19,387)

 

 

(19,387)

 

Accumulated other comprehensive income

 

99,852 

 

 

96,600 

 

Accumulated deficit

 

 

(38,033,682)

 

 

(37,954,625)

 

Total stockholders' deficit

 

 

(314,933)

 

 

(239,128)

 

Non-controlling interest

 

(655,177)

 

 

(655,829)

 

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Deficit

 

(970,110)

 

 

(894,957)

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

99,056 

 

$

130,788 

 

 

 

 

 

    

 

 

 

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




SANGUI BIOTECH INTERNATIONAL, INC.

SANGUI BIOTECH INTERNATIONAL, INC.

SANGUI BIOTECH INTERNATIONAL, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Condensed Consolidated Statements of Operations and Comprehensive Loss

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

(unaudited)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

For the Three Months Ended

 

For the Six Months Ended

 

 

September 30,

 

December 31,

 

December 31,

 

 

2022

 

2021

 

2022

 

2021

 

2022

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

REVENUES

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

 

License revenues

 

$

41,029 

 

 $

18,560  

License revenues

$

10,627 

 

$

22,172 

 

$

51,656 

 

$

40,732 

TOTAL REVENUES

TOTAL REVENUES

 

 

41,029 

 

 

18,560  

TOTAL REVENUES

 

10,627 

 

 

22,172 

 

 

51,656 

 

 

40,732 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

OPERATING EXPENSES

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

2,343 

 

2,827  

Research and development

 

1,656 

 

 

1,672 

 

 

3,999 

 

 

4,499 

Professional fees

 

 

42,874 

 

43,762  

Professional fees

 

27,683 

 

 

28,847 

 

 

70,557 

 

 

72,609 

General and administrative

 

 

11,843 

 

15,312  

General and administrative

 

8,602 

 

 

11,160 

 

 

20,445 

 

 

26,472 

Depreciation and amortization

 

 

171 

 

202  

Depreciation and amortization

 

173 

 

 

195 

 

 

344 

 

 

397 

Total Operating Expenses

Total Operating Expenses

 

 

57,231 

 

 

62,103  

Total Operating Expenses

 

38,114 

 

 

 41,874

 

 

 95,345

 

 

 103,977

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

OPERATING LOSS

 

 

(16,202)

 

 

(43,543) 

OPERATING LOSS

 

(27,487)

 

 

 (19,702)

 

 

 (43,689)

 

 

 (63,245)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

Gain on foreign exchange

 

 

46,196 

 

20,333  

Gain on foreign exchange

 

(70,766)

 

 

14,253 

 

 

(24,570)

 

 

34,586 

Interest expense

 

 

(5,060)

 

(4,707) 

Interest expense

 

(5,086)

 

 

(4,712)

 

 

(10,146)

 

 

(9,419)

Total other income

 

 

41,136 

 

 

15,626  

Total other income (loss)

Total other income (loss)

 

(75,852)

 

 

 9,541

 

 

 (34,716)

 

 

 25,167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) BEFORE INCOME TAXES AND NON-CONTROLLING INTEREST

 

 

24,934 

 

 

(27,917) 

NET LOSS BEFORE INCOME TAXES AND NON-CONTROLLING INTEREST

NET LOSS BEFORE INCOME TAXES AND NON-CONTROLLING INTEREST

 

(103,339)

 

 

 (10,161)

 

 

 (78,405)

 

 

 (38,078)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST

 

 

24,934 

 

 

(27,917) 

NET LOSS BEFORE NON-CONTROLLING INTEREST

NET LOSS BEFORE NON-CONTROLLING INTEREST

 

(103,339)

 

 

 (10,161)

 

 

 (78,405)

 

 

 (38,078)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Net loss attributable to non-controlling interest

 

 

(1,702)

 

1,008  

Less: Net loss attributable to non-controlling interest

 

1,050 

 

 

76 

 

 

(652)

 

 

1,084 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS

 

$

23,232 

 

$

(26,909) 

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

$

(102,289)

 

$

 (10,085)

 

 

 (79,057)

 

 

 (36,994)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE LOSS

OTHER COMPREHENSIVE LOSS

 

 

 

 

 

OTHER COMPREHENSIVE LOSS

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

8,520 

 

(492) 

Foreign currency translation adjustments

 

(5,268)

 

 

(441)

 

 

3,252 

 

 

(933)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME (LOSS)

 

$

33,454 

 

$

(28,409) 

COMPREHENSIVE LOSS

COMPREHENSIVE LOSS

$

(108,607)

 

$

 (10,602)

 

 

 (75,153)

 

 

 (39,011)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER SHARE

 

$

0.00 

 

$

(0.00) 

BASIC AND DILUTED LOSS PER SHARE

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

$

(0.00)

BASIC AND DILUTED WEIGHTED AVERAGE

 

 

 

 

 

BASIC AND DILUTED WEIGHTED AVERAGE

 

 

 

 

 

 

 

 

 

 

 

NUMBER OF SHARES OUTSTANDING

 

 

209,955,598 

 

 

207,590,006  

NUMBER OF SHARES OUTSTANDING

 

209,955,598 

 

 

203,355,598 

 

 

209,955,598 

 

 

207,771,814 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

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

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




SANGUI BIOTECH INTERNATIONAL, INC.

