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, 2001

[ ]  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:  (626) 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:

                              March 31, 2001

                                28,186,188
                                ----------

                      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)
                                                 Index to Financial Statements

                                                                 Page

          Balance sheet, March 31, 2001 (unaudited)               F-1

          Statement of operations for the three
          months ended March 31, 2001 and 2000 (unaudited)
          and for the period from January 18, 1989 (date of
          inception) to March 31, 2001 (unaudited)                F-2

          Statement of cash flows for the three months
          ended March 31, 2001 and 2000 (unaudited)
          and for the period from January 18, 1989
          (date of inception) to March 31, 2001 (unaudited)       F-3

          Notes to financial statements                           F-5
<PAGE>
<TABLE>
                                                          SANGUINE CORPORATION
                                                 (A Development Stage Company)
                                                                 Balance Sheet

                                                    March 31, 2001 (Unaudited)

<S>                                                       <C>
                      Assets

          Current assets:
                 Cash                                       $397,743

                        Total assets                        $397,743

                      Liabilities and Stockholders' Deficit

          Current liabilities:
                 Related party accounts payable             $149,571
                 Accrued expenses                            683,620
                 Notes payable                               919,945

                        Total current liabilities          1,753,136
          Stockholders' deficit:
                 Common stock - par value $.001 per share.
                    Authorized 100,000,000 shares; issued
                    and outstanding 28,186,188 shares         28,186
                 Additional paid-in capital                1,955,492
                 Deficit accumulated during the
                    development stage                     (3,339,071)

                        Total stockholders' deficit       (1,355,393)

                        Total liabilities and stockholders'
                        deficit                             $397,743
</TABLE>
<PAGE>
<TABLE>
                                                          SANGUINE CORPORATION
                                                 (A Development Stage Company)
                                           Statement of Operations (Unaudited)
<CAPTION>
                                                                    Cumulative
                                                 Three Months Ended   Amounts
                                                     March 31,         From
                                                 2001         2000  Inception
<S>                                           <C>       <C>      <C>
      Revenue                                $        -   $     -    $150,000

      Research and development                  (64,202)  (19,500) (1,023,775)

      Consulting                                (18,750) (233,500)   (685,270)

      General and Administrative expenses       (80,697)  (81,320) (1,641,954)

           Loss from operations                (163,649) (334,320) (3,200,999)

      Other income (expense)
        Interest income                           6,963         -      21,585
        Interest expense                        (28,358)  (21,940)   (159,657)

        Loss before benefit for
        income taxes                           (185,044) (356,260) (3,339,071)

      Benefit for income taxes                        -         -           -

        Net loss                              $(185,044)$(356,260)$(3,339,071)

     Loss per share                           $    (.01)$    (.02)

     Weighted average
     number of shares
     outstanding                             28,143,000   23,286,000
</TABLE>
<PAGE>
<TABLE>
                                                          SANGUINE CORPORATION
                                                 (A Development Stage Company)
                                           Statement of Cash Flows (Unaudited)
<CAPTION>
                                                                    Cumulative
                                              Three Months Ended      Amounts
                                                   March 31,           From
                                                2001       2000      Inception
<S>                                         <C>         <C>       <C>
Cash flows from operating activities:
    Net loss                                $(185,044) $(356,260) $(3,339,071)
    Adjustments to reconcile net loss to
    net cash used in operating activities:
      Depreciation                                 -          -         4,609
      Non cash expenses                        18,751    327,500      885,552
      Note Payable issued for services             -          -       699,200
    Changes in operating asset & liabilities:
      (Decrease) increase in accounts payable
      and accrued expenses                     50,282      2,996      833,192

            Net cash used in
            operating activities             (116,011)   (22,564)    (916,518)

Cash flows from investing activities -
    purchase of equipment                          -          -        (4,609)

            Net cash used in
            investing activities                   -          -        (4,609)

Cash flows from financing activities:
    Net (payment on) proceeds from
    notes payable                             (18,198)      3,965      220,745
    Sales of common stock                          -       23,900    1,097,375
    Contributed capital                            -          -           750

