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


                                FORM 10-QSB/A-1


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

     For the quarterly period ended March 31, 2005

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

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


                       Commission File No. 000-24480

                           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:  (626) 405-0079

Indicate by check mark whether the Company (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
Company 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 Company's classes
of common stock, as of the latest practicable date:

                              March 31, 2005

                                80,012,844
                                ----------

                      PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements.

          The Financial Statements of the Company 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
Company.

<PAGE>
                       SANGUINE CORPORATION
                  (A Development Stage Company)

                      FINANCIAL STATEMENTS

              March 31, 2005 and December 31, 2004
<PAGE>
                       SANGUINE CORPORATION
                  (A Development Stage Company)
                         Balance Sheets



                              ASSETS

                                            March 31,        December 31,
                                               2005              2004
                                           (Unaudited)
CURRENT ASSETS

     Cash                                  $  337,551       $ 304,103
                                           ----------       ---------
          Total Current Assets                337,551         304,103
                                           ----------       ---------
PROPERTY AND EQUIPMENT, NET                     1,466               -
                                           ----------       ---------
          TOTAL ASSETS                     $  339,017       $ 304,103
                                           ==========       =========

              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

     Related party payables              $      4,000       $   4,000
     Accounts payable                          11,103          32,073
     Accrued compensation                      20,250          10,125
                                         ------------       ---------
          Total Current Liabilities            35,353          46,198
                                         ------------       ---------
STOCKHOLDERS' DEFICIT

     Common stock: 100,000,000
       shares authorized of $.001
       par value, 80,012,844 and
       78,942,904 shares
       outstanding, respectively               80,013          78,943
     Additional paid-in capital             5,598,391       5,517,066
     Accumulated deficit during
       the development stage               (5,374,740)     (5,338,104)
                                         ------------      ----------
     Total Stockholders' Equity               303,664         257,905
                                         ------------      ----------
          TOTAL LIABILITIES AND
          STOCKHOLDERS' DEFICIT          $    339,017      $  304,103
                                         ============      ==========


The accompanying notes are an integral part of these financial statements.
                               F-2
<PAGE>
                      SANGUINE CORPORATION
                  (A Development Stage Company)
                     Statements of Operations
                           (Unaudited)

                                                                    From
                                                              Inception of the
                                                                Development
                                                                  Stage on
                                                                 January 18,
                               For the Three Months Ended        1990 Through
                                      March 31,                   March 31,
                                   2005            2004             2005

REVENUE                           $   1,019     $     4,863    $    176,199
                                  ---------     -----------    ------------
OPERATING EXPENSES

     Professional Fees               18,052               -       2,683,275
     Research and Development             -               -       1,356,970
     Selling, general and
     administrative                  21,474          86,495       2,360,059
                                  ---------     -----------    ------------
       Total Operating Expenses      39,526          86,495       6,400,304
                                  ---------     -----------    ------------
LOSS FROM OPERATIONS                (38,507)        (81,632)     (6,224,105)
                                  ---------     -----------    ------------
OTHER INCOME (EXPENSE)

     Interest income                  1 871               -          29,944
     Interest expense                     -         (34,341)       (667,466)
     Loss on cash deposit                 -               -         (10,020)
     Gain on settlement of debt           -               -       1,496,907
                                  ---------     -----------    ------------
          Total Other Income
          (Expense)                   1,871         (34,341)        849,365
                                  ---------     -----------    ------------
NET LOSS                          $ (36,636)    $  (155,973)   $ (5,374,740)
                                  =========     ===========    ============
BASIC LOSS PER SHARE              $   (0.00)    $     (0.00)
                                  =========     ===========
WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING           79,826,113      38,636,976
                                 ==========     ===========

The accompanying notes are an integral part of these financial statements.
                               F-3
<PAGE>
                       SANGUINE CORPORATION
                  (A Development Stage Company)
                    Statements of Cash Flows
                           (Unaudited)

                                                             From Inception of
                                                                Development
                                                              Stage on January
                                For the Three Months Ended    18, 1990 through
                                        March 31,                  March
                                   2005          2004            31, 2005

