<PAGE>
                 U. S. Securities and Exchange Commission
                         Washington, D. C.  20549


                                FORM 10-QSB


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended June 30, 1997

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 

     For the transition period from                to 
                                    --------------    ---------------

                                     
                       Commission File No. 0-24480


                           SANGUINE CORPORATION    
              (Name of Small Business Issuer in its Charter)


           NEVADA                                        95-4347608 
           ------                                        ----------    
   (State or Other Jurisdiction of                 (I.R.S. Employer I.D. No.)
    incorporation or organization)

                        101 East Green Street, #11
                        Pasadena, California  91105    
                        ---------------------------
                 (Address of Principal Executive Offices)

                Issuer's Telephone Number:  (818) 405-0079


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.

(1)  Yes  X     No                 (2)  Yes  X    No 
         ---     ---                        ---     ---

<PAGE>
             APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                PROCEEDINGS DURING THE PRECEDING FIVE YEARS

                              Not applicable.


                   APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:

                              June 30, 1997

                                20,877,723
                                ----------



                      PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements.

          The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management, and commence on the
following page, together with Related Notes.  In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.

<PAGE>

                           SANGUINE CORPORATION
                       (A Development Stage Company)

                           FINANCIAL STATEMENTS

                               June 30, 1997
                                     &
                              December 31, 
                                   1996
<TABLE>
                           SANGUINE CORPORATION
                       (A Development Stage Company)
                               Balance Sheet
              June 30, 1997 (Unaudited) and December 31, 1996
<CAPTION>
                                             Unaudited 
                                                1997      1996
<S>                                         <C>       <C> 
                                  ASSETS
Current Assets
   Cash                                      $   677   $   672 

Property & Equipment
   Furniture                                   1,464     1,924 
Other Assets
     Refundable Loan Commitment Fee
      (See Note #10)                          10,000    10,000 

          TOTAL ASSETS                       $12,141   $12,596  

                    LIABILITIES & STOCKHOLDERS  EQUITY
Current Liabilities
   Accounts Payable                          $29,173   $25,373 
   Accrued Salaries                          284,000   236,000 
   Accrued Interest Payable                   25,230    22,500 
   Notes Payable                              86,200    69,800 

          Total Current Liabilities          424,603   353,673 

Stockholders  Equity
   Common Stock, Authorized:
     100,000,000 Shares at $0.001 Par 
     Value: 20,877,723 Shares Issued
     & Outstanding                            20,877    20,877 
   Paid In Capital (Quasi-Reorganized 
     March 20, 1994 Deficit Retained 
     Earnings of $2,423,964 Eliminated)      596,942   596,942 
   Retained Earnings Deficit              (1,030,281) (958,896)

          Total Stockholders  Equity        (412,462) (341,077)

          TOTAL LIABILITIES & 
          STOCKHOLDERS  EQUITY               $12,141   $12,596 

</TABLE>
 The accompanying notes are an integral part of these financial statements
<TABLE>
                           SANGUINE CORPORATION
                       (A Development Stage Company)
                         Statements of Operations
          For the Period April 1, 1997 to June 30, 1997 Unaudited
          and the Period April 1, 1996 to June 30, 1996 Unaudited
         and the Period January 1, 1997 to June 30, 1997 Unaudited
         and the Period January 1, 1996 to June 30, 1996 Unaudited
<CAPTION>
                             April     April   January   January 
                           1, 1997   1, 1996   1, 1997    1, 1996
                           to June   to June   to June    to June
                          30, 1997  30, 1996  30, 1997  30, 1996 
<S>                      <C>       <C>       <C>       <C>
Revenues
  Interest Income         $    -0-  $    -0-  $    -0-  $      1 

      Total Revenues           -0-       -0-       -0-         1 
Expenses
  Promotion               $    -0-     2,500       -0-     2,500 
  Depreciation                 230       230       460       460 
  Research & Development     8,500    25,950    40,000    54,451 
  Office Expense             1,779     3,906     3,150     6,747 
  Auto Expense                 270       270       540       540 
  Salaries                   4,500     4,500     9,000     9,000 
  Legal & Professional Fees    875    10,772     3,438    17,573 
  Rent                       4,070     3,979     7,994     6,671 
  Interest Expense           2,791     1,759     5,275     3,301 
  Travel                       -0-     1,318       -0-     1,318 
  Stock Transfer               264       584       344       584 
  Consultant Fees          (12,000)     7,450      -0-    13,250 
  Tax & License              1,184       496     1,184       490 