            Net cash (used in) provided by
            financing activities              (18,198)     27,865    1,318,870

            Net increase (decrease) in cash  (134,209)      5,301      397,743

Cash, beginning of period                     531,952       1,062            -

Cash, end of period                          $397,743    $  6,363     $397,743
</TABLE>
<PAGE>
<TABLE>
                                                          SANGUINE CORPORATION
                                                 (A Development Stage Company)
                                           Statement of Cash Flows (Unaudited)
                                                                     Continued
<CAPTION>
                                                                    Cumulative
                                               Three Months Ended      Amounts
                                                     March 31,          From
                                                2001       2000      Inception
<S>                                          <C>        <C>       <C>
   Supplemental disclosure of cash flow
   information:
      Interest paid                           $   5,802  $21,940    $77,406
      Income taxes paid                       $       -  $    -     $    -
</TABLE>
<PAGE>
                                                          SANGUINE CORPORATION
                                                 (A Development Stage Company)
                                                 Notes to Financial Statements

                                                                March 31, 2001
1.     Corporate History

          The Company was incorporated January 27, 1974, in the
          State of Utah, using the name Sight and Sound Systems,
          Inc.  On July 8, 1974, the Company changed its name to
          International Health Resorts, Inc., and on June 25,
          1993, the Company filed a Certificate of Amendment
          changing the name to Sanguine Corporation.  In May of
          1992, the Company changed its domicile to the State of
          Nevada.

          The stated purpose of the Company is to engage without
          qualification, in any lawful acts, or activity for
          which a corporation may be organized under the laws of
          the state of Nevada.  Currently, the Company is
          engaged in developing synthetic red blood cells to be used by
          the medical profession.  The company is conducting
          research and development leading to F.D.A. clinical
          trials.

          The Company forward split its outstanding shares 1.5
          shares for 1 on July 14, 1993.  As a consequence of
          this action, the Company had 1,431,000 shares issued
          and outstanding prior to the Agreement and Plan of
          Reorganization in which Sanguine Corporation (a
          California Corporation) was acquired.

          On June 14, 1993, the Company entered into an
          Agreement and Plan of Reorganization, wherein it was
          agreed that Sanguine Corporation (a Nevada
          Corporation) would issued 14,589,775 shares of its
          common stock to acquire 94% of the issued and
          outstanding shares of stock of Sanguine Corporation (a
          California Corporation).

          From 1974 to 1989, the Company engaged in several
          business ventures.  These business activities resulted
          in the loss of all Company assets.  Because of the
          search for a new business venture, the Company has
          entered into the "development stage company" status
          again.  Sanguine Corporation (California) is a
          development stage company and these financial
          statements are presented as those of a development
          stage company effective January 18, 1989, coinciding
          with the incorporation date of Sanguine Corporation
          (California).
<PAGE>
                                                          SANGUINE CORPORATION
                                                 (A Development Stage Company)
                                                 Notes to Financial Statements

                                                                     Continued
2.   Statement Preparation

          The Company has prepared the accompanying financial
          statements with interim financial reporting
          requirements promulgated by the Securities and
          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.

          Certain information and footnote disclosures normally
          included in financial statements prepared in
          accordance with generally accepted accounting
          principles have been condensed or omitted.  It is
          suggested that these condensed financial statements be
          read in conjunction with the financial statements and
          notes thereto included in the Company's December 31,
          2000 Annual Report on Form 10-KSB.  The results of
          operations for the period ended March 31, 2001 are
          not necessarily indicative of the operating results
          for the full year.
<PAGE>

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

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

          Our proposed plan of operation is composed of three "phases," each
of which coincides with a specific milestone in the process of developing
PHER-O2.  Each of these phases will begin subject to available funding.  Each
phase, and the projected cost of each, is as follows:

          Phase I (approximately one year): In the first six months, we
          plan to complete the development of perfluoro-decalin and
          the synthetic surfactants that make up PHER-O2, manufacture
          experimental doses and perform preliminary toxicity tests in
          accordance with FDA and overseas regulations.  In the second six
          months, we intend to continue developing the
          perfluorocarbon compounds in PHER-O2 in order to produce optimal
          qualities and to conduct toxicity safety and efficacy trials in

          accordance with FDA and overseas requirements. During the course of
          Phase I, 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 $1,500,000, divided as follows: Completing the surfactant
          formulation and the manufacture of sufficient product for initial
          testing, $500,000; toxicity and efficacy trials through a sub-
          contractor, $600,000; and administrative, patent and proprietary
          right protection and marketing costs, $400,000.