Condensed Consolidated Statements of Stockholders' Deficit

(unaudited)

Three-Month Period Ended September 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

Other

 

Non-

 

 

 

 

 

 

 

Common Stock

 

Paid-In

 

Treasury

 

Comprehensive

 

controlling

 

Accumulated

 

 

 

Shares

 

Amount

 

Capital

 

Stock

 

Income

 

Interest

 

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, July 1, 2022

 209,955,598

 

$

 33,124,956

 

$

 4,513,328

 

$

 (19,387)

 

$

 96,600

 

$

 (655,829)

 

$

 (37,954,625)

 

$

 (894,957)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency translation adjustment

 -

 

 

 -

 

 

 -

 

 

 - 

 

 

 8,520

 

 

 - 

 

 

 - 

 

 

 8,520 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 -

 

 

 -

 

 

 -

 

 

 - 

 

 

 -

 

 

 1,702 

 

 

 23,232 

 

 

 24,934 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance September 30, 2022

 209,955,598

 

$

 33,124,956

 

$

 4,513,328

 

$

 (19,387)

 

$

 105,120

 

$

 (654,127)

 

$

 (37,931,393)

 

$

 (861,503)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

SANGUI BIOTECH INTERNATIONAL, INC.

Condensed Consolidated Statements of Stockholders' Deficit

(unaudited)

Three-Month Period Ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

Other

 

Non-

 

 

 

 

 

 

 

Common Stock

 

Paid-In

 

Treasury

 

Comprehensive

 

controlling

 

Accumulated

 

 

 

Shares

 

Amount

 

Capital

 

Stock

 

Income

 

Interest

 

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, July 1, 2021

 206,955,598

 

$

 33,088,176

 

$

 4,513,328

 

$

 (19,387)

 

$

 89,670 

 

$

 (651,797)

 

$

 (37,895,315)

 

 

 (875,325)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 1,000,000

 

 

 11,867

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 11,867 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency translation adjustment

 -

 

 

 -

 

 

 -

 

 

 - 

 

 

 (492)

 

 

 - 

 

 

 - 

 

 

 (492)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 -

 

 

 -

 

 

 -

 

 

 - 

 

 

 - 

 

 

 (1,008)

 

 

 (26,909)

 

 

 (27,917)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance September 30, 2021

 207,955,598

 

$

 33,100,043

 

$

 4,513,328

 

$

 (19,387)

 

$

 89,178 

 

$

 (652,805)

 

$

 (37,922,224)

 

$

 (891,867)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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




SANGUI BIOTECH INTERNATIONAL, INC.

 

Condensed Consolidated Statements of Cash Flows

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

 

 

 

September 30,

 

  

2022

 

2021

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net income (loss)

$

             24,934

 

$

           (27,917)

 

 

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

  used by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

                  171

 

 

                  202

 

 

 

Foreign currency exchange transactions

 

           (46,196)

 

 

           (20,333)

 

 

 

Amortization of Right-of-use asset

 

               4,489

 

 

             (5,358)

 

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Trade accounts receivable

 

           (36,436)

 

 

             (6,024)

 

 

 

Prepaid expenses and other current assets

 

               4,614

 

 

             (6,411)

 

 

 

Tax refunds receivable

 

               1,901

 

 

             (1,705)

 

 

 

Tax payable

 

               3,993

 

 

                    -   

 

 

 

Accounts payable and accrued expenses

 

             20,685

 

 

             14,699

 

 

 

Related party advances

 

             (2,456)

 

 

               3,573

 

 

 

Related party accounts payable

 

               2,287

 

 

               3,751

 

 

 

Operating lease liability

 

             (3,675)

 

 

               6,070

 

 

 

 

Net Cash Used in Operating Activities

 

           (25,689)

 

 

           (39,453)

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from related party note payable

 

                    -   

 

 

             11,880

 

 

 

Proceeds from common stock issued for cash

 

                    -   

 

 

             11,867

 

 

 

Repayment of note payable

 

             (2,650)

 

 

                    -   

 

 

 

 

Net Cash Provided by Financing Activities

 

             (2,650)

 

 

             23,747

 

 

 

 

 

 

 

 

 

 

 

EFFECTS OF EXCHANGE RATES ON CASH

 

               4,569

 

 

                (650)

 

 

 

 

 

 

 

 

 

 

 

 

NET CHANGES IN CASH

   

           (23,770)

 

   

           (16,356)

 

 

CASH AT BEGINNING OF PERIOD

   

             30,469

 

    

             29,768

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

               6,699

 

$

             13,412

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

 

 

 

 

 

Interest

$

                  842

 

$

                    -   

 

 

 

 

 

 

 

 

 

 

 

 

NON - CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Initial Right of use operating lease assets

$

                    -   

 

$

             24,764

 

 

 

Initial Right of operating liabilities

$

                    -   

 

$

             13,931

 

 

 

 

 

 

 

 

 

 

 

 

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

SANGUI BIOTECH INTERNATIONAL, INC.

Condensed Consolidated Statements of Stockholders' Deficit

(unaudited)

Three-Month Period Ended December 31, 2022

Accumulated

Additional

Other

Non-

Common Stock

Paid-In

Treasury

Comprehensive

controlling

Accumulated

Shares

Amount

Capital

Stock

Income (Loss)

Interest

Deficit

Total

Balance October 1, 2022

209,955,598

33,124,956

4,513,328

(19,387)

105,120 

(654,127)

(37,931,393)

(861,503)

Currency translation adjustment

-

-

-

(5,268)

(5,268)

Net income (loss)

-

-

-

(1,050)

(102,289)

(103,339)

Balance December 31, 2022

209,955,598

$

33,124,956

$

4,513,328

$

(19,387)

$

99,852 

$

(655,177)

$

(38,033,682)

(970,110)

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

SANGUI BIOTECH INTERNATIONAL, INC.