      Total Expenses        12,463    63,714    71,385   116,885 

      Loss for Period     $(12,463) $(63,714) $(71,385)$(116,884)

      Profit (Loss) Per Share (.00)     (.00)     (.00)     (.00)

   Weighted Average Shares
   Outstanding          20,877,723 19,562,859 20,877,723 19,562,859 
</TABLE>
 The accompanying notes are an integral part of these financial statements
<TABLE>
                           SANGUINE CORPORATION
                       (A Development Stage Company)
                    Statements of Cash Flows Unaudited
                    For the Periods January 1, 1997 
                                   to 
                            June 30, 1997 and 
                    January 1, 1996 to June 30, 1996  
<CAPTION>
                                                June        June 
                                            30, 1997    30, 1996 
<S>                                       <C>         <C>
Cash Flows from Operating Activities
 Net (Loss)                                $ (71,385)  $(116,884)
 Adjustments to Reconcile Net Loss to Net 
  Cash Used by Operations:
   Depreciation                                  460         460 
 Changes in Operating Assets & Liabilities:
  Increase in Accounts Payable                 3,800      48,841 
  Increase in Interest Payable                 2,730       2,730  
  Increase in Accrued Salaries                48,000      48,000 

      Net Cash Flows from 
      Operating Activities                   (16,395)    (16,853)

Cash Flows from Investing 
Activities                                       -0-         -0- 

      Net Cash Used by 
      Investing Activities                       -0-         -0- 
                                                                           
Cash Flows from Financing Activities

 Increase in Notes Payable                    16,400      17,050 

      Net Cash Flows Provided by
      Financing Activities                    16,400      17,050 

      Increase (Decrease) in Cash                  5         197 

      Cash at Beginning of Period                672         712 

      Cash at End of Period                $     677   $     909 

Disclosure for Cash Flows from:
 
 Interest                                  $   5,275   $   3,301 
 Taxes                                           -0-         -0- 
</TABLE>
 The accompanying notes are an integral part of these financial statements

                          SANGUINE CORPORATION
                       Notes to Financial Statements

NOTE #1 - Statement Preparation

     The Company has prepared the accompanying financial statements with
interim financial reporting requirements promulgated by the Securities &
Exchange Commission.  The information furnished reflects all adjustments which
are, in the opinion of management, necessary for a fair presentation of
financial position and results of operations. 

     The financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
1997 10-K report. 

<PAGE>

Item 2.   Management's Discussion and Analysis or Plan of Operation.
--------------------------------------------------------------------

Plan of Operation.
------------------

          The Company has conducted all of its business operations through its
majority owned subsidiary, Sanguine Corporation, a California corporation
("Sanguine California").  Sanguine California is engaged in the development of
a synthetic red blood cell product called "PHER-O2."  The development of this
product presently comprises its sole business operations.  PHER-O2 is composed
of perfluoro-decalin molecules (i.e., synthetic red blood cells), purified
water and a proprietary, synthetic, fluorinated surfactant to hold the
emulsion together.  Perfluoro-decalin has great oxygen-carrying capacity, yet
it can be as much as 900 times smaller than a red blood cell.  Management
believes that PHER-O2 may carry three to four times the oxygen of human blood
per unit volume. This increased oxygen-carrying capacity may make PHER-O2
useful in the treatment of heart attacks, strokes, cancer and other diseases
for which increased oxygenation is beneficial.  Furthermore, the Company
believes that perfluoro-decalin may be effective as an imaging agent in X-ray
imaging, nuclear magnetic resonance (NMR) imaging and CAT scans, without side
effects. Management also believes that PHER-O2 has several other advantages
over human blood:  it can be sterilized to be free of disease; is believed to
have the quality of a universal match for all blood types; can be
mass-produced; and may be stored much longer than human blood.

          Battelle Memorial Institute, through its Battelle Columbus
Operations ("Battelle"), was retained to assist the Company in completing the
emulsion of perfluoro-decalin and the synthetic surfactants that make up
PHER-O2; it is anticipated that on completion of the compounding of PHER-O2,
Battelle will perform initial gross animal tests, which do not require
regulatory approval prior to commencement; however, the data gathered from any
such tests will be subject to regulatory review in the future.  The Company
anticipates that it will manufacture experimental doses of PHER-O2 required to
conduct gross animal testing.

