10QSB 1 q303.txt QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2003 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 March 31, 2003 [ ] 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 Company (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 Company 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: March 31, 2003 36,524,476 ---------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The Financial Statements of the Company 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 Company. SANGUINE CORPORATION (A Development Stage Company) FINANCIAL STATEMENTS March 31, 2003 and December 31, 2002
SANGUINE CORPORATION (A Development Stage Company) Balance Sheets ASSETS March 31, December 31, 2003 2002 (Unaudited) CURRENT ASSETS Cash $ 1,824 1,393 ---------- ---------- Total Current Assets 1,824 1,393 ---------- ---------- PROPERTY AND EQUIPMENT, NET (Note 1) - - ---------- ---------- TOTAL ASSETS $ 1,824 $ 1,393 ========== ==========
The accompanying notes are an integral part of these financial statements. F-2
SANGUINE CORPORATION (A Development Stage Company) Balance Sheets (Continued) LIABILITIES AND STOCKHOLDERS' DEFICIT March 31, December 31, 2003 2002 (Unaudited) CURRENT LIABILITIES Related party payables $ 187,805 $ 187,805 Accounts payable 98,240 171,068 Accrued interest 12,695 10,085 Accrued interest related party 326,128 294,091 Accrued salaries 772,000 748,000 Other accrued expenses 2,369 2,369 Notes payable and convertible notes payable 74,750 40,000 Notes payable related party 1,088,977 1,079,977 ------------ ------------ Total Current Liabilities 2,562,964 2,533,395 LONG-TERM LIABILITIES Notes Payable - 28,750 ------------ ------------ Total Long-Term Liabilities - 28,750 ------------ ------------ Total Liabilities 2,562,964 2,562,145 ------------ ------------ STOCKHOLDERS' DEFICIT Common stock: 100,000,000 shares authorized of $.001 par value, 36,524,476, and 34,798,607 shares outstanding, respectively 36,525 34,799 Additional paid-in capital 3,479,684 3,422,257 Expenses prepaid with common stock (73,990) (96,510) Accumulated deficit during the development stage (6,003,359) (5,921,298) ------------ ------------ Total Stockholders' Deficit (2,561,140) (2,560,752) ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,824 $ 1,393 ============ ============
The accompanying notes are an integral part of these financial statements. F-3
SANGUINE CORPORATION (A Development Stage Company) Statements of Operations (Unaudited) From Inception of the Development Stage on January 18, For the Three Months Ended 1990 Through March 31, March 31, 2003 2002 2003 REVENUE $ - $ - $ 150,000 OPERATING EXPENSES Consulting 26,761 1,151,202 2,236,863 Research and Development 16,200 50,400 1,295,347 Selling, general and administrative 31,571 139,454 2,181,810 --------- ----------- ------------ Total Operating Expenses 74,532 1,341,056 5,714,020 --------- ----------- ------------ LOSS FROM OPERATIONS (74,532) (1,341,056) (5,564,020) --------- ----------- ------------ OTHER INCOME (EXPENSE) Interest income - 4 27,457 Interest expense (33,501) (58,663) (459,011) Loss on cash deposit - - (10,020) Gain (Loss) on settlement of debt 25,972 - 2,235 --------- ----------- ------------ Total Other Income (Expense) (7,529) (58,659) (439,339) --------- ----------- ------------ NET LOSS $ (82,061) $(1,399,715) $ (6,003,359) ========= =========== ============ BASIC LOSS PER SHARE $ (0.00) $ (0.05) ========= =========== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 35,781,273 30,640,000 ========== ===========
The accompanying notes are an integral part of these financial statements. F-4
SANGUINE CORPORATION (A Development Stage Company) Statements of Cash Flows (Unaudited) From Inception of Development Stage on January For the Three Months Ended 18, 1990 through March 31, March 2003 2002 31, 2003 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (82,061) $(1,399,715) $ (6,003,359) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization - - 4,609 Equity instruments issued for services 5,894 1,139,327 2,157,265 Interest on beneficial conversion feature - 25,000 25,000 Legal expense related to beneficial conversion feature - 3,750 3,750 Note payable issued for services - 25,000 727,950 (Gain) Loss on extinguishments of debt (25,972) - (2,235) Recognition of prepaid expenses and expenses prepaid with common stock 25,242 69,375 97,117 Changes in assets and liabilities: Decrease in prepaid expenses - - 205,625 Increase in accounts payable and related party payables 3,681 9,553 338,817 Increase in accrued interest payable 34,647 33,664 338,823 Increase in accrued liabilities - 59,426 2,369 Increase in accrued salaries 24,000 15,000 772,000 -------- -------- ---------- Net