-----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, U2kYJV7UQR0TmfQI16jum1vYwkiNnw+cHvN/CQ/b6lHKRs771/49KNxet/953SAv 1HIxmKaZUoPeLqRLgoCAkw== 0001010412-02-000269.txt : 20021119 0001010412-02-000269.hdr.sgml : 20021119 20021119120134 ACCESSION NUMBER: 0001010412-02-000269 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANGUINE CORP CENTRAL INDEX KEY: 0000926287 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 954347608 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-24480 FILM NUMBER: 02832460 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 1 q902.txt QUARTERLY REPORT ON FORM 10QSB FOR THE QUARTER ENDED SEPTEMBER 30, 2002 U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 [ ] 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: September 30, 2002 31,621,102 ---------- 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) Index to Financial Statements Page Balance sheet, September 30, 2002 (unaudited) F-1 Statement of operations for the three and nine months ended September 30, 2002 and 2001 (unaudited) and for the period from January 18, 1989 (date of inception) to September 30, 2002 (unaudited) F-2 Statement of cash flows for the nine months ended September 30, 2002 and 2001 (unaudited) and for the period from January 18, 1989 (date of inception) to September 30, 2002 (unaudited) F-3 Notes to financial statements F-5 SANGUINE CORPORATION (A Development Stage Company) Balance Sheet September 30, 2002 (Unaudited) Assets Current assets: Cash $ 5,789 -------- Total assets $ 5,789 ======== Liabilities and Stockholders' Deficit Current liabilities: Related party accounts payable $236,253 Accrued salaries 689,000 Accrued interest payable 276,055 Other accrued expenses 48,795 Notes payable 1,148,727 ---------- Total current liabilities 2,398,830 ---------- Stockholders' deficit: Common stock - par value $.001 per share. Authorized 100,000,000 shares; issued and outstanding 31,621,102 shares 31,621 Additional paid-in capital 3,413,515 Deficit accumulated during the development stage (5,838,177) ---------- Total stockholders' deficit (2,393,041) ---------- Total liabilities and stockholders' deficit $ 5,789 ==========
See accompanying notes to financial statements. F-1 SANGUINE CORPORATION (A Development Stage Company) Statement of Operations (Unaudited)
Cumulative Three Months Ended Nine Months Ended Amounts September 30, September 30, From 2002 2001 2002 2001 Inception Revenue $ - $ - $ - $ - $ 150,000 Research and development (9,750) (68,535) (69,900) (176,322)(1,217,480) Consulting (3,975) (81,875)(1,174,457)(187,250)(2,210,102) General and Administrative expenses (57,482) (83,446) (273,267)(265,261)(2,195,559) --------- -------- --------- -------- ---------- Loss from operations (71,207) (233,856)(1,517,624)(628,833)(5,473,141) --------- -------- --------- -------- ---------- Other income (expense) Interest income - 1,025 4 12,758 27,457 Interest expense (35,476) (37,422) (128,960) (96,468) (392,493) --------- -------- -------- -------- ---------- Loss before benefit for income taxes (106,683) (270,253)(1,646,580)(712,543)(5,838,177) Benefit for income taxes - - - - - --------- -------- --------- -------- ---------- Net loss $(106,683)$(270,253)(1,646,580)(712,543)(5,838,177) ========= ======== +======== ======== ========== Loss per share basic and diluted $ - $ (.01)$ (.05) $ (.03) ========= ======== ======== ======== Weighted average number of shares outstanding basic and diluted 31,283,000 28,879,000 31,049,000 28,522,000 ========== ========== ========== ==========
See accompanying notes to financial statements. F-2 SANGUINE CORPORATION (A Development Stage Company) Statement of Cash Flows (Unaudited)
Cumulative Nine Months Ended Amounts September 30, From 2002 2001 Inception Cash flows from operating activities: Net loss $(1,646,580) $(712,543) $(5,838,227) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization - - 4,609 Common stock issued for services 74,231 62,876 1,102,033 Warrants and options issued for services 1,133,927 - 1,133,927 Interest on beneficial conversion feature 25,000 - 25,000 Legal expense related to beneficial conversion feature 3,750 - 3,570 Note payable issued for services 25,000 - 724,200 Recognition of prepaid services 69,375 124,375 277,500 Increase (decrease) in: Accounts payable 43,705 45,819 236,254 Accrued interest payable 103,960 80,732 276,055 Accrued liabilities 46,426 - 48,795 Accrued salaries 45,000 45,000 689,000 --------- --------- ----------- Net cash used in operating activities (76,206) (353,741) (1,317,104) --------- --------- ----------- Cash flows from investing activities - - (4,609) --------- --------- ----------- Cash flows from financing activities: Net (payments on) proceeds from notes payable 33,750 (56,264) 204,527 Sales of common stock 24,800 - 1,122,175 Contributed capital - - 800 --------- --------- ----------- Net cash (used in) provided by financing activities 58,550 (56,264) 1,327,502 --------- --------- ----------- Net increase (decrease) in cash (17,656) (410,005) 5,789 Cash, beginning of period 23,445 531,952 - --------- --------- ----------- Cash, end of period $ 5,789 $ 121,947 $ 5,789 ========= ========= ===========
See accompanying notes to financial statements. F-3 SANGUINE CORPORATION (A Development Stage Company) Statement of Cash Flows (Unaudited) Continued
Cumulative Nine Months Ended Amounts September 30, From 2002 2001 Inception Supplemental disclosure of cash flow information: Interest paid $ - $15,736 $114,883 ========= ======= ======== Income taxes paid $ - $ - $ - ========= ======= ========
