-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CBd/sAEBRsVNi8GjOxYWc0buw4N6XyjaEGYgOUNF67CPcXbnQY8Yo1olx9DFaU0Y nygZ5mua/1Wu3IubYx0IYg== /in/edgar/work/0001010412-00-000260/0001010412-00-000260.txt : 20001102 0001010412-00-000260.hdr.sgml : 20001102 ACCESSION NUMBER: 0001010412-00-000260 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20001031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANGUINE CORP CENTRAL INDEX KEY: 0000926287 STANDARD INDUSTRIAL CLASSIFICATION: [2835 ] IRS NUMBER: 954347608 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 000-24480 FILM NUMBER: 750063 BUSINESS ADDRESS: STREET 1: 101 EAST GREEN ST STREET 2: #11 CITY: PASADENA STATE: CA ZIP: 91105 BUSINESS PHONE: 8184050079 MAIL ADDRESS: STREET 1: 101 EAST GREEN ST STREET 2: STE 11 CITY: PASADENA STATE: CA ZIP: 91105 10QSB/A 1 0001.txt FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000 U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-QSB/A1 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 [ ] 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 --- --- --- --- 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: June 30, 2000 24,569,248 ---------- 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. SANGUINE CORPORATION (A Development Stage Company) Balance Sheet June 30, 2000 Unaudited & December 31, 1999
2000 1999 Assets Current Assets Cash $ 4,521 $ 1,062 Total Assets $ 4,521 $ 1,062 Liabilities & Stockholders' Equity Current Liabilities Accounts Payable $ 100,024 $ 78,680 Accrued Salaries 548,000 524,000 Accrued Interest Payable 45,258 38,880 Notes Payable 172,271 168,306 Total Current Liabilities 865,553 809,866 Stockholders' Equity Common Stock, Authorized: 100,000,000 Shares at $0.001 Par Value: 24,569,248 & 23,162,994 Shares Issued & Outstanding Respectively 24,569 23,163 Paid In Capital (Quasi-Reorganized March 20, 1994 Deficit Retained Earnings of $2,423,964 Eliminated) 1,227,438 877,444 Retained Earnings Deficit ( 2,113,039) (1,709,411) Total Stockholders' Equity ( 861,032) ( 808,804) Total Liabilities & Stockholders' Equity $ 4,521 $ 1,062
SANGUINE CORPORATION (A Development Stage Company) Statements of Operations Unaudited For the Period April 1, 2000 to June 30, 2000 and the Period April 1, 1999 to June 30, 1999 For the Period January 1, 2000 to June 30, 2000 and the Period January 1, 1999 to June 30, 1999
April April January January 1, 2000 1, 1999 1, 2000 1, 1999 to June to June to June to June 30, 2000 30, 1999 30, 2000 30, 1999 Revenues $ -0- $ -0- $ -0- $ -0- Total Revenues -0- -0- -0- -0- Expenses Promotion 3,805 4,226 3,805 4,226 Depreciation -0- -0- -0- 84 Research & Development 19,500 19,500 39,000 39,000 Office Expense 242 3,843 6,668 5,816 Auto Expense -0- 4,660 4,301 4,930 Salaries 4,500 4,500 9,000 9,000 Legal & Professional Fees 4,973 2,964 69,009 10,831 Rent 3,000 1,390 6,204 6,189 Interest Expense 3,178 5,074 25,118 9,956 Stock Transfer -0- -0- -0- 300 Tax & License 1,600 1,600 1,835 1,600 Travel 6,570 2,710 6,570 2,710 Insurance -0- 12,624 2,284 12,624 Consulting -0- -0- 267,500 -0- Total Expenses 47,368 63,091 441,294 107,266 Loss for Period ($ 47,368) ($ 63,091)($441,294)($107,266) Profit (Loss) Per Share ($ .00) ($ .00)($ .00)($ .00) Weighted Average Shares Outstanding 24,866,146 23,062,994 23,866,466 23,062,994
SANGUINE CORPORATION (A Development Stage Company) Statements of Cash Flows Unaudited For the Periods January 1, 2000 to June 30, 2000 and January 1, 1999 to June 30, 1999
June June 30, 2000 30, 1999 Cash Flows from Operating Activities Net (Loss) ($ 441,294) ($107,266) Adjustments to Reconcile Net Loss to Net Cash Used by Operations: Depreciation -0- 84 Non Cash Expenses 334,688 -0- Changes in Operating Assets & Liabilities: (Decrease) Increase in Accounts Payable 51,721 33,038 Increase in Interest Payable 6,378 2,730 Increase in Accrued Salaries 48,000 48,000 Net Cash Flows from Operating Activities ( 507) ( 23,414) Cash Flows from Investing Activities Net Cash Used by Investing Activities -0- -0- Cash Flows from Financing Activities Increase in Notes Payable 3,966 14,096 Sale of Common Stock -0- 9,500 Net Cash Flows Provided by Financing Activities 3,966 23,596 Increase (Decrease) in Cash 3,459 182 Cash at Beginning of Period 1,062 499 Cash at End of Period $ 4,521 $ 681 Disclosure for Cash Flows from: Interest $ 2,730 $ 9,956 Taxes -0- -0-
