<PAGE> 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2009

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

For the transition period from __________ to __________

Commission File Number 000-24480

Sanguine Corporation

(Exact name of registrant as specified in its charter)

Nevada

95-4347608

(State or other jurisdiction of

(IRS Employer Identification No.)

incorporation or organization)

101 East Green Street, #6, Pasadena, California

91105

(Address of principal executive offices) (Zip Code)

(626) 405-0079

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). The registrant has not been phased into the Interactive Data reporting system.

Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨ (Do not check if a smaller reporting company)

Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

6,682,072 shares of $0.001 par value common stock on May 19, 2009

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

Sanguine Corporation

FINANCIAL STATEMENTS

(UNAUDITED)

March 31, 2009

The financial statements included herein have been prepared by the Company, without audit, 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 generally accepted accounting principles have been condensed or omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company.

SANGUINE CORPORATION & SUBSIDIARY

(A Development Stage Company)

Consolidated Balance Sheets

ASSETS

The accompanying notes are an integral part of these consolidated financial statements.

SANGUINE CORPORATION & SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

March 31, 2009 and December 31, 2008

NOTE 1 -

BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited 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 financial statements includes 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 financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its December 31, 2008 Annual Report on Form 10-K. Operating results for the three months ended March 31, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

NOTE 2 -

ORGANIZATION AND DESCRIPTION OF BUSINESS

Sanguine Corporation, (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 Company is engaged in developing oxygen carriers to be used by the medical profession. The Company is conducting research and development leading to F.D.A. clinical trials.

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 issue 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). During the year ended December 31, 2001, the Company acquired the remaining 6% of the California Corporation in exchange for the issuance of 840,195 shares of common stock.

From 1974 to 1980, 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. The Company is a development stage company and these financial statements are presented as those of a development stage company effective January 18, 1990, coinciding with the incorporation date of Sanguine Corporation.

On March 7, 2008, the Company formed a wholly owned subsidiary called Sanguine Lifescience Corporation. As part of the formation of Sanguine Lifescience Corporation, the Company transferred $15,000 to a bank account for Sanguine Lifescience use. At this time, Sanguine Lifescience Corporation is not engaged in any business other than normal corporate matters.

SANGUINE CORPORATION & SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

March 31, 2009 and December 31, 2008

NOTE 3 -

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 $1,000,000 - $1,500,000 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.

NOTE 4 -

STOCK WARRANTS AND OPTIONS

A summary of the status of the Company’s outstanding stock warrants as of March 31, 2009 and December 31, 2008 and changes during the periods then ended is presented below:


		Outstanding				Exercisable
Range of Exercise Prices			Number outstanding at March 31, 2009	Weighted Average Remaining Contractual Life	Number Exercisable at March 31,2009
$	1.20		250,000	.08	250,000
			250,000		250,000

NOTE 5 -

RELATED PARTY TRANSACTION

Related party payables at March 31, 2009 and December 31, 2008 represent amounts owed to officers of the Company for consulting fees and reimbursement of expenses paid of $65,577 and $38,461, respectively.

SANGUINE CORPORATION & SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

March 31, 2009 and December 31, 2008

NOTE 6 -

SUBSEQUENT EVENT

On April 14, 2009 the Company issued 17,500 shares of common stock in payment of previously accrued compensation valued at $16,319.

In May 2009, we issued 1,000,000 shares to LKB Partners, LLC for consulting services. Additionally, the Company agreed to issue up to 9.5 percent of the Company’s outstanding shares of common stock at a price of $0.10 per share under the terms of a stock option. The option would expire on December 31, 2013. We also issued additional shares to another consultant. LKB would also receive a monthly fee of $8,000 when, and if, the Company had such funds available to pay to LKB. The term of the consulting agreement is twenty-four months.

In May 2009, the Company entered into a consulting agreement with Gary Corderman. Under the terms of the agreement, Mr. Corderman will receive 500,000 shares of the Company’s common stock along with a monthly consulting fee of $4,000 if the Company has the funds to pay. If the Company does not have the funds to pay Mr. Corderman, he will receive the $4,000 in shares of the Company. The term of the agreement is for twelve months.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Special Note Regarding Forward-Looking Statements

This periodic report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Plan of Operations provided below, including information regarding the Company’s financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities, and the plans and objectives of management. The statements made as part of the Plan of Operations that are not historical facts are hereby identified as "forward-looking statements."