Condensed Consolidated Statements of Stockholders' Deficit

(unaudited)

Six-Month Period Ended December 31, 2022

Accumulated

Additional

Other

Non-

Common Stock

Paid-In

Treasury

Comprehensive

controlling

Accumulated

Shares

Amount

Capital

Stock

Income

Interest

Deficit

Total

Balance, July 1, 2022

209,955,598

33,124,956

4,513,328

(19,387)

96,600

(655,829)

(37,954,625)

(894,957)

Currency translation adjustment

-

-

-

3,252

3,252 

Net income (loss)

-

-

-

-

652 

(79,057)

(78,405)

Balance December 31, 2022

209,955,598

$

33,124,956

$

4,513,328

$

(19,387)

$

99,852

$

(655,177)

$

(38,033,682)

(970,110)

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




SANGUI BIOTECH INTERNATIONAL, INC.

Condensed Consolidated Statements of Stockholders' Deficit

(unaudited)

Three-Month Period Ended December 31, 2021

Accumulated

Additional

Other

Non-

Common Stock

Paid-In

Treasury

Comprehensive

controlling

Accumulated

Shares

Amount

Capital

Stock

Income (Loss)

Interest

Deficit

Total

Balance October 1,  2021

207,955,598

33,100,043

4,513,328

(19,387)

89,178 

(652,805)

(37,922,224)

(891,867)

Currency translation adjustment

-

-

-

(441)

(441)

Net income (loss)

-

-

-

(76)

(10,085)

(10,161)

Balance December 31, 2021

207,955,598

$

33,100,043

$

4,513,328

$

(19,387)

$

88,737 

$

(652,881)

$

(37,932,309)

(902,469)

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

SANGUI BIOTECH INTERNATIONAL, INC.

Condensed Consolidated Statements of Stockholders' Deficit

(unaudited)

Six-Month Period Ended December 31, 2021

Accumulated

Additional

Other

Non-

Common Stock

Paid-In

Treasury

Comprehensive

controlling

Accumulated

Shares

Amount

Capital

Stock

Income

Interest

Deficit

Total

Balance, July 1, 2021

206,955,598

33,088,176

4,513,328

(19,387)

89,670 

(651,797)

(37,895,315)

(875,325)

Common stock issued for cash

1,000,000

11,867

-

11,867 

Currency translation adjustment

-

-

-

(933)

(933)

Net income (loss)

-

-

-

(1,084)

(36,994)

(38,078)

Balance December 31, 2021

207,955,598

$

33,100,043

$

4,513,328

$

(19,387)

$

88,737 

$

(652,881)

$

(37,932,309)

(902,469)

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




SANGUI BIOTECH INTERNATIONAL, INC.

 

Condensed Consolidated Statements of Cash Flows

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended

 

 

 

 

 

December 31,

 

  

2022

 

2021

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net loss 

$

(78,405) 

 

$

(38,078) 

 

 

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

  used by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

344  

 

 

397  

 

 

 

Foreign currency exchange transactions

 

24,570  

 

 

(34,586) 

 

 

 

Amortization of right-of-use asset

 

9,053  

 

 

(9,394) 

 

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Trade accounts receivable

 

93  

 

 

(10,905) 

 

 

 

Prepaid expenses and other current assets

 

7,471  

 

 

(18,941) 

 

 

 

Tax refunds receivable

 

628  

 

 

2,240  

 

 

 

Accounts payable and accrued expenses

 

14,788  

 

 

5,878  

 

 

 

Related party advances

 

(5,248) 

 

 

5,840  

 

 

 

Related party accounts payable

 

13,333  

 

 

8,112  

 

 

 

Operating lease liability

 

(7,416) 

 

 

11,093  

 

 

 

 

Net Cash Used in Operating Activities

 

(20,789) 

 

 

(78,344) 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from related party note payable

 

 

 

 

46,445  

 

 

 

Proceeds from common stock issued for cash

 

 

 

 

11,867  

 

 

 

Repayment of note payable

 

(5,373) 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

(5,373) 

 

 

58,312  

 

 

 

 

 

 

 

 

 

 

 

EFFECTS OF EXCHANGE RATES ON CASH

 

5,008  

 

 

(1,464) 

 

 

 

 

 

 

 

 

 

 

 

 

NET CHANGES IN CASH

   

(21,154) 

 

   

(21,496) 

 

 

CASH AT BEGINNING OF PERIOD

   

30,469  

 

   

29,768  

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

9,315  

 

$

8,272  

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

 

 

 

 

 

Interest

$

1,678  

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

NON - CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Initial Right of use operating lease assets

$

 

 

$

24,764  

 

 

 

Initial Right of operating liabilities

$

 

 

$

13,931  

 

 

 

 

 

 

 

 

 

 

 

 

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



SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

September 30,December 31, 2022 and June 30, 2022

(Unaudited)


NOTE 1 - BASIS OF PRESENTATION

 

The accompanying condensed consolidated financial statements have been prepared without audit in accordance with accounting principles generally accepted in the United States of America and rules of the Securities Exchange Commission 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 condensed 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, 2022. 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-monthsix-month period ended September 30,December 31, 2022, are not necessarily indicative of the results that may be expected for the full fiscal year ending June 30, 2023.