CASH FLOWS FROM OPERATING ACTIVITIES:

     Net loss                        $  (36,636)  $  (115,973)  $ (5,364,615)
     Adjustments to reconcile net
       loss to net cash used
       by operating activities:
          Depreciation and amortization      25             -          4,634
          Equity instruments issued
          for services                        -             -      2,434,211
          Interest on beneficial
          conversion feature                  -             -         25,000
          Legal expense related to
          beneficial conversion feature       -             -          3,750
          Note payable issued for services    -             -        727,950
          Gain on extinguishments of debt     -             -        (98,826)
          Gain on conversions of debt
          to equity                           -             -     (1,398,081)
          Recognition of prepaid
          expenses and expenses prepaid
          with common stock                   -        62,943        456,184
     Changes in assets and liabilities:
          Decrease in prepaid expenses        -             -
          Decrease in accounts payable
          and related party payables    (11,370)            -        339,291
          Increase in accrued interest
          payable                             -        34,341        547,279
          Increase in accrued
          liabilities                    10,125             -         30,375
          Increase in customer deposits       -             -         45,000
          Increase in accrued salaries        -        15,000        844,000
                                       --------      --------     ----------
               Net Cash Used by
               Operating Activities     (37,856)       (3,689)    (1,424,098)
                                       --------      --------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES

     Cash paid for fixed assets          (1,491)            -         (6,100)
                                       --------      --------     ----------
               Net Cash Used by
               Investing Activities      (1,491)            -         (6,100)
                                       --------      --------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES

     Proceeds from warrant conversion    72,795             -        402,085
     Proceeds from notes payable and
       notes payable-related party            -         2,700        212,139
     Payments on notes payable and
       notes payable-related party            -             -         (9,400)
     Proceeds from issuance of
       convertible debentures                 -             -         40,000
     Contributed capital                      -             -            750
     Common stock issued for cash             -             -      1,122,175
                                       --------      --------     ----------
          Net Cash Provided by
          Financing Activities           72,795         2,700      1,767,749
                                       --------      --------     ----------
NET INCREASE (DECREASE) IN CASH         33,448          (989)       337,551

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD                     304,103         1,973              -
                                       --------      --------     ----------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD                              $337,551      $    984     $  337,551
                                       ========      ========     ==========

The accompanying notes are an integral part of these financial statements.
                               F-4
<PAGE>
                       SANGUINE CORPORATION
                  (A Development Stage Company)
               Statements of Cash Flows (Continued)


                                                             From Inception of
                                                                Development
                                                              Stage on January
                                For the Three Months Ended    18, 1990 through
                                        March 31,                  March
                                   2005          2004            31, 2005

SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES

CASH PAID FOR:

 Interest                         $       -       $         -   $         -
 Income taxes                     $       -       $         -   $         -

NON-CASH FINANCING ACTIVITIES

Common stock issued for debt
Conversion                        $   9,600       $         -   $     9,600
Equity instruments issued for
services rendered                 $       -       $         -   $ 2,434,211
Interest on beneficial conversion
feature                           $       -       $         -   $    25,000
Legal related to beneficial
conversion feature                $       -       $         -   $     3,750
Notes payable issued for services $       -       $         -   $   727,950
Common stock issued for prepaid
services                          $       -       $         -   $   236,284


The accompanying notes are an integral part of these financial statements.
                               F-5
<PAGE>
                       SANGUINE CORPORATION
                  (A Development Stage Company)
                  Notes to Financial Statements
              March 31, 2005 and December 31, 2004


NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed financial statements have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission.  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 in accordance with such rules and regulations.  The
information furnished in the interim condensed  financial statements include
normal recurring adjustments and reflects all adjustments, which, in the
opinion of management, are necessary for a fair presentation of such
financial statements.  Although management believes the disclosures and
information presented are adequate to make the information not misleading, it
is suggested that these interim condensed financial statements be read in
conjunction with the Company's most recent audited  financial statements and
notes thereto included in its December 31, 2004 Annual Report on Form 10-KSB.
Operating results for the three months ended March 31, 2005 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2005.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern.  The ability of the Company
to continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable.  If the Company
is unable to obtain adequate capital, it could be forced to cease operations.