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the unaudited Financial Statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions. The Company believes there have been no significant changes during the three month periods ended March 31, 2009 and 2008, to the items disclosed as significant accounting policies since the Company’s last audited financial statements for the year ended December 31, 2008.

The Company’s accounting policies are more fully described in Note 1 of the consolidated financial statements. As discussed in Note 1, the preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about the future events that affect the amounts reported in the consolidated financial statements and the accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual differences could differ from these estimates under different assumptions or conditions. The Company believes that the following addresses the Company’s most critical accounting policies.

We recognize revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”). Under SAB 104, revenue is recognized at the point of passage to the customer of title and risk of loss, when there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured. We recognize revenue as services are provided. Revenues are reflected net of coupon discounts.

We account for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS No. 109). Under SFAS No. 109, deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized. A valuation allowance has currently been recorded to reduce our deferred tax asset to $0.

Plan of Operation.

We have not commenced planned principal operations, but have made progress, in formulation and stability testing.

In January, 2005, we were successful in developing improved formulations of our surfactants for PHER-02.

In December, 2006, we completed a pre-IND meeting with the FDA, where Company management presented data to determine an appropriate regulatory path related to PHER-O2.

Pending additional funding our plan of operation for the next 12 months is to complete the preparation and submission of the U.S. FDA New Device Application to support PHER-02 as a synthetic oxygen carrying product.

Our proposed plan of operation is composed of "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 three-six months): Complete the development of perfluoro-decalin and the synthetic surfactants that make up PHER-O2, manufactured experimental doses in accordance with FDA and overseas regulations and submit data to support a Master Drug Filing. Estimated cost is not to exceed $500,000, divided as follows: Completed surfactant formulation (done) and the manufacture of sufficient product for testing, (on going); animal safety and efficacy trials through a sub-contractor, (done); and administrative, patent and proprietary right protection and marketing costs,(in process) Optimize stabilized product to support the Master Drug Filing (in process).

Stage B (approximately three-six months): In the second period, we will produce optimal quantities and conduct testing 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 contractors and/or employees.

Stage C (approximately three-six months): In the third period, we intend to prepare new 510(k) device application with the FDA. Estimated cost is $1,000,000, to be used as follows: set-up pilot facility, or subcontractor, to manufacture small quantities of PHER-O2 for use in testing and in connection with the New Drug Applications [done], prepare and submit data for use of PHER-O2 as a whole organ transportation medium in support of FDA labeling, and administrative, patent and proprietary right protection and marketing costs, (in process).

These cost estimates are based upon the prior experience of Thomas C. Drees, Ph.D., our President and CEO. Dr. Drees has more than 33 years' experience in the blood industry with Abbott Scientific, Alpha Therapeutics and Sanguine Corporation. At this time we have not been able to obtain the necessary funding to complete the above stages. Until we have the necessary funding, we will not be able to complete the stages. Additionally, the Company will be focusing on other potential ventures that could produce revenue including licensing of its PHER-02 product.

Results of Operations

The Company continues to not have revenues as it focuses on the development of its products. As such, the Company has not had revenue in either the quarter ended March 31, 2009 or 2008. We had no material operations, except the research and development activities related to our subcontracted research and development of our product, PHER-O2.

We realized a net loss of $62,494 for the quarter ended March 31, 2009, and a net loss of $413,213 for the quarter ended March 31, 2008. Most of our expense related to professional fees for the quarter ended March 31, 2009. For the quarter ended March 31, 2008, most of our expenses also related to professional fees. Professional fees decreased as a result of the expiration of certain consulting agreements.

With the focus the last three months on evaluating our business model, our research and development expenses were $0 for the quarter ended March 31, 2009.

Liquidity and Capital Resources

As of March 31, 2009, we had $336 in cash and $81,000 in prepaid expenses, with $404,818 in current liabilities. Our cash position is not sufficient to cover our accounts payable or other current liabilities with working capital at March 31, 2009, of negative $323,482. If prepaid expenses are removed from current assets, our working capital position is even worse with $404,482 in negative working capital. Since the end of the quarter, our cash position has worsened as we paid ongoing expenses. As such we will be dependent on our ability to raise additional debt or equity capital to be able to cover current liabilities.