 

In December 2019, COVID-19 emerged and has subsequently spread worldwide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus. At the present time, it is not clear how long this crisis will last and what extent it will take. The highest priority for the Company is the health of employees and business partners. The Company’s main product is affected by the restrictions currently in place around the world. The global restrictions drastically limit our sales activities. Therefore, the license revenue the Company anticipated is not, and for the foreseeable future, will not be received at the levels as planned. The Company is in close contact with its licensee who is responsible for all distribution. Both the Company and its licensee assume that the desired growth of sales will be resumed after the pandemic has been overcome and restrictions are lessened. Prior to the pandemic, the Company had essentially been financed through the sale of shares or by loans from related parties. These financing options are still available to the Company during the COVID-19 crisis.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Nature of Business

 

Sangui Biotech International, Inc., (Sangui or the Company) was incorporated in Colorado in 1995 and conducts business through its 90% owned subsidiary, Sangui BioTech GmbH (Sangui GmbH) and its 99.8% owned subsidiary Sangui Know-how und Patentverwertungsgesellschaft mbH & Co. KG (Sangui KG). Sangui GmbH, which is headquartered in Hamburg, Germany, is engaged in the development of artificial oxygen carriers (external applications of hemoglobin, blood substitutes and blood additives) as well as in the development, marketing and sales of cosmetics and wound management products. Sangui KG is a limited partnership that holds the license rights under the various agreements that the Company enters into from time to time.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company, Sangui BioTech GmbH and Sangui KG. All intercompany accounts and transactions have been eliminated in consolidationconsolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the respective reporting period. As future events and their effects cannot be determined with precision, actual results could differ from those estimates. Significant estimates made by management are, among others, the realization of receivables, inventories, long-lived assets, and valuation allowance on deferred tax assets. Due to the current dependence of Sangui on the revenue from the license agreement with Mölnlycke Health Care GmbH, management places the highest priority on the sales development in this area in order to be able to



SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2022 and June 30, 2022

(Unaudited)


recognize potential risks in good time and to take appropriate measures if necessary. These measures include regular and ad hoc discussions with the licensee about its planned business development.



SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2022 and June 30, 2022

(Unaudited)


 

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 loss and accumulated in a separate component of stockholders' equity (deficit). Income and expenses are translated at average exchange rates for the period.

 

Exchanges rates used for the preparation of the consolidated balance sheet as of September 30,December 31, 2022, and June 30, 2022, and our unaudited consolidated statements of operations for the three-monthsix-month periods ended September 30,December 31, 2022 and 2021, were calculated as follows:

 

as of September 30,December 31, 2022

1.0220500.932250

as of September 30,December 31, 2021

0.8640450.878975

July 1, 2022 through September 30,December 31, 2022

0.9928320.986978

July 1, 2021 through September 30,December 31, 2021

0.8482070.861343

 

The Company accounts for the transactions denominated in foreign currencies in the Parent Company’s books as transaction gains (losses) recognized in Other Income.

 

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 $37,931,393$38,033,682 as of September 30,December 31, 2022. The Company incurred a net incomeloss before non-controlling interest of $24,934$78,405 for the three-monthssix-months ended September 30,December 31, 2022 and used cash in operating activities of $25,689$20,789 during the same three-monthssix-months ended September 30,December 31, 2022. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from issuance of the financial statements. 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.

 

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

September 30, 2022 and June 30, 2022

(Unaudited)


 

Revenue Recognition

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.



SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2022 and June 30, 2022

(Unaudited)


 

The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied.

 

Type of Revenue

 

The Company derives revenue primarily from licensing fees on sales of its wound spray product.

 

The Company recognizes revenue based on the five criteria for revenue recognition established under Topic ASC 606 set forth below.

 

The Company’s licenses provide a right to use and create performance obligations satisfied at a point in time. The Company recognizes revenue from the license when the performance obligation is satisfied through the transfer of the license. The Company will recognize royalty revenue a) when the licensee makes the subsequent sales or use that trigger the royalty, or (b) the performance obligation to which some or all of the sales-based or usage-based royalties has been allocated has been satisfied.

 

Trade Accounts Receivable

 

Accounts receivable are reflected at estimated net realizable value. The Company maintains an allowance for doubtful accounts based upon a variety of factors. The Company reviews all open accounts and provides specific reserves for customer collection issues when it believes a loss is probable. The reserve estimate includes consideration of such factors as the length of time receivables are past due, the financial condition of the customer, and historical experience. The Company also records a reserve for all customers, excluding those that have been specifically reserved for, based upon evaluation of historical losses which exceeded the specific reserves the Company had established. For the three-monthsix-month period ended September 30,December 31, 2022, and 2021, the Company recognized bad debt expense in the amounts of $0 and $0, respectively

 

Basic and Diluted Earnings (Loss) Per Common Share

 

Basic earnings (loss) per common share are 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 September 30,December 31, 2022, the Company had no potentially dilutive securities that would affect the loss per share if they were to be dilutive.

 

Comprehensive Loss

 

Total comprehensive loss represents the net change in stockholders' equity (deficit) 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 loss are limited to the changes in the cumulative foreign currency translation adjustments, which is recorded as components of stockholders' equity (deficit).

 



SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2022 and June 30, 2022

(Unaudited)


Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.



SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2022 and June 30, 2022

(Unaudited)


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.

 

At the time of reporting, no litigation is pending.

 

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.

 

Leases

 

The Company leases office facilities from an unrelated third party at 1,172 Euros per month, which amount includes 187 Euros for sales tax. The office lease contract began in January 2020 and expires June 2026.

 

The Company also leases an automobile under an operating lease. The lease provides for a lease payment of 538 Euros per month that began June 2018 expired May of 2020. The company extended the expired contract until May 2021 and then continued on a month-to-month basis, until a new lease vehicle was available. The monthly leasing rate was 670 Euros for the period from June 2020 to May 2021.