The Company's management has taken certain steps to maintain its operating and
financial requirements in an effort to continue as a going concern until such
time as revenues are sufficient to cover expenses.  Future plans include a
debt or equity offering for between $300,000 - $500,000 that should enable the
Company to complete the animal testing stage for FDA approval of its product.
However, management cannot provide any assurance that the Company will be
successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon
its ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain
profitable operations.  The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to continue
as a going concern.
                               F-6
<PAGE>
                      SANGUINE CORPORATION
                  (A Development Stage Company)
                  Notes to Financial Statements
               March 31, 2005 and December 31, 2004

NOTE 3 - RELATED PARTY TRANSACTIONS

During the quarter ended March 31, 2005, there was $4,000 in related party
notes payables.

NOTE 4 - STOCK OPTIONS AND WARRANTS

A summary of the status of the Company's outstanding stock options as of March
31, 2005 and December 31, 2004 and changes during the periods then ended is
presented below:


                                           Outstanding    Exercisable

                                              Weighted
                                     Number    Average     Number
                                 Outstanding Remaining  Exercisable
              Range of             at March  Contractual  at March
              Exercise Prices      31, 2005     Life      31, 2005
               $    0.1275         470,642       1.5      470,642
                    0.08         2,476,429       1.5    2,476,429
                    0.125          150,000       1.9      150,000
                    0.028           30,000       2.0       30,000
                                ----------             ----------
                                 3,127,071              3,127,071
                                ==========             ==========
                               F-7
<PAGE>
Item 2.   Management's Discussion and Analysis or Plan of Operation.
--------------------------------------------------------------------

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

General.
--------

     We have not commenced planned principal operations, but have made good
progress since the end of fiscal 2001, in formulation and stability testing.

     In January, 2001, we were successful in developing improved
formulations of our surfactants for PHER-02.

     Our proposed plan of operation is composed of three "stages," each of
which coincides with a specific milestone in the process of developing PHER-
O2.  Each stage, and the projected cost of each, is as follows:

          Stage A (approximately one year): In the first six months, we
          have completed the development of perfluoro-decalin and
          the synthetic surfactants that make up PHER-O2, manufactured
          experimental doses and have performed preliminary animal tests in
          accordance with FDA and overseas regulations.  In the second six
          months, we will produce optimal quantities and conduct animal
          safety and efficacy trials in accordance with FDA and overseas
          requirements.  During the course of Stage A, we estimate that our
          increased technical, administrative, sales/marketing and
          manufacturing requirements will require us to the hire a few
          additional employees.  Estimated cost is not to exceed $500,000,
          divided as follows: Completed surfactant formulation (done) and the
          manufacture of sufficient product for initial testing, (done);
          animal safety and efficacy trials through a sub-contractor, (done);
          and administrative, patent and proprietary right protection and
          marketing costs, $400,000 (in process).

          Stage B (approximately one year [in process): In the second year, we
          intend to prepare New Drug Applications for FDA and selected foreign
          governmental approvals.  During the course of Stage B, we estimate
          that we will need to hire a few additional employees.  Estimated
          cost is $5,000,000, divided as follows: Prepare and file United
          States, European, Chinese and South American New Drug Applications,
          $600,000; conduct human safety and efficacy trials through a
          subcontractor in the United States and overseas, $3,200,000; set-up
          pilot facility, or subcontract, to manufacture small quantities of
          PHER-O2 for use in testing and in connection with the New Drug
          Applications, $500,000; submit license applications for use of
          PHER-O2 in transfusions overseas, $200,000; and administrative,
          patent and proprietary right protection and marketing costs,
          $500,000.