          It is anticipated that continued research and development of PHER-O2
will depend upon the Company's ability to obtain substantial additional equity
or debt funding, as to which no assurance can be given.  See the captions
"Business Development," "Future Capital Requirements; Uncertainty of Future
Funding" and "Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts" of the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1996, which has previously
been filed with the Securities and Exchange Commission.

          In its second phase of operations, management intends to continue
developing the perfluorocarbon compounds in PHER-O2 in order to optimize its
quality, and expects to begin animal safety and efficacy trials in accordance
with guidelines of the United States Food and Drug Administration ("FDA") and
comparable foreign regulatory requirements.  

          In the final phase of the Company's proposed business operations, it
intends to complete its United States testing of PHER-O2, receive all
necessary FDA approvals and begin American and Canadian sales for cancer
treatment and angioplasty; and complete overseas testing, begin overseas sales
and begin the construction of manufacturing facilities.  Sanguine California
has previously licensed BioLogix Development Partners, an unaffiliated
California limited partnership, to manufacture and market PHER-O2 in Canada,
including any future Canadian patent rights, and the exclusive right to market
PHER-O2 in U.S. military pre-hospital markets.  In this final phase, the
Company also intends to continue trials to test PHER-O2  for other
applications, including transplant organ preservation and the treatment of
carbon monoxide poisoning, sickle cell anemia, heart attack and stroke.  The
Company will be required to conduct similar rigorous testing and clinical
trials of PHER-O2 for each desired application for which it is sought to be
used.  

          PHER-O2 is still in the research and development stage.  It has not
been tested on animals or humans; nor has any application been submitted to
any federal, state or foreign agency to seek authority for such testing.  This
development process will be time consuming, costly, subject to extreme
governmental regulation and must prove that this product is safe and
efficacious for human use.  Until then, the Company will have no potential for
revenues from operations.  No assurance can be given that the Company will be
able to raise the capital it will need to develop PHER-O2, or that if
sufficient funds are raised, the Company will ever receive requisite federal,
state or foreign agency approval to manufacture or market this product.  See
the captions "Business Development," "Special Risk Factors," "Principal
Products or Services and their Markets," "Competition," "Patents, Trademarks,
Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts" and
"Governmental Approval of Principal Products or Services" of the Company's
Registration Statement on Form 10-SB-A1, which has previously been filed
with the Securities and Exchange Commission, and which is incorporated herein
by reference. 

Results of Operations.
----------------------

          During the quarterly period ending June 30, 1997, the Company's
only business operations were those of Sanguine California.  During this
period, the Company received total revenues of $0 and sustained a net
loss of $12,463.

Liquidity.
----------

          During the quarterly period ended June 30, 1997, the Company
had total expenses of $12,463, while receiving $0 in revenues.

                        PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.
----------------------------

          None; not applicable.

Item 2.   Changes in Securities.
--------------------------------

          None; not applicable.

Item 3.   Defaults Upon Senior Securities.
------------------------------------------

          None; not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders.
--------------------------------------------------------------

          None; not applicable.
          
Item 5.   Other Information.
----------------------------

        On April 16, 1997, the Company agreed to extend the due date on a
$25,000 note held by McPherson Enterprises Limited Partnership, to December
31, 1997, in consideration of the issuance of warrants to purchase a total of
90,000 shares of the Company's common stock at a price of $0.63 per share. 
The warrants will expire on August 10, 1999.

Item 6.   Exhibits and Reports on Form 8-K.
-------------------------------------------

          (a)  Exhibits.

               10-SB-A1 Registration Statement.*

               Form 10-KSB Annual Report for the 
               Fiscal Year ended December 31, 1996.*

          (b)  Reports on Form 8-K.

               None.

               *  Incorporated herein by reference.


                               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.

                                      SANGUINE CORPORATION



Date: 8/14/97                           By:/s/Thomas C. Drees
     --------------                     -------------------------------------
                                         Thomas C. Drees, CEO and Chairman of  
                                        the Board of Directors
                                  

Date: 8/14/97                           By:/s/Anthony G. Hargreaves
     --------------                     -------------------------------------
                                        Anthony G. Hargreaves
                                        Vice President, Secretary/Treasurer   
                                        and Director


Date: 8/14/97                           By:/s/Edward L. Kunkel
     --------------                     -------------------------------------
                                        Edward L. Kunkel, Esq.
                                        Director