 

The company has signed a leasing contract for a new automobile with a term of 36 months with monthly leasing installments of 338 Euros ($331)363) and an initial deposit of 9,189 Euros ($8,991)9,857) in May 2021. The automobile was delivered in August 2021. The leasing contract that expired in May 2021 was continued until the new automobile was delivered.

 



SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2022 and June 30, 2022

(Unaudited)


The following table reconciles future minimum operating lease payments to the discounted lease liability as of September 30,December 31, 2022:

 

Minimum Lease Payments Under Operating Leases

 

 

Office

 

Automotive

 

Total

Year ending June 30,

 

 

 

 

 

 

2023

 

 6,337 

 

 2,178 

 

 8,515 

2024

 

 12,788 

 

 4,357 

 

 17,145 

2025

 

 13,019 

 

 363 

 

 13,382 

Thereafter

 

 13,255 

 

 - 

 

 13,255 

 

 

 

 

 

 

 

Total Operating Lease Obligations

$

 45,399 

 

 6,898 

 

 52,297 

 

 

 

 

 

 

 

Less: Amount representing imputed interest

$

 (1,603)

 

 (114)

 

 (1,717)

Present Value of minimum lease payments

$

 43,796 

 

 6,784 

 

 50,580 

 

 

 

 

 

 

 

Minimum Lease Payments Under Operating Leases

Office

Automotive

Total

Year ending June 30,

2023

8,619 

2,980 

11,599 

2024

11,665 

3,974 

15,639 

2025

11,875 

331 

12,206 

Thereafter

12,090 

12,090 

Total Operating Lease Obligations

$

44,249 

7,285 

51,534 

Less: Amount representing imputed interest

$

(1,671)

(138)

(1,809)

Present Value of minimum lease payments

$

42,578 

7,147 

49,725 

Weighted average discount rate

 

2%

 

 

 

 

Weighted average remaining term

 

3.473.24

years

 

 

 



SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

December 31, 2022 and June 30, 2022

(Unaudited)


 

License Agreement

 

Pursuant to the contracts dated May 2, 2018, and November 11, 2018, between Sangui GmbH and Sangui KG, respectively, and a former contractor, Sangui KG grants that contractor a license fee on the license income received by Sangui for his previous services as a co-inventor. The license fee is 10% analogously to the remuneration regulation of the German Law on Employee Inventions (ArbnErfG).

 

NOTE 4 – DEBT

 

Notes Payable Related Parties

 

As of September 30,December 31, 2022, the Company had outstanding the following loans payable due to a Company Director:

Date

Loan amount in EURO

Loan amount converted into USD

Interest rate

Interest  in USD

Due

March 06, 2015

100,000

107,267

5%

41,020

June 30, 2022

December 12, 2017

25,000

26,817

2%

2,711

on demand

January 19, 2018

25,000

26,817

2%

2,655

on demand

March 13, 2018

25,000

26,817

2%

2,577

on demand

July 16, 2018

25,000

26,817

2%

2,394

on demand

September 10, 2018

25,000

26,817

2%

2,311

on demand

October 04, 2018

25,000

26,817

2%

2,276

on demand

December 27, 2018

25,000

26,817

2%

2,153

on demand

January 21, 2019

15,000

16,090

2%

1,270

on demand

February 26, 2019

25,000

26,817

2%

2,063

on demand

March 20, 2019

25,000

26,817

2%

2,031

on demand

April 08, 2019

20,000

21,453

2%

1,602

on demand

May 09, 2019

30,000

32,180

2%

2,349

on demand

June 21, 2019

30,000

32,180

2%

2,273

on demand

September 17, 2019

20,000

21,453

2%

1,412

on demand

October 04, 2019

20,000

21,453

2%

1,392

on demand

October 30, 2019

20,000

21,453

2%

1,361

on demand

January 08, 2020

10,000

10,727

2%

639

on demand

February 20, 2020

10,000

10,727

2%

614

on demand

March 06, 2020

15,000

16,090

2%

908

on demand

April 01, 2020

10,000

10,727

2%

590

on demand

May 05, 2020

15,000

16,090

2%

855

on demand

June 10, 2020

10,000

10,727

2%

549

on demand

July 27, 2020

10,000

10,727

2%

521

on demand

September 07, 2020

10,000

10,727

2%

497

on demand

September 21, 2020

10,000

10,727

2%

488

on demand

October 09, 2020

15,000

16,090

2%

717

on demand

December 03, 2020

10,000

10,727

2%

446

on demand

January 05, 2021

10,000

10,727

2%

426

on demand

February 11, 2021

10,000

10,727

2%

404

on demand

March 17, 2021

10,000

10,727

2%

384

on demand

July 29, 2021

10,000

10,727

2%

306

on demand

October 04, 2021

20,000

21,453

2%

533

on demand

December 01, 2021

10,000

10,727

2%

232

on demand

 

 

 

 

 

 

Total

675,000

724,055

 

82,959

 

 

On July 29, 2021, October 04, 2021, and December 01, 2021, a Company Director advanced amounts totaling 40,000 Euros ($39,13742,907 as of September 30,December 31, 2022) to the Company. The loans are due on demand, accrue interest annually at 2% and are unsecured.    

 

As of September 30,December 31, 2022, all notes issued have total interest accrued of $71,600.$82,959.

 

Interest expense for the three-monthsix-month period ended September 30,December 31, 2022, and 2021 was $5,060$8,428 and $4,707,$9,418, respectively.

 

On October 04, 2022, Company Director advanced 13,000 Euros ($12,720) to the Company. The loan was due on demand, accrue interest annually at 2% and was unsecured and repaid in December 2022. As of December 31, 2022, interest of 31Euros ($31) has been accrued.    