          Phase II (approximately one year):  In the second year, we intend
          to prepare New Drug Applications for FDA and European approval,
          conduct trials for cardioplegia, cancer treatment and cardiology
          treatment in the United States and conduct transfusion trials
          offshore.  During this period, we also plan to submit license
          applications for transfusion with overseas authorities, begin
          production of PHER-O2 itself or with our subcontractors and submit
          a New Drug Application for PHER-O2 in the United States.
          During the course of Phase II, we estimate that we will need to hire
          a few additional employees. Estimated cost is $3,500,000, divided as
          follows: Prepare and file United States and European New Drug
          Applications, $300,000; conduct human safety and efficacy trials
          through a subcontractor in the United States and overseas,
          $2,000,000; 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.

          Phase III (approximately one year):  In the third year, we plan to
          complete overseas testing of PHER-O2, begin sales in Europe 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 Phase III, 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
          and Canadian sales for cancer treatment and angioplasty.  During
          this period, we also plan to complete construction of our
          manufacturing facility, unless we determine 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 Phase III is $15,000,000, divided as follows:
          Complete human safety and efficacy clinical trials and obtain
          United States and overseas agency approval of PHER-O2, $9,000,000;
          construct manufacturing facility or subcontract with major
          emulsifying firm, $3,000,000; recruit and train sales force of the
          United States and foreign markets, $1,500,000; and administrative,
          patent and proprietary right protection and marketing costs,
          $1,500,000.

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

          Our plan of operation for the next 12 months is to:

          begin Phase I and to complete the synthesis of the PHER-O2
          surfactant and its emulsion with perfluoro-decalin;

          manufacture experimental doses of  PHER-O2; and

          perform preliminary toxicity tests in accordance with FDA and
          comparable foreign overseas regulations.

          Our ability to begin and to carry out our plan depends entirely upon
our ability to obtain substantial equity or debt financing.  We can not assure
you that we will receive this financing.  If we do not receive it, we will not
be able to proceed with our business plans.

          For risks that may have an adverse effect on our proposed
operations, see the caption "Risk Factors" of our SB-2 Registration Statement,
as amended, which was filed with the Securities and Exchange Commission on or
about December 6, 2000, and which is incorporated herein by reference.

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

          During the quarterly period ending March 31, 2001, 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
($185,044).

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

          During the quarterly period ended March 31, 2001, the Company
had total expenses of $185,044, while receiving $0 in revenues; compared
to the period ended March 31, 2000, the Company had total expenses of
$356,260, while receiving $0 in revenues.

         As of March 31, 2001, the Company had $397,743 in cash, with
$1,753,136 in current liabilities.

                        PART II - OTHER INFORMATION

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

          None; not applicable.

Item 2.   Changes in Securities and Use of Proceeds.
---------------------------------------------------

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

          None; not applicable.

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

          (a)  Exhibits.

               10-SB-A1 Registration Statement.*

               Form 10-KSB Annual Report for the
               Year ended December 31, 2000.*

          (b)  Reports on Form 8-K.

               8-K Current Report dated January 19, 2001.*

               *  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: 5/31/01                           By:/s/Thomas C. Drees
     --------                           -------------------------------------
                                        Thomas C. Drees, CEO, President and
                                        Chairman of the Board of Directors


Date: 5/31/01                           By:/s/Anthony G. Hargreaves
     --------                           -------------------------------------
                                        Anthony G. Hargreaves
                                        Vice President, Secretary/Treasurer
                                        and Director


Date: 5/31/01                           By:/s/David E. Nelson
     --------                           -------------------------------------
                                        David E. Nelson
                                        CFO and Director