Cash Used by Operating Activities (14,569) (19,620) (1,332,269) -------- -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for fixed assets - - (4,609) -------- -------- ---------- Net Cash Used by Investing Activities - - (4,609) -------- -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from notes payable and notes payable-related party 15,000 3,750 184,377 Payments on notes payable and notes payable-related party - - (8,600) Proceeds from issuance of convertible debentures - - 40,000 Contributed capital - - 750 Common stock issued for cash - - 1,122,175 -------- -------- ---------- Net Cash Provided by Financing Activities 15,000 3,750 1,338,702 -------- -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 431 (15,870) 1,824 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,393 23,445 - -------- -------- ---------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,824 $ 7,575 $ 1,824 ======== ======== ==========
The accompanying notes are an integral part of these financial statements. F-5
SANGUINE CORPORATION (A Development Stage Company) Statements of Cash Flows (Continued) From Inception of Development Stage on January For the Three Months Ended 18, 1990 through March 31, March 2003 2002 31, 2003 SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES CASH PAID FOR: Interest $ - $ 25,000 $ 114,883 Income taxes $ - $ - $ - NON-CASH FINANCING ACTIVITIES Equity instruments issued for services rendered $ 5,894 $ 1,139,327 $ 2,157,265 Notes payable issued for services $ - $ 28,750 $ 727,950 Common stock issued for prepaid services $ 19,232 $ - $ 173,242
The accompanying notes are an integral part of these financial statements. F-6 SANGUINE CORPORATION (A Development Stage Company) Notes to Financial Statements March 31, 2003 and December 31, 2002 NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION The accompanying unaudited condensed 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 condensed financial statements include 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 condensed financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its December 31, 2002 Annual Report on Form 10-KSB. Operating results for the three months ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. NOTE 2 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles 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 $300,000 - $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. F-7 SANGUINE CORPORATION (A Development Stage Company) Notes to Financial Statements March 31, 2003 and December 31, 2002 NOTE 3 - MATERIAL EVENTS During the quarter ended March 31, 2003, the Company issued 37,500 shares of common stock for services valued at $1,125; 625,000 shares issued for cash- less option exercises valued at $24,000; and 1,063,369 shares issued for payables of $60,000 and gain on settlement of $25,972. NOTE 4 - STOCK OPTIONS AND WARRANTS During the period ended March 31, 2003, the Company issued options to purchase 1,625,000 shares of common stock to non-employees for services. The options were exercisable at $0.03 and $0.04 per share and were immediately exercised upon issuance in payment of payables and services. As the options were exercised immediately, no expense was recognized upon grant. A summary of the status of the Company's outstanding stock options as of March 31, 2003 and December 31, 2002 and changes during the periods then ended is presented below: March 31, 2003 December 31, 2002 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Outstanding, beginning of year 10,997,709 $ 0.30 2,270,209 $ 0.30 Granted 1,625,000 0.04 9,537,500 0.10 Expired/Cancelled - - - - Exercised (1,625,000) 0.04 (810,000) 0.07 ---------- ------ ---------- ------ Outstanding end of year 10,997,709 $ 0.15 10,997,709 $ 0.15 ========== ====== ========== ====== Exercisable 10,997,709 $ 0.15 10,997,709 $ 0.15 ========== ====== ========== ====== Outstanding Exercisable Weighted Number Average Weighted Number Weighted Outstanding Remaining Average Exercisable Average Range of at March Contractual Exercise at March Exercise Exercise Prices 31, 2003 Life Price 31, 2003 Price $ 0.13 470,642 3.82 $ 0.13 470,642 $ 0.13 0.35 1,799,567 1.42 0.35 1,799,567 0.35 0.08-0.15 8,727,500 1.95 0.10 8,727,500 0.10 ---------- ------- ------ ---------- ------- $ 0.07-0.35 10,997,709 1.94 $ 0.15 10,997,709 $ 0.15 ========== ======= ====== ========== ======= F-8 SANGUINE CORPORATION (A Development Stage Company) Notes to Financial Statements March 31, 2003 and December 31, 2002 NOTE 5 - SUBSEQUENT EVENTS Subsequent to March 31, 2003, there were additions of $9,000 and payments made of $800 on related party notes payables. Subsequent to March 31, 2003, the Company issued 1,112,500 shares of common