SANGUI BIOTECH INTERNATIONAL, INC.

Notes payableto the Condensed Consolidated Financial Statements

December 31, 2022 and June 30, 2022

(Unaudited)


Notes Payable

 

On March 25, 2022, the Company entered into a note for 60,000 Euros ($58,706)64,360) and accrues interest annually at 6.0%.  Interest and principal will be repaid in 60 equal monthly installments of 1,160 Euros starting at the end of April 2022. The last installment is due on March 31, 2027. The loan is secured by the assignment of future receivables from the license agreement relating to the wound spray. The remaining debt as of September 30,December 31, 2022, is 54,77552,104 Euros ($53,594)55,890). Interest expense for the six-month period ended December 31, 2022 was $1,678.

 

On July 01, 2021, the Company received a loan of 1,733 Euros ($1,696)1,859) from a third party. The interest rate is 1.0% p.a. As of September 30, 2022 interest of 4 Euros ($) has been accrued. The capital and accrued interest are to be repaid on June 30, 2023. The loan is unsecured.

 



SANGUI BIOTECH INTERNATIONAL, INC.

Notes toAs of December 31, 2022, interest of 26 Euros ($28) has been accrued. Interest expense for the Condensed Consolidated Financial Statements

September 30,six-month period ended December 31, 2022, and June 30, 20222021 was $9 and $0, respectively.

(Unaudited)


Date

Loan amount in EURO

Loan amount converted into USD

Interest rate

Interest  in USD

Due

March 06, 2015

100,000

97,843

5%

36,183

June 30, 2022

December 12, 2017

25,000

24,461

2%

2,350

on demand

January 19, 2018

25,000

24,461

2%

2,299

on demand

March 13, 2018

25,000

24,461

2%

2,228

on demand

July 16, 2018

25,000

24,461

2%

2,060

on demand

September 10, 2018

25,000

24,461

2%

1,985

on demand

October 04, 2018

25,000

24,461

2%

1,953

on demand

December 27, 2018

25,000

24,461

2%

1,840

on demand

January 21, 2019

15,000

14,676

2%

1,084

on demand

February 26, 2019

25,000

24,461

2%

1,758

on demand

March 20, 2019

25,000

24,461

2%

1,729

on demand

April 08, 2019

20,000

19,569

2%

1,363

on demand

May 09, 2019

30,000

29,353

2%

1,994

on demand

June 21, 2019

30,000

29,353

2%

1,925

on demand

September 17, 2019

20,000

19,569

2%

1,189

on demand

October 04, 2019

20,000

19,569

2%

1,171

on demand

October 30, 2019

20,000

19,569

2%

1,143

on demand

January 08, 2020

10,000

9,784

2%

534

on demand

February 20, 2020

10,000

9,784

2%

511

on demand

March 06, 2020

15,000

14,676

2%

754

on demand

April 01, 2020

10,000

9,784

2%

489

on demand

May 05, 2020

15,000

14,676

2%

706

on demand

June 10, 2020

10,000

9,784

2%

451

on demand

July 27, 2020

10,000

9,784

2%

426

on demand

September 07, 2020

10,000

9,784

2%

404

on demand

September 21, 2020

10,000

9,784

2%

396

on demand

October 09, 2020

15,000

14,676

2%

580

on demand

December 03, 2020

10,000

9,784

2%

357

on demand

January 05, 2021

10,000

9,784

2%

339

on demand

February 11, 2021

10,000

9,784

2%

320

on demand

March 17, 2021

10,000

9,784

2%

301

on demand

July 29, 2021

10,000

9,784

2%

229

on demand

October 04, 2021

20,000

19,569

2%

387

on demand

December 01, 2021

10,000

9,784

2%

162

on demand

 

 

 

 

 

 

Total

675,000

660,437

 

71,600

 

 

NOTE 5 – STOCKHOLDERS’ DEFICITDEFICT

 

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

 



SANGUI BIOTECH INTERNATIONAL, INC.

Notes to the Condensed Consolidated Financial Statements

September 30, 2022 and June 30, 2022

(Unaudited)


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. As of September 30,December 31, 2022, and June 30, 2022, the Company had 209,955,598 and 209,955,598 shares of common stock issued and 209,901,842 and 209,901,842 shares outstanding, respectively.

 

Treasury Stock - The Company holds 53,756 of its common stock as treasury stock, which is recorded at $19,387 as of September 30,December 31, 2022.

 

NOTE 6 – SUBSEQUENT EVENTS

Subsequent to September 30, 2022, a Company Director advanced 13,000 Euros ($12,720) to the Company. The loans are due on demand, accrues interest annually at 2% and are unsecured.

On October 31, 2022,  the Company was notified by the OTC Markets Group (the “OTC”) that the OTC had determined to commence proceedings to delist its common stock (the “Common Stock”) from the OTCQB as a result of the Company’s failure to comply with the continued listing standard set forth in the OTCQB Standards, Section 2.3(2) which states that the company must “maintain proprietary priced quotations published by a Market Maker in OTC Link with a minimum closing bid price of $.01 per share on at least one of the prior thirty consecutive calendar days.”

On November 2, 2022, the Company’s Common Stock was automatically be moved down to, and was available to immediately trade, on the Pink Market, which is also operated by OTC Markets Group Inc. The Company will continue to be traded under the symbol “SGBI,” and the Company intends to remain current in its Security and Exchange Commission public reporting requirements following the transfer to the Pink Market.

 

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 andand Analysis ofof Financial Condition andand Results ofof 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 being distributed by SastoMed GmbH (Sastomed), a former joint venture company in which we had 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.