SANGUINE CORPORATION Notes to Financial Statements NOTE #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 artificial blood 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 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). 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). NOTE #2 - Significant Accounting Policies A. The Company uses the accrual method of accounting. B. Revenues and directly related expenses are recognized in the period when the goods are shipped to the customer. C. The Company considers all short term, highly liquid investments that are readily convertible, within three months, to known amounts as cash equivalents. The Company currently has no cash equivalents. D. Primary Earnings Per Share amounts are based on the weighted average number of shares outstanding at the dates of the financial statements. Fully Diluted Earnings Per Shares shall be shown on stock options and other convertible issues that may be exercised within ten years of the financial statement dates. SANGUINE CORPORATION Notes to Financial Statements -Continued- NOTE #2 - Significant Accounting Policies -Continued- E. Inventories: Inventories are stated at the lower of cost, determined by the FIFO method or market. F. Depreciation: The cost of property and equipment is depreciated over the estimated useful lives of the related assets. The cost of leasehold improvements is depreciated (amortized) over the lesser of the length of the related assets or the estimated lives of the assets. Depreciation is computed on the straight line method for reporting purposes and for tax purposes. G. Estimates: The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. NOTE #3 - Statement Preparation The Company has prepared the accompanying financial statements with interim financial reporting requirements promulgated by the Securities & 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. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 1999 10-K report. NOTE #4 - Grant of Warrants On June 8, 2000, the Company executed and delivered a Warrant Agreement (the "Warrant Agreement") whereby it granted Westbury Consultancy Services Limited ("Westbury") warrants to acquire 12,000,000 shares of the Company's common stock at an exercise price of $0.30 per share (the "Warrants"). The exercise price was determined under the Warrant Agreement based upon 120% of the next private or public offering of the Company, which was the private placement conducted by it as reported in its 8-K Current Report dated September 1, 2000, which has been previously filed with the Securities and Exchange Commission. The minimum exercise price was $0.25 per share. In consideration of the grant of the Warrants, Westbury agreed to provide the Company with services in the areas of endorsing, sponsoring and finding joint venture partners or affiliates to assist Sanguine in its research and development efforts of its principal product, "PHER-O2," a synthetic red blood cell product. The average bid price for the common stock of Company as quoted on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the "NASD") on the date of the Warrant Agreement was $1.00. No value has been attributed to these services for the quarter ended June 30, 2000, as the warrants were not exercisable for a period of 90 days; however, there will be a recognition of this transaction in the financial statements of the Company for the quarter ended September 30, 2000. NOTE #5 - Subsequent Events The Company has entered into a Private Placement Offering Agreement with Laidlaw Global Securities, Inc., the offering was closed on August 29, 2000. The amount of securities subscribed for and accepted was $817,985 for 1,635,970 units. Each unit consists of two shares of common stock at $0.001 par value per share, and one redeemable common stock purchase warrant entitling the holder to purchase one share of common stock. The warrants are exercisable at $0.40 per share and expire on August 29, 2004. Laidlaw was paid $65,438.80 in sales commissions, plus accountable expenses of $8,188.19; it was also granted warrants to acquire 10% of the number of units sold for $0.01 per warrant, or 163,597 units. In addition to the $691,506 net proceeds after offering expenses expected to be received on September 1, 2000, the Company received $91,500 on August 3, 2000, for the sale of the rights to represent the Company and to receive a 1% royalty on sales in Greece for a period of three years. The purchasers of units on this offering had no prior notice of the granting of the Westbury Warrants described in Note #4 above, and may have a right of rescission of their purchase of the units; however, the Company has subsequently advised these purchasers of all material information regarding the Westbury Warrants, and anticipates receiving agreements signed by these purchasers acknowledging that each has been privately offered the right to rescind the purchase of these securities, together with