8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): July 8, 2004
                                                           ------------

                       SANGUI BIOTECH INTERNATIONAL, INC.
                       ---------------------------------
             (Exact name of Registrant as specified in its charter)

                                    Colorado
                                    --------
          (State or other jurisdiction of Incorporation or organization


         000-21271                                     84-1330732
         ---------                                     ----------
 (Commission File Number)                 (I.R.S. Employer Identification No.)

                Alfred-Herrhausen-Str. 44, 58455 Witten, Germany
                ------------------------------------------------
               (Address of principal executive offices)(Zip Code)

                              011-49-2302-915-204
                              -------------------
              (Registrant's telephone number, including area code)

                                       N/A
                                       ---
          (Former name or former address, if changed since last report)



Item 5. Other Events.

SanguiBioTech Gmbh enter into contract with Mercatura Cosmetics BioTech AG
- --------------------------------------------------------------------------

     On July 8, 2004, SanguiBioTech GmbH of Witten, Germany ("Sangui"), a wholly
owned subsidiary of Sangui BioTech International, Inc. (NASD OTCBB: SGBI) and
Mercatura Cosmetics BioTech AG of Achim, Germany ("Mercatura") entered into an
agreement under which Mercatura obtained from Sangui the exclusive right to
manufacture, market and distribute the Sangui Nano-Emulsion formulation known as
"Pure Moisture" for five years, starting September 1, 2004, in all German
speaking localities. Under the terms of this agreement Mercatura will pay
Sangui, on a quarterly basis, a per unit license fee for each product package
sold. Mercatura intends to acquire world wide distribution rights at a later
date provided some type of co-op can be formed between Mercatura and Wolfgang
Joop Gmbh. Additionally, Mercatura is granted a right of first refusal on any
new products arrising from the Pure Moisture technology. A Summary of the Terms
of Said Agreement are attached as Exhibit 99.1 to this report.

     The information in this Current Report on Form 8-K, including the exhibit,
is furnished under "Item 2. Management's Discussion and Analysis of Financial
Condition" in accordance with SEC Release No. 33-8216. Furthermore, the
information in this Current Report on Form 8-K, including the exhibit, shall not
be deemed to be incorporated by reference into the filings of the Company under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended.



                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.
                                        (Registrant)

                                        /s/ Wolfgang Barnikol
Date: ______________                    ________________
                                        By: Wolfgang Barnikol
                                        Its:  President, CEO and CFO



                               INDEX TO EXHIBITS


Exhibit Number                  Exhibit
    99.1                        Summary of Terms of Agreement

* This exhibit is furnished to, but not filed with, the Commission by inclusion
herein.

EX-99

                                                                    Exhibit 99.1


                               Summary of Terms of
                               Licensing Contract
                                     Between
                 Sangui BioTech GmbH, Witten, Germany ("Sangui")
                                       and
          Mercatura Cosmetics BioTech AG, Achim, Germany ("Mercatura")

General

Sangui has developed a highly efficient Nano-Emulsion ("Pure Moisture") for skin
regeneration which can be classified as belonging to the "Anti-Aging" product
area. Mercatura received 2 kg of said Nano-Emulsion and carried out tests. Based
on this experience, Mercatura intends to include this Sangui formulation in its
distribution program under its own brand name on a worldwide exclusive basis.
Sangui is prepared and willing to transfer the distribution rights and
formulations to Mercatura under the subsequent conditions as laid down in this
contract. Mercatura will manufacture the product according to this formulation
on its own account and under its own responsibility. In consideration of the
foregoing the parties agree as follows:

o Marketing and Distribution Rights

a) Mercatura obtains from Sangui the exclusive right to manufacture, market and
distribute the Sangui formulation Pure Moisture effective on market entry at
September 1, 2004, and for an initial time frame of five years. Initially, this
right extends to the German speaking areas.

b) In addition, Mercatura intends to acquire the world wide distribution rights.
Sangui is willing and prepared to grant these rights provided that a cooperation
will be effectuated between Mercatura and Wolfgang Joop GmbH to the effect, that
this nano-emulsion will be included in the latter's proposed "Wunderkind"
product line. Mercatura will declare obligatorily prior to March 1, 2005,
whether or not and to what extent such a cooperation is in place.

o Further Development

If Sangui invents a new cosmetic product based upon the Pure Moisture concept
but not covered by the terms of this contract, Mercatura is granted the right of
first refusal with regard to marketing this new product. Mercatura's option to
accept or refuse elapses two months after written notification by Sangui that
such a development has been accomplished. Conditions and terms of marketing such
new product - if any - will be subject to another contract to be negotiated in
due course.

o Licensing fees

a) Mercatura will pay Sangui per unit licensing fees for each product package
sold. The licensing fees refer to the ex-works price of the product and will be
8% for the first $62,500 of licensing fee total, 7% for a licensing total of
$62,500 to $250,000, 6% for a licensing total of $250,000 to $625,000, and 5.5%
for amounts in excess of a licensing total of $625,000.

b) Licensing fees will be incurred on a quarterly basis. Mercatura will submit
an annual sales statement testified by an independent auditor.

Bremen, July 8, 2004

s/ Dr. C. Julius Heuberger
- --------------------------
Dr. C. Julius Heuberger
Member of the Board of Management, Mercatura Cosmetics BioTech AG

s/ J. Torsten Bausch
- --------------------------
J. Torsten Bausch
Member of the Board of Management, Mercatura Cosmetics BioTech AG

s/ Hubertus Schmelz
- --------------------------
Hubertus Schmelz
Managing Director, SanguiBioTech GmbH