Sangui GmbH holds distribution rights for our Chitoskin wound pads for the European Union and various other countries. Additionally, 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

 

Sangui 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.

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.

 

Our most promising potential product in the area of artificial oxygen carriers, the blood additive, is still in an early development stage. In the pursuit of these projects, we will need to obtain substantial additional capital to continue their development. As the Company has limited financial resources, we have suspended this project




temporarily in order to focus our attention on our chronic wound research and the products developed in conjunction with their treatment.

 

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.

 

In response, we developed nano-emulsion based cosmetic preparations that in their design are able to help support regeneration of the skin by improving its oxygen supply. Our line of cosmetic products was thoroughly tested by an independent research institute and received top marks for skin moisturizing, and enhanced skin elasticity, respectively. However, sales of this series remained at low levels and during the first quarter of the 2016 financial year we decided to decrease 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. Sangui GmbH holds various distribution rights for our Chitoskin wound pads, and 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

 

Sangui 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, the wound spray product we developed bridges the watery wound surface and permits an enhanced afflux of oxygen to the wound ground.

 

Sangui GmbH has granted SastoMed global distribution rights to this product. Distribution of the wound spray began in the European Union in April 2012 under the brand name “Granulox.”

 

In December 2012, product distribution was initiated in Mexico by Sastomed and their local distribution partner Bio-Mac Pharma. International distribution has been expanded since then through cooperation agreements with local distribution partners in the Benelux countries and South EasternSoutheastern Europe.

 

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

 

On November 13, 2017, the Company announced that Infirst Healthcare Ltd reported that the United States Food and Drug Administration had granted Fast Track designation to Granulox for the treatment of diabetic foot ulcers. It is the first and only hemoglobin spray to receive the Fast-Track designation - a process designed to facilitate the development, and expedite the review of, new therapies to treat serious conditions and fill an unmet medical need.

 

Despite the positive reviews of our product, Granulox sales have become more volatile. We remain confident, however, that SastoMed will be able to considerably increase its sales in conjunction with increased distribution of the product into more international markets.




In December 2010, Sangui GmbH established a joint venture company with SanderStrothmann GmbH of Georgsmarienhuette, Germany, under the name of SastoMed GmbH. This enterprise was in charge of obtaining the CE mark certification authorizing the distribution of one of the Company’s products in the member states of the European Union. Effective December 31, 2015, Sangui GmbH sold its stake in Sastomed GmbH to SanderStrohmann GmbH.

 

On or about June 18, 2018, Sangui GmbH together with Sastomed GmbH founded Sangui Know-How- und Patentverwertungsgesellschaft mbH & Co. KG (“Sangui KG”). Sangui KG is a limited partnership. On June 22, 2018, Sangui KG acquired all the rights in the license agreement made on December 17, 2010, between Sastomed GmbH and Sangui GmbH.

 

Pursuant to the contracts dated May 2, 2018 and November 11, 2018, between Sangui GmbH and Sangui KG, respectively, and a former contractor Sangui KG grants that contractor a license fee on the license income received by Sangui for his previous services as a co-inventor. The license fee is 10% similar to the remuneration regulation of the German Law on Employee Inventions (ArbnErfG).

 

Given the Company’s business strength is primarily in research and product development, we have decided to partner with established distribution entities who license our marketable products, or those products that are close to market entry, for sale to end users. In pursuit of this strategy, we have licensed the most promising product, a hemoglobin based wound spray technology to Sastomed GmbH, a former joint venture of SGBI, for distribution in several European, Latin American and Asian countries. In addition, we are entering the preclinical testing of hemoglobin based artificial oxygen carriers aiming at the remediation of ischemic conditions in human patients.

 

Effective July 27, 2020, Sastomed GmbH was merged with its parent company Mölnlycke Health Care GmbH, Düsseldorf. As a result of the merger, the license agreement between Sastomed GmbH and Sangui Know-How und Patentverwertungsgesellschaft mbH & Co. KG was transferred with all rights and obligations to the Mölnlycke Health Care GmbH.

 

FINANCIAL POSITION

 

During the three-monthssix-months ended September 30,December 31, 2022, our total assets decreased $3,322$31,732 from $130,788 on June 30, 2022 to $127,466$99,056 on September 30,December 31, 2022. An increase in accounts receivablenote receivables, related party of $34,518,$5,791 compensated by a decrease in operating lease right-of-use assets of $ 8,5518,134, a decrease of prepaid expenses and other assets of $7,467 and a decrease of cash of $ 23,77021,154 from June 30, 2022 to September 30,December 31, 2022 were primarily responsible for the decrease in the total assets.

 

We funded our operations primarily through our existing cash reserves and cash received from the issuance notes payables from related parties and third parties. Our stockholders’ deficit decreasedincreased by $33,454$75,153 from ($894,957) on June 30, 2022 to ($861,503)970,110) on September 30,December 31, 2022. The primary factor behind this was net incomeloss attributable to common stockholders of $23,232.$79,057.

 

RESULTS OF OPERATIONS

 

For the three-month period September 30,and six-month periods December 31, 2022, and 2021:

 

REVENUES – ForRevenues reported were $10,627 and $22,172 for the three-months ended September 30,December 31, 2022 and 2021 respectively. For the six-months ended December 31, 2022, and 2021 revenues reported were $41,029$51,656 and $18,560.$40,732. The decrease of $11,545 and the increase of $22,469$10,924 can be traced back to the development in royalties from the licensing agreement with Mölnlycke Heath Care GmbH.

