SC 13D 1 scs13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Sanguine Corporation (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE. (Title of Class of Securities) 801006 10 7 (CUSIP Number) S.C.S., Inc. 455 East 500 South, #201 Salt Lake City, UT 84111 (801) 532-1763 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 15, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 801006 10 7 ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.C.S., Inc. ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X ------------------------------------------------------------------------------ 3. SEC USE ONLY ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS OO ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ------------------------------------------------------------------------------ 7. SOLE VOTING POWER 2,540,000 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 2,540,000 ------------------------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,540,000 ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO ------------------------------------------------------------------------------ * The reporting person expressly disclaims (i)the existence of any group and (ii) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, par value $.001 per share (the "Common Stock"), of Sanguine Corporation, a Nevada corporation (the "Company" or the "Issuer"). The Company's principal executive offices are located at 101 East Green Street, #11, Pasadena, California 91105. ITEM 2. IDENTITY AND BACKGROUND. (a) This Schedule is being filed by S.C.S., Inc. (b) The business address of S.C.S., Inc. is 455 East 500 South, #201, Salt Lake City, Utah 84111. (c) S.C.S., Inc. is a stockholder of the Company. (d) During the last five years, S.C.S., Inc. has not been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the last five years, S.C.S., Inc. was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which, as a result of such proceeding, made him subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect thereto. (f) S.C.S., Inc. is an entity of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. 1,000,000 shares acquired on December 15, 2003, in consideration of an agreement between S.C.S., Inc. and the Company, whereby S.C.S., Inc. agreed to pay the costs and expenses associated with bringing the 10-KSB and 10-QSB filings of the Company current. 1,000,0000 shares acquired on June 24, 2003, in consideration of an agreement between S.C.S., Inc. and the Company, whereby S.C.S., Inc. agreed to pay and/or compromise the past due bill of the Company to Tanner & Co. as required to bring the 10-KSB and 10-QSB filings current. 540,000 shares acquired on December 5, 2002, for past services rendered to the Company. ITEM 4. PURPOSE OF TRANSACTION. See Item 3. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) According to the Company, there were 38,636,976 shares of Common Stock outstanding as of May 12, 2004. S.C.S., Inc. is the beneficial owner of 2,540,000 shares of Common Stock, which represents approximately 6.6% of the outstanding shares of the Company's Common Stock. (b) S.C.S., Inc. has the sole power to direct the vote of the 2,540,000 shares of Common Stock beneficially owned by it and the sole power to direct the disposition of such shares. (c) Except as set forth in this Schedule 13D, there have been no sales or purchases with respect to the Company's shares effected during the past sixty days by S.C.S., Inc. (d) Not Applicable. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as described above and elsewhere in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among S.C.S., Inc. and any other person with respect to any securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None; not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: 05/12/04 /s/ Karl Smith --------------------- Karl Smith President S.C.S., Inc.