See accompanying notes to financial statements. F-4 SANGUINE CORPORATION (A Development Stage Company) Notes to Financial Statements September 30, 2002 1. 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, 2001 Annual Report on Form 10-KSB. The results of operations for the period ended September 30, 2002 are not necessarily indicative of the operating results for the full year. 2. Earnings Per Share The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the common stock equivalents which would arise from the exercise of stock options and warrants outstanding using the treasury stock method and the average market price per share during the period. Common stock equivalents are not included in the diluted earnings per share calculation when their effect is antidilutive. F-5 Item 2. Management's Discussion and Analysis or Plan of Operation. - -------------------------------------------------------------------- Plan of Operation. - ------------------ We have not commenced planned principal operations, but have made good progress since the end of fiscal 1998, in formation and stability testing. Our proposed plan of operation is composed of three "stages," each of which coincides with a specific milestone in the process of developing PHER- O2. Each of these stages will begin subject to available funding. Each stage, and the projected cost of each, is as follows: Stage A (approximately one year): In the first six months, we have completed the development of perfluoro-decalin and the synthetic surfactants that make up PHER-O2, manufactured experimental doses, and will perform preliminary animal tests in accordance with FDA and overseas regulations. In the second six months, we will produce optimal quantities and conduct animal safety toxicity and efficacy trials 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 hire a few additional employees. Estimated cost is $1,500,000, divided as follows: animal safety and efficacy trials through a sub-contractor, $1,100,000; and administrative, patent and proprietary right protection and marketing costs, $400,000. Stage B (approximately one year): In the second year, we intend to prepare New Drug Applications for FDA, European, Chinese and South American approval, conducted in the United States and overseas. 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 Stage B, we estimate that we will need to hire a few additional employees. Estimated cost is $5,000,000, divided as follows: Prepare and file United States, European, Chinese and South American New Drug Applications, $600,000; conduct human safety and efficacy trials through a subcontractor in the United States and overseas, $3,200,000; 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. Stage C (approximately one year): In the third year, we plan to complete overseas testing of PHER-O2, begin sales in Europe, China, and South America 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 Stage C, 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, South American, Chinese and Canadian sales for cancer treatment and angioplasty. During this period, we also plan 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 Stage C is $25,000,000, divided as follows: Complete human safety and efficacy clinical trials and obtain United States and overseas agency approval of PHER-O2, $13,000,000; subcontract with major emulsifying firm, $5,000,000; recruit and train sales force of the United States and foreign markets, $5,000,000; and administrative, patent and proprietary right protection and marketing costs, $2,000,000. These cost estimates are based upon the prior experience of Thomas C. Drees, Ph.D., our President and CEO. Dr. Drees has more than 30 years' experience in the blood industry. Our plan of operation for the next 12 months is to: * perform preliminary animal toxicity tests in accordance with FDA; and * comparable foreign overseas regulations. In January, 2001, we engaged IriSys, Inc. ("IriSys") to provide us with expertise in preformulation development, analytical chemistry and stability protocol design and testing, including preparation of regulatory standards required to achieve regulatory compliance for our principal product, PHER-O2. We were successful in developing improved formulations of our surfactants, and in completing satisfactory stability tests at room temperature. In March, 2002, we granted an Exclusive License Agreement for China and parts of Asia and Brasil and South America regarding PHER-02 and related technology and patents to Ascendiant-Asia LLC and Ascendiant-South America LLC. Our ability to carry out our plan depends upon our ability to obtain additional substantial equity, debt financing, royalties, or joint ventures or strategic alliances. We cannot assure you that we will receive this financing, and except for the possibility of receiving funds from the exercise of our outstanding warrants, we do not have any firm arrangements yet that would ensure us any funding. If we do not receive any of these, we may not be able to proceed with our business plans. Currently, we are evaluating a number of inquiries from research institutions desiring to utilize our product, PHER-02, in a variety of studies using animals, and are providing our product for one study for the development of improved organ transplant solutions. Results of Operations. - ---------------------- During the quarterly period ending September 30, 2002, we received total revenues of $0 and sustained a net loss of ($106,683), as compared with the quarterly period ended September 30, 2001, when we received total revenue of $0 and sustained a net loss of ($270,253). For the nine months ended September 30, 2002, we received total revenue of $0 and sustained a net loss of ($1,646,580), compared with the nine months ended September 30, 2001, when we received total revenue of $0 and sustained a net loss of ($712,543). The significant increase in net loss was due mainly to warrants to purchase common stock granted to consultants for services as disclosed in our Company's Form 10-KSB Annual Report for the year ended December 31, 2001, which was filed with the Securities and Exchange Commission on April 10, 2002. Liquidity. - ---------- As of September 30, 2002, we had $5,789 in cash with $2,398,830 in current liabilities. We intend to fund the operations of our Company for the next 12 months through the issuance of common stock for cash or through the exercise of existing stock options and warrants or joint ventures, strategic alliances, royalties or licenses. Funds