applicable interest as provided by law; that each desires to retain the ownership of the purchased units; and that none wishes to accept the rescission offer. Item 2. Management's Discussion and Analysis or Plan of Operation. - -------------------------------------------------------------------- Plan of Operation. - ------------------ The Company has conducted all of its business operations through its majority owned subsidiary, Sanguine Corporation, a California corporation ("Sanguine California"). Sanguine California is engaged in the development of a synthetic red blood cell product called "PHER-O2." The development of this product presently comprises its sole business operations. PHER-O2 is composed of perfluoro-decalin molecules (i.e., synthetic red blood cells), purified water and a proprietary, synthetic, fluorinated surfactant to hold the emulsion together. Perfluoro-decalin has great oxygen-carrying capacity, yet it can be as much as 900 times smaller than a red blood cell. Management believes that PHER-O2 may carry three to four times the oxygen of human blood per unit volume. This increased oxygen-carrying capacity may make PHER-O2 useful in the treatment of heart attacks, strokes, cancer and other diseases for which increased oxygenation is beneficial. Furthermore, the Company believes that perfluoro-decalin may be effective as an imaging agent in X-ray imaging, nuclear magnetic resonance (NMR) imaging and CAT scans, without side effects. Management also believes that PHER-O2 has several other advantages over human blood: it can be sterilized to be free of disease; is believed to have the quality of a universal match for all blood types; can be mass-produced; and may be stored much longer than human blood. Battelle Memorial Institute, through its Battelle Columbus Operations ("Battelle"), was retained to assist the Company in completing the emulsion of perfluoro-decalin and the synthetic surfactants that make up PHER-O2; it is anticipated that on completion of the compounding of PHER-O2, Battelle will perform initial gross animal tests, which do not require regulatory approval prior to commencement; however, the data gathered from any such tests will be subject to regulatory review in the future. The Company anticipates that it will manufacture experimental doses of PHER-O2 required to conduct gross animal testing. Battelle is not conducting any research and development activities pending receipt of further funding from the Company. It is anticipated that continued research and development of PHER-O2 will depend upon the Company's ability to obtain substantial additional equity or debt funding, as to which no assurance can be given. See the captions "Business Development," "Future Capital Requirements; Uncertainty of Future Funding" and "Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts" of the Company's Annual Report on Form 10-KSB for the calendar year ended December 31, 1999, which has previously been filed with the Securities and Exchange Commission and is incorporated herein. A portion of the funds derived from its recent private placement that was completed on August 29, 2000, will also be utilized for this research and development. In its second phase of operations, management intends to continue developing the perfluorocarbon compounds in PHER-O2 in order to optimize its quality, and expects to begin animal safety and efficacy trials in accordance with guidelines of the United States Food and Drug Administration ("FDA") and comparable foreign regulatory requirements. In the final phase of the Company's proposed business operations, it intends to complete its United States testing of PHER-O2, receive all necessary FDA approvals and begin American and Canadian sales for cancer treatment and angioplasty; and complete overseas testing, begin overseas sales and begin the construction of manufacturing facilities. Sanguine California has previously licensed BioLogix Development Partners, an unaffiliated California limited partnership, to manufacture and market PHER-O2 in Canada, including any future Canadian patent rights, and the exclusive right to market PHER-O2 in U.S. military pre-hospital markets. In this final phase, the Company also intends to continue trials to test PHER-O2 for other applications, including transplant organ preservation and the treatment of carbon monoxide poisoning, sickle cell anemia, heart attack and stroke. The Company will be required to conduct similar rigorous testing and clinical trials of PHER-O2 for each desired application for which it is sought to be used. PHER-O2 is still in the research and development stage. It has not been tested on animals or