 

RESEARCH AND DEVELOPMENT–Research and development expenses decreased $484by $16 to $2,343$1,656 from $1,672 for the three-month periods ending December 31, 2022, and 2021. Research and development expenses decreased $500 to $3,999 in the first three-monthssix-months of our 2022 financial year from $2,827$4,499 in the comparable period of the previous year. The development is mainly attributed to fees for patents.

 

GENERAL AND ADMINISTRATIVE AND PROFESSIONAL FEES – AccumulatedThe combined accumulated general and administrative expenses and professional fees decreased $4,357$3,722 to $54,717 in$36,285 during the three-month period three-months




ended September 30,December 31, 2022, from $59,074$40,007 in the respective period of the previous year mainly due to lower of costs for cars. Accumulated general and administrative expenses and professional fees decreased $8,079 to $91,002 in the six-month period ended December 31, 2022, from $99,081 in the respective period of the previous year mainly due to lower of costs for cars.




DEPRECIATION AND AMORTIZATION - Depreciation and amortization were $ $171$344 and $202$397 for the three-monthssix-months ended September 30,December 31, 2022 and 2021 respectively.

 

GAIN/LOSS ON FOREIGN EXCHANGE - The three-month period ended September 30,December 31, 2022 shows gainslosses on foreign exchange of $46,196$ -70,766 compared to gains of $20,333$ 14,253 during the respective period of the previous year, hence a change of $25,863.$85,019. The six-month period ended December 31, 2022, shows losses on foreign exchange of $24,570 compared to gains of $34,586 during the respective period of the previous year, hence a change of $59,156. The change is mainly due to the revaluation of notes payables denominated in Euros at the end of each period.

 

INTEREST EXPENSE - Interest expenses for the three-month period ended December 31, 2022 and 2021 increased by $374 to $5,086 from $4,712. For the three-monthssix-months ended September 30,December 31, 2022 and 2021, interest expense increased by $353$727 to $5,060$10,146 from $4,707.$9,419. The increase relatesincreases relate to the increaseincreases of interest-bearing debt financing.

 

NET INCOME (LOSS)LOSS - As a result of the above factors, the net resultloss attributed to common shareholders shows a income of $23,232increased to $102,289 compared to a loss of $26,909$,10,085 for the three-months ended September 30,December 31, 2022 and 2021 and  increased to loss of  $79,057 compared to a loss of $36,994 for the six-months ended December 31, 2022 and 2021 respectively. The loss per share for both periods was $(0.00).

 

Our consolidated net incomeloss before non-controlling interest was $24,934$103,339 or $(0.00) per common share, for the three-months ended September 30,December 31, 2022, compared to $10,161 or $(0.00) per common share, during the comparable period in our 2021 financial year. Our consolidated net loss before non-controlling interest was $78,405 or $(0.00) per common share, for the six-months ended December 31, 2022, compared to a net loss of  $27,917$38,078 or $(0.00) per common share, during the comparable period in our 2022 financial year.

 

LIQUIDITY AND CAPITAL RESOURCES

 

For the three-monthssix-months ended September 30,December 31, 2022, net cash used in operating activities decreased $13,764$57,555 to ($25,689)20,789), compared to ($39,453)78,344) in the corresponding period of the previous year. This is mainly due to the achievement of a profit in the reporting period in contrast to the loss of the comparison period. This effect is partially compensated by effects of foreign currency exchange transactions and trade accounts receivable.receivable partially compensated by

to an increase net loss in the reporting period.

 

We had a working capital deficit of approximately $838,164$946,297 on September 30,December 31, 2022, a decreasean increase of approximately $29,746$78,387 from June 30, 2022.  

 

On September 30,December 31, 2022, compared to June 30, 2022, we had cash of $6,699$9,315 compared to $30,469, prepaid expenses and other assets of $6,763$4,355 compared to $11,822 and accounts receivable of $47,830$13,521 compared $13,312. 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 as defined by §229,10(f)(1) and are not required to provide the information under this item. 

 

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

 

None

 

Item 3 - Defaults Upon Senior Securities

 

None.

  

Item 5 - Other Information

 

Subsequent to the period covered by this report, on October 31, 2022, Sangui BioTech International, Inc. was notified by the OTC Markets Group (the “OTC”) that the OTC had determined to commence proceedings to delist its common stock (the “Common Stock”) from the OTCQB as a result of the Company’s failure to comply with the continued listing standard set forth in the OTCQB Standards, Section 2.3(2) which states that the company must “maintain proprietary priced quotations published by a Market Maker in OTC Link with a minimum closing bid price of $.01 per share on at least one of the prior thirty consecutive calendar days.”  

On November 2, 2022, the Common Stock was automatically moved down to, and was available to immediately trade, on the Pink Market, which is also operated by OTC Markets Group Inc. The Company will continue to be traded under the symbol “SGBI,” and the Company intends to remain current in its Security and Exchange Commission public reporting requirements following the transfer to the Pink Market.None.  

 

Item 6 – Exhibits

 

1.           Financial Statements.  The unaudited condensed consolidated Balance Sheet of Sangui Biotech International, Inc. as of September 30,December 31, 2022 and the audited balance sheet as of June 30, 2022, the unaudited condensed consolidated Statements of Operations for the three-monthsix-month period ended September 30,December 31, 2022 and 2021, the unaudited condensed consolidated Statements of Stockholder’s Deficit three-monthsix-month period ended September 30,December 31, 2022 and 2021, and the unaudited condensed consolidated Statements of Cash Flows for the three-monthsix-month period ended September 30,December 31, 2022 and 2021, 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: NovemberFebruary 10, 20222023

/s/ Thomas Striepe                                               

By: Thomas Striepe 

Chief Executive Officer and Principal Financial Officer 


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