Off-balance sheet arrangements

We had no off-balance sheet arrangements during the quarter ended March 31, 2009.

Forward-looking Statements

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of our Company. Our Company and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this Annual Report and other filings with the Securities and Exchange Commission and in reports to our Company’s stockholders. Management believes that all statements that express expectations and projections with respect to future matters, as well as from developments beyond our Company’s control including changes in global economic conditions are forward-looking statements within the meaning of the Act. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and business performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Factors that may affect forward- looking statements include a wide range of factors that could materially affect future developments and performance, including the following:

Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest; changes in U.S., global or regional economic conditions, changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede our Company’s access to, or increase the cost of, external financing for our operations and investments; increased competitive pressures, both domestically and internationally, legal and regulatory developments, such as regulatory actions affecting environmental activities, the imposition by foreign countries of trade restrictions and changes in international tax laws or currency controls; adverse weather conditions or natural disasters, such as hurricanes and earthquakes, labor disputes, which may lead to increased costs or disruption of operations.

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

NA-Small Reporting Company

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our President and CFO, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President and CFO concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President and CFO, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their

control objectives.

Our management, with the participation of the President and CFO, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2009. Based on this evaluation, our management, with the participation of the President and CFO, concluded that, as of March 31, 2009, our internal control over financial reporting was effective.

Changes in internal control over financial reporting

There have been no changes in internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

None

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

During 2008, we issued shares to our medical advisory board members and to our directors. These shares reflect our annual accrual of shares we issue to our medical advisory board and directors with each member receiving 625 shares per quarter for 2,500 shares per year. Our three directors received an aggregate of 7,500 shares and our four medical advisory board members received an aggregate of 10,000 shares. The cost of such shares are accrued each quarter during the year. Additionally, we sold approximately 233,334 shares of our common stock to accredited investors in a private placement. We also issued 25,000 shares of common stock to a consultant for ongoing consulting services. Additionally, in 2009, we issued shares to our medical advisory board members and to our directors. These shares reflect our annual accrual of shares we issue to our medical advisory board and directors with each member receiving 625 shares per quarter for 7,500 shares per year. Our three directors received an aggregate of 7,500 shares and our four medical advisory board members received an aggregate of 10,000 shares. The cost of such shares are accrued each quarter during the year.

Use of Proceeds of Registered Securities

None; not applicable.

Purchases of Equity Securities by Us and Affiliated Purchasers

During the three months ended March 31, 2009, we have not purchased any equity securities nor have any officers or directors of the Company.

ITEM 3. Defaults Upon Senior Securities

We are not aware of any defaults upon senior securities.

ITEM 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the quarter ended March 31, 2009.

ITEM 5. Other Information.

We issued shares to our medical advisory board members and to our directors. These shares reflect our annual accrual of shares we issue to our medical advisory board and directors with each member receiving 625 shares per quarter for 2,500 shares per year. Our three directors received an aggregate of 7,500 shares and our four medical advisory board members received an aggregate of 10,000 shares. The cost of such shares are accrued each quarter during the year.

ITEM 6. Exhibits

(a)

Exhibits.

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed.

Exhibit

Number Description

3.2

Articles of Amendment increasing the authorized shares-Definitive Information Statement filed

12/23/2005**

3.3

Bylaws-8-K Current Report dated 11/28/2005**

10.1

Consulting Agreement – LKB Partners

10.2

Consulting Agreement – Corderman

Code of Ethics-Form 10KSB for the year ended December 31, 2002**

31.1

302 Certification of Thomas C. Drees, Ph.D.

31.2

302 Certification of David E. Nelson

906 Certification

* Summaries of all exhibits contained within this Report are modified in their entirety by reference to these Exhibits.

