AMENDED
AND RESTATED
 ARTICLES
OF INCORPORATION OF
 SANGUI
BIOTECH INTERNATIONAL, INC.
  Pursuant to the
provisions of the Colorado Business Corporation Act, the undersigned corporation
adopts the following Amended and Restated Articles of
Incorporation.  These articles correctly set forth the provisions of
the Articles of Incorporation, as amended, and supersede the original Articles
of Incorporation and all amendments thereto.
  ARTICLE
I
  NAME
OF THE CORPORATION
  The name of the
Corporation shall be: Sangui Biotech International,
Inc.
  ARTICLE
II
  DURATION
OF THE CORPORATION
  The period of this
Corporation's duration is perpetual.
  ARTICLE
III
  BUSINESS
OF THE CORPORATION
  The nature of the
business of this Corporation and the objects and purposes to be transacted,
promoted and carried on by it are all lawful business for which corporations may
be incorporated pursuant to the Colorado Business Corporation
Act.
  ARTICLE
IV
  AUTHORIZED
CAPITAL
  The aggregate number
of shares of all classes of Capital Stock which the corporation shall have the
authority to issue is 260,000,000 shares, which shall be divided into two
classes as follows:
  (1)           
250,000,000 shares, no par value per share, all of which shares shall be of one
class andshall be designated as Common Stock; and,
  (2)           10,000,000
shares of Preferred Stock, no par value per share.
  The shares may be
issued for money, property or services rendered and the directors may issue said
shares for such consideration as in their sole discretion they shall deem
reasonable and all shares so issued shall be deemed fully paid and
non-assessable.
  The Preferred Stock
shall be classified, divided and issued in series.  Each series of
Preferred Stock may be issued as determined from time to time by the directors
and stated in the resolution or resolutions providing for the issuance of such
stock adopted by the directors.  Each series is to be appropriately
designated prior to the issue of any shares thereof by some distinguishable
letter, number, or title.  The Board of Directors is hereby vested with
authority to divide the class of shares of Preferred Stock into series and to
fix and determine the relative rights and preferences of the shares of any such
series so established to the full extent permitted by these Amended and Restated
Articles of Incorporation and the Colorado Business Corporation Act in respect
of the following:
  Page
1 of 4
 (A)           The
number of shares to constitute such series, and the distinctive designations
thereof;
  (B)           The
rate and preference of dividends, if any, the time of payment of dividends,
whetherdividends are cumulative and the date from which any dividends shall
accrue;
  (C)           Whether
shares may be redeemed and, if so, the redemption price and the terms
andconditions of redemption;
  (D)           The
amount payable upon shares in event of involuntary
liquidation;
  (E)           The
amount payable upon shares in event of voluntary
liquidation;
  (F)           Sinking
fund or other provisions, if any, for the redemption or purchase of
shares;
  (G)           The
terms and conditions upon which shares may be converted, if the shares of any
seriesare issued with the privilege of conversion;
  (H)           Voting
powers, if any; and,
  (I)           Any
other relative rights and preferences of shares of such series, including,
withoutlimitation, any restriction on an increase in the number of shares of any
series theretoforeauthorized and any limitation or restriction of rights or
powers to which shares of any future series shall be
subject.
  If specified in the
resolution of directors establishing the rights of a series of Preferred Stock,
the holders of such series of Preferred Stock which may, without limiting the
generality of the foregoing, be given the right, voting as a series by itself or
with other series or all other series of Preferred Stock, to elect one or more
directors of the corporation if there shall have been a default in the payment
of dividends on any one or more series of Preferred Stock or under other
circumstances and on such conditions as the directors may
determine.
  The directors may
from time to time increase the number of shares of any series of Preferred Stock
already created by providing that any unissued shares of Preferred Stock shall
constitute part of such series or may decrease (but not below the number of
shares thereof then outstanding) the number of shares of any series of Preferred
Stock created providing that any unissued shares previously assigned to such
series shall no longer constitute a part thereof.  The Board is hereby
empowered to classify or reclassify any unissued Preferred Stock by fixing or