          Stage C (approximately one year): In the third year, we plan to
          complete overseas testing of PHER-O2, begin sales in Europe, China,
          and South America and other overseas areas that may have approved
          PHER-O2 by this time and may begin construction of facility for
          manufacturing, storing, inspecting and shipping PHER-O2. During the
          course of Stage C, we estimate that we will need to hire additional
          employees.  During the third year, we plan to complete testing of
          PHER-O2 in the United States and receive all necessary FDA approvals
          and begin American, South American, Chinese and Canadian sales for
          cancer treatment and angioplasty.  During this period, we also plan
          to subcontract this process, and continue trials of other PHER-O2
          applications, including transplant organ preservation and treatment
          of carbon monoxide poisoning, sickle cell anemia, stroke and heart
          attack.  The estimated cost for Stage C is $25,000,000, divided as
          follows:  Complete human safety and efficacy clinical trials and
          obtain United States and overseas agency approval of PHER-O2,
          $13,000,000; subcontract with major emulsifying firm, $5,000,000;
          recruit and train sales force of the United States and foreign
          markets, $5,000,000; and administrative, patent and proprietary
          right protection and marketing costs, $2,000,000.

     These cost estimates are based upon the prior experience of Thomas C.
Drees, Ph.D., our President and CEO.  Dr. Drees has more than 30 years'
experience in the blood industry.

     Our plan of operation for the next 12 months is to complete the
preparation and submission of the U.S. FDA Investigational New Drug
Application (IND) to support PHER-02 as a synthetic oxygen carrying product or
blood substitute; which will include:

     *    A Gap Analysis for the U.S. IND, meaning a Non-clinical Assessment,
a Clinical Assessment and a Chemistry, Manufacturing and Controls Assessment
(CMC), preparation for an attendance at a Pre-IND meeting with the FDA, and
preparation of a pre-IND briefing document to determine our progress towards
the U.S. IND, with the aid and assistance of Beckloff; and

     *    A Clinical Program and Study Design(s), meaning clinical experts
will be utilized for assessment as well as attendance in the Pre-IND meeting,
(if requested, with the aid and assistance of Beckloff.

     Our ability to carry out our plan depends entirely upon our ability to
obtain additional substantial equity, debt financing or royalties.  We can not
assure you that we will receive this financing, and except for the possibility
of receiving funds from the exercise of our outstanding warrants, we do not
have any arrangements that would ensure us any funding.  If we do not receive
it, we will not be able to proceed with our business plans.

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

     Revenues for the quarters ended March 31, 2005 and 2004 were $1,019 and
$4,863, respectively.  We had no material operations, except the research and
development activities related to our subcontracted research and development
of our product.

     We realized a net loss of ($36,636), with a loss of $0.00 per share
during the quarter ended March 31, 2005, and a net loss of $(155,973), with a
loss of $(.00) per share for the quarter ended March 31, 2004.  Most of our
expense related to the value of equity securities issued by us for services
rendered.

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

     As of March 31, 2005, we had $337,551 in cash, with $25,228 in current
liabilities.

     During the quarter ended March 31, 2005, we had net expenses of $29,401,
while receiving $1,019 in revenues.  We received $4,863 in revenues, and had
total expenses of $86,495 during the quarter ended March 31, 2004.  Most of
these expenses related to the value of equity securities issued by us for
services rendered.

     Cash resources at March 31, 2005 and December 31, 2004 were $337,551 and
$304,103, respectively.  Liquidity during the first quarter 2005 was provided
by warrant exercises that resulted in the issuance of 993,254 shares for an
aggregate gross proceeds of $79,460.32.

Forward Looking Statements.
---------------------------

     Statements made in this Form 10-QSB which are not purely historical are
forward-looking statements with respect to the goals, plan objectives,
intentions, expectations, financial condition, results of operations, and
future performance of our business, including, without limitation, (i) our
ability to gain a larger share of the synthetic blood industry, our ability to
continue to develop products acceptable to the industry, our ability to retain
relationships with suppliers and distributors, our ability to raise capital,
and the growth of the synthetic blood industry, and (ii) statements preceded
by, followed by or that include the words "may", "would", "could", "should",
"expects", "projects", "anticipates", "believes", "estimates", "plans",
"intends", "targets" or similar expressions.

     Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond our control) that could cause
actual results to differ materially from those set forth in the
forward-looking statements, including the following, in addition to those
contained in our reports on file with the Securities and Exchange Commission;
general economic or industry conditions, nationally and/or in the communities
in which we conduct business, changes in the interest rate environment,
legislation or regulatory requirements, conditions of the securities markets,
changes in the synthetic blood industry, the development of products and that
may be superior to the products and services offered by us, demand for
synthetic blood products, competition, changes in the quality or composition
of our products and services, our ability to develop new products and
services, our ability to raise capital, changes in accounting principles,
policies or guidelines, financial or political instability, acts of war or
terrorism, other economic, competitive, governmental, regulatory and technical
factors affecting our operations, products, services and prices.

     Accordingly, results actually achieved may differ materially from
expected results in these statements.  Forward-looking statements speak only
as of the date they are made.  We do not undertake, and specifically disclaim,
any obligation to update any forward-looking statements to reflect events or
circumstances occurring after the date of such statements.

Item 3.   Controls and Procedures.

     As of the end of the 90 day period at the end of this Quarterly Report,
we carried out an evaluation, under the supervision and with the participation
of our President and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures.  Based on this
evaluation, our President and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information required to be included in our periodic reports that are
filed with the Securities and Exchange Commission.  It should be noted that
the design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.  In addition, we reviewed our internal
controls, and there have been no significant changes in our internal controls
or in other factors that could significantly affect those controls subsequent
to the date of their last evaluation.

                        PART II - OTHER INFORMATION

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

          None; not applicable.

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

Leonard W. Burningham         1/13/2005        200,000*

Joseph Trabaccone             1/13/2005        100,000*

Todd Kinney                   1/13/2005        100,000*

William P. Archer             1/13/2005        100,000*

Robert S. Howell              1/13/2005         46,627*

SCS, Inc.                     1/13/2005        160,000**

Susan Johnston                1/31/2005        100,000*

James R. Dunn                 1/31/2005        100,000*

Joseph Trabaccone             2/9/2005          90,000*

Robert Kwun                   2/9/2005          73,313*

Longevity Laboratories        4/4/2005          12,500***

Craig Morrison                4/4/2005          12,500***

Herbert J. Meiselman          4/4/2005          12,500***

Robert Kwun                   4/4/2005          50,000***

Joseph Trabaccone             4/7/2005          83,314*

Thomas C. Drees               4/15/2005         12,500***

Thomas C. Drees               4/15/2005         12,500***

David E. Nelson               4/15/2005         12,500***

David E. Nelson               4/15/2005         12,500***

Edward L. Kunkel              4/15/2005         12,500***

Edward L. Kunkel              4/15/2005         12,500***

     * Issued at $0.08 per share on the exercise of outstanding warrants.

    ** Issued at $0.06 per share for the payment of expenses on our behalf.

   *** Issued for service as a member of the Board of Directors or the Medical
       Advisory Board.

     We issued all of these securities to persons who were either
"accredited investors," or "sophisticated investors" who, by reason of
education, business acumen, experience or other factors, were fully capable of
evaluating the risks and merits of an investment in our company; and each had
prior access to all material information about us.  We believe that the offer
and sale of these securities were exempt from the registration requirements of
the Securities Act, pursuant to Sections 4(2) and 4(6) thereof, and Rule 506
of Regulation D of the Securities and Exchange Commission and from various
similar state exemptions.

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.
----------------------------

          None; not applicable.

Item 6.   Exhibits.
-------------------

          Exhibits.

               Form 10-KSB Annual Report for the
               Year ended December 31, 2004.*

               31.1  302 Certification of Thomas C. Drees

               31.2  302 Certification of David E. Nelson

               32    Section 906 Certification.


               *  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 there unto duly authorized.

                                      SANGUINE CORPORATION

Date: 5/27/05                        By:/s/Thomas C. Drees, Ph.D.
     ---------                          -------------------------------------
                                        Thomas C. Drees, CEO, President and
                                        Chairman of the Board of Directors



Date: 5/27/05                        By:/s/David E. Nelson
     ---------                          -------------------------------------
                                        David E. Nelson
                                        CFO and Director
<PAGE>