may come from the exercise of outstanding warrants that are presently the subject of an effective S-3 Registration Statement or through other debt or equity financing with members of management or others. There can be no guarantee that our Company will be successful in raising sufficient funds to meet its current financing needs. If the Company is unable to raise additional funds or find appropriate strategic alliances, it will be forced to cease continuing development of its product and may be unable to meet its SEC reporting obligations. Forward Looking Statements. - --------------------------- Statements made in this Form 10-QSB which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and of our business, including, without limitation, (i) our ability to gain a larger share of the synthetic blood industry, our ability to continue to develop products acceptable to the industry, our ability to retain relationships with suppliers and distributors, our ability to raise capital, and the growth of the synthetic blood industry, and (ii) statements preceded by, followed by or that include the words "may", "would", "could", "should", "expects", "projects", "anticipates", "believes", "estimates", "plans", "intends", "targets" or similar expressions. Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, in addition to those contained in our reports on file with the Securities and Exchange Commission; general economic or industry conditions, nationally and/or in the communities in which we conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, changes in the synthetic blood industry, the development of products and that may be superior to the products and services offered by us, demand for synthetic blood products, competition, changes in the quality or composition of our products and services, our ability to develop new products and services, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our operations, products, services and prices. Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements. Item 3. Controls and Procedures. - ---------------------------------- (a) Evaluation of Disclosure Controls and Procedures Our President and Secretary/Treasurer have evaluated our Company's disclosure controls and procedures as of November 14, 2002, and they concluded that these controls and procedures are effective. (b) Changes in Internal Controls There are no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to November 14, 2002. PART II - OTHER INFORMATION Item 1. Legal Proceedings. - ---------------------------- None; not applicable. Item 2. Changes in Securities and Use of Proceeds. - --------------------------------------------------- Recent Sales of Unregistered Securities During the Quarter. ----------------------------------------------------------- Date Name Shares Consideration - ---- ---- ------ ------------- 7/11/02 Leonard W. Burningham 9,346 Legal services 7/11/02 Branden T. Burningham 8,062 Legal services 8/15/02 Leonard W. Burningham 31,070 Legal services 8/30/02 Herbert J. Meiselman 12,500 Medical Board 8/30/02 L. Cass Terry 12,500 Medical Board 8/30/02 Craig Morrison 12,500 Medical Board 9/10/02 Leonard W. Burningham 35,776 Legal services 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. Form 10-KSB Annual Report for the Year ended December 31, 2001.* (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 there unto duly authorized. SANGUINE CORPORATION Date: 11/18/02 By:/s/Thomas C. Drees, Ph.D. --------- ------------------------------------- Thomas C. Drees, CEO, President and Chairman of the Board of Directors Date: 11/18/02 By:/s/Anthony G. Hargreaves --------- ------------------------------------- Anthony G. Hargreaves Vice President, Secretary/Treasurer Director Date: 11/18/02 By:/s/David E. Nelson --------- ------------------------------------- David E. Nelson CFO and Director CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Thomas C. Drees, Chief Executive Officer of Sanguine Corporation (the "Registrant"), certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of the Registrant; 2. Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly Report (the "Evaluation Date"); and c) presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent function); a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6. The Registrant's other certifying officer and I have indicated in this Quarterly Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: November 18, 2002 Signature:/s/Thomas C. Drees Thomas C. Drees Chief Executive Officer CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David E. Nelson, Chief Financial Officer of Sanguine Corporation (the "Registrant"), certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of Registrant; 2. Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Quarterly Report (the "Evaluation Date"); and c) presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's Board of Directors (or persons performing the equivalent function); a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 6. The Registrant's other certifying officer and I have indicated in this Quarterly Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: November 18, 2002 Signature:/s/David E. Nelson David E. Nelson Chief Financial Officer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly report of Sanguine Corporation (the "Registrant") on Form 10-QSB for the period ending September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I, Thomas C. Drees, CEO, President and Chairman of the Board of Directors, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of our Company. /s/Thomas C. Drees CEO, President and Chairman of the Board of Directors 11/18/02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly report of Sanguine Corporation (the "Registrant") on Form 10-QSB for the period ending September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I, David E. Nelson, CFO and director of our Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of our Company. /s/David E. Nelson CFO and Director 11/18/02 -----END PRIVACY-ENHANCED MESSAGE-----