altering the terms thereof in respect to the above mentioned particulars and by
assigning the same to an existing or newly created series from time to time
before the issuance of such stock.
  ARTICLE
V
  CUMULATIVE
VOTING
  Cumulative voting for
the election of directors shall not be permitted.
  ARTICLE
VI
  PREEMPTIVE
RIGHTS
  No holder of any
stock of the Corporation shall be entitled, as a matter of right, to purchase,
subscribe  for or otherwise  acquire any new or additional
shares of stock of the  Corporation of any class, or any options or
warrants to purchase, subscribe for or otherwise acquire any such new or
additional shares, or any shares, bonds, notes, debentures or other securities
convertible into or carrying options or warrants to purchase, subscribe for or
otherwise acquire any such new or additional shares.
  Page 2 of 4
 ARTICLE
VII
  GOVERNING
BOARD
  The governing board
of this Corporation shall be known as directors, and the number of the directors
may from time to time be increased or decreased in such manner as shall be
permitted by the bylaws of this Corporation.
  ARTICLE
VIII
  MAJORITY
VOTING
  When, with respect to
any action to be taken by shareholders of this Corporation, the Colorado
Business Corporation Act requires the vote or concurrence of the holders of a
two-thirds of the outstanding shares of the shares entitled to vote thereon, or
of any class or series, such action may be taken, notwithstanding the Colorado
Business Corporation Act, by the vote or concurrence of the majority of such
shares or class or series thereof.
  ARTICLE
IX
  INDEMNIFICATION
OF DIRECTORS
 OFFICERS,
EMPLOYEES, FIDUCIARIES AND AGENTS
  To the fullest extent
provided by applicable state law, including,  but not limited to, the
Colorado Business  Corporation Act, each director, officer, employee,
fiduciary or agent of the Corporation  (and his heirs, executors and
administrators) shall be indemnified by the Corporation against expenses
reasonably incurred by or imposed upon him in connection with or arising out of
any action, suit or proceeding in which he may be involved or to which he may be
made a party by reason of his being or having been a director, officer,
employee, fiduciary or agent of the Corporation, or at its request of any other
corporation of which it is a shareholder  or creditor and from which
he is not entitled  to be  indemnified  (whether
or not he continues  to be a director, officer, employee, fiduciary or
agent at the time of imposing or incurring such expenses).  The
foregoing right of indemnification shall not be exclusive of other rights to
which he may be entitled under applicable state law.
  ARTICLE
X
  LIMITATIONS
OF LIABILITY
  A director of the
Corporation shall not be personally liable to the Corporation or its
Shareholders for monetary damages for breach of fiduciary duty as a
director; except that this provision shall not eliminate or limit
the liability of a director to the Corporation or its Shareholders for
monetary damages otherwise existing for (i) any breach of the director's
duty of loyalty to the Corporation or its Shareholders; (ii) acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) acts specified in Section 7-108-403 of the
Colorado Business Corporation Act; or (iv) any transaction from which the
director directly or indirectly derived any improper personal
benefit.  If the Colorado Business Corporation Act is
hereafter amended to eliminate or limit further the liability of a
director, then, in addition to the elimination and limitation of
liability provided by the preceding sentence, the liability of each
director shall be eliminated or limited to the fullest extent permitted by the
Colorado Business Corporation Act as so amended.  Any repeal or
modification of this Article X by the Shareholders of the Corporation shall
not adversely affect any right or protection of a director of the
Corporation under this Article X, as in effect immediately prior to the
repeal or modification, with respect to any liability that would have
accrued, but for this Article X, prior to the repeal
or modification.
  Page 3 of 4
 I hereby
certify that these Amended and Restated Articles of Incorporation correctly set
forth the provisions of the Articles of Incorporation of the Corporation; they
have been duly adopted as required by law on December 17, 2008, as prescribed by
the Colorado Business Corporation Act; and they supersede the original Articles
of Incorporation of the Corporation as originally filed and all amendments
thereto.
   
  /s/
      Thomas Striepe
              /s/
      Joachim FleingThomas
      Striepe
              Joachim
    FleingPresident
              Secretary
  
 
 
                
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