humans; nor has any application been submitted to any federal, state or foreign agency to seek authority for such testing. This development process will be time consuming, costly, subject to extreme governmental regulation and must prove that this product is safe and efficacious for human use. Until then, the Company will have no potential for revenues from operations. No assurance can be given that the Company will be able to raise the capital it will need to develop PHER-O2, or that if sufficient funds are raised, the Company will ever receive requisite federal, state or foreign agency approval to manufacture or market this product. See the captions "Business Development," "Special Risk Factors," "Principal Products or Services and their Markets," "Competition," "Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts" and "Governmental Approval of Principal Products or Services" of the Company's Registration Statement on Form 10-SB-A1, which has previously been filed with the Securities and Exchange Commission, and which is incorporated herein by reference. Results of Operations. - ---------------------- During the quarterly period ending June 30, 2000, 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 ($47,368). Liquidity. - ---------- During the quarterly period ended June 30, 2000, the Company had total expenses of $47,368, while receiving $0 in revenues; compared to the period ended June 30, 1999, the Company had total expenses of $63,091, while receiving $0 in revenues. The Company received $91,500 on August 3, 2000, for the sale of the rights to represent the Company and to receive a 1% royalty on sales in Greece for a period of three years; an additional $691,506 net proceeds after offering expenses was received on September 1, 2000, 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. - ---------------------------- On June 8, 2000, Sanguine executed and delivered a Warrant Agreement (the "Warrant Agreement") whereby it granted Westbury Consultancy Services Limited ("Westbury") warrants to acquire 12,000,000 shares of Sanguine's common stock at an exercise price of $0.30 per share (the "Warrants"). The exercise price was determined under the Warrant Agreement based upon 120% of the next private or public offering of Sanguine, which was the private placement conducted by Sanguine as reported in its 8-K Current Report dated September 1, 2000, which has been previously filed with the Securities and Exchange Commission and is incorporated herein by reference. See Item 7. The minimum exercise price was $0.25 per share. In consideration of the grant of the Warrants, Westbury agreed to provide Sanguine with services in the areas of endorsing, sponsoring and finding joint venture partners or affiliates to assist Sanguine in its research and development efforts of its principal product, "PHER-O2," a synthetic red blood cell product. The average bid price for the common stock of Sanguine as quoted on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the "NASD") on the date of the Warrant Agreement was $1.00. The Company recently completed a private placement of units that was closed on August 29, 2000. The amount of securities subscribed for and accepted was $817,985 for 1,635,970 units. Each unit consisted of two shares of common stock at $0.001 par value per share, and one redeemable common stock purchase warrant entitling the holder to purchase one share of common stock. The warrants are exercisable at $0.40 per share and expire on August 29, 2004. See the 8-K Current Report dated September 1, 2000. See Item 7. Item 6. Exhibits and Reports on Form 8-K. - ------------------------------------------- (a) Exhibits. 10-SB-A1 Registration Statement.* Form 10-KSB Annual Report for the Fiscal Year ended December 31, 1998.* Form 10-KSB Annual Report for the Fiscal Year ended December 31, 1999.* (b) Reports on Form 8-K. None. * 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: 10/31/00 By:/s/Thomas C. Drees ---------- ------------------------------------- Thomas C. Drees, CEO, President and Chairman of the Board of Directors Date: 10/31/00 By:/s/Anthony G. Hargreaves ---------- ------------------------------------- Anthony G. Hargreaves Vice President, Secretary/Treasurer and Director Date: 10/31/00 By:/s/David E. Nelson ---------- ------------------------------------- David E. Nelson CFO and Director EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 0000926287 SANGUINE CORPORATION 6-MOS DEC-31-2000 JUN-30-2000 4521 0 0 0 0 4521 0 0 4521 865553 0 0 0 24569 (885601) 4521 0 0 0 0 416176 0 25118 (441294) 0 0 0 0 0 (441294) (0.00) (0.00)
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