** These documents and related exhibits have been previously filed with the Securities and Exchange Commission and are 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

(Registrant)

Date: May 19, 2009

By: /s/ Thomas C. Drees

Thomas C. Drees, Ph.D., MBA

CEO and Chairman of the

Board of Directors

Date: May 19, 2009

By: /s/ David E. Nelson

David E. Nelson, CPA

CFO and Director


		March 31, 2009		December 31, 2008
		(Unaudited)
CURRENT ASSETS

Cash	$	336	$	1,159
Prepaid expenses		81,000		111,375

Total Current Assets		81,336		112,534

PROPERTY AND EQUIPMENT, NET		1,074		1,194

TOTAL ASSETS	$	82,410	$	113,728


		March 31, 2009		December 31, 2008
		(Unaudited)
CURRENT LIABILITIES

Accounts payable	$	322,047	$	319,851
Related party payable		65,577		38,461
Accrued compensation		17,194		16,319

Total Current Liabilities		404,818		374,631

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ DEFICIT

Common stock, 10,000,000 shares authorized of $0.001 par value, 5,164,572 shares issued and outstanding		5,165		5,165
Additional paid in capital		8,162,044		8,161,055
Deficit accumulated during the development stage		(8,489,617)		(8,427,123)

Total Shareholders’ Deficit		(322,408)		(260,903)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	82,410	$	113,728


REVENUES	$	-	$	-	$	191,762

OPERATING EXPENSES

Professional fees		59,789		380,942		4,769,305
Research and development		-		-		1,973,158
Selling, general and administrative		8,264		24,090		2,792,941

Total Operating Expenses		68,053		405,032		9,535,404

LOSS FROM OPERATIONS		(68,053)		(405,032)		(9,343,642)

OTHER INCOME (EXPENSE)

Interest income		2		429		40,195
Interest expense		(989)		-		(669,619)
(Gain) loss on foreign currency exchange		6,546		(8,610)		(9,164)
Loss on cash deposit		-		-		(10,020)
Gain on settlement of debt		-		-		1,502,633

Total Other Income (Expense)		5,559		(8,181)		854,025

NET INCOME (LOSS)		(62,494)		(413,213)		(8,489,617)

BASIC INCOME (LOSS) PER SHARE	$	(0.01)	$	(0.08)

DILUTED INCOME PER SHARE	$	(0.01)	$	(0.08)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING –BASIC AND DILUTED		5,164,572		4,888,391


Net loss	$	(62,494)	$	(413,213)	$	(8,489,617)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		120		74		5,923
Common stock issued for services		-		-		3,365,446
Contributed capital		989		-		2,154
Stock warrants granted		-		-		8,650
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		-		-		(104,552)
Gain on conversions of debt to equity		-		-		(1,398,081)
Recognition of prepaid expenses and expenses prepaid with common stock		-		-		456,184
Warrant extension		-		-		34,493
Gain (Loss) on Foreign currency exchange		(6,546)		8,610		9,164
Changes in assets and liabilities:
(Increase) decrease in prepaid expense		30,375		298,592		768,983
Increase in accounts payable and related party payables		20,742		4,100		658,797
Increase in accrued interest payable		-		-		547,279
Increase in accrued liabilities		-		-		10,125
Increase in customer deposits`		-		-		45,000
Increase in accrued salaries		875		6,125		975,942
Net Cash Used by Operating Activities		(15,939)		(95,712)		(2,347,410)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for fixed assets		-		-		(6,995)
Net Cash Used by Investing Activities		-		-		(6,995)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from warrant conversion		-		-		524,700
Proceeds from notes payable and notes payable- related party		15,116		-		237,716
Payments on notes payable and notes payable – related party		-		-		(15,400)
Proceeds from issuance of convertible debentures		-		-		40,000
Contributed capital		-		-		750
Common stock subscription		-		280,000		280,000
Common stock issued for cash		-		-		1,286,975
Net Cash Provided by Financing Activities		15,116		280,000		2,354,741

NET INCREASE (DECREASE) IN CASH		(823)		184,288		336
CASH AT BEGINNING OF PERIOD		1,159		15,436		-
CASH AT END OF PERIOD	$	336	$	199,724	$	336


SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES
CASH PAID FOR:
Interest	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-

NON-CASH FINANCING ACTIVITIES
Common stock issued for debt conversion	$	-	$	-	$	9,600
Equity instruments issued for services rendered	$	-	$	-	$	3,220,322
Contributed capital for interest contributed	$	989	$	-	$	2,154
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
Common stock issued for debt	$	-	$	-	$	2,822,067


	2009			2008
	Shares	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
Outstanding, beginning of year	-	$	-	36,157	$	1.60
Granted	-		-	-		-
Expired/Cancelled	-		-	(36,157)		1.60
Exercised	-		-	-		-

Outstanding end of year	-	$	-	-	$	-

Exercisable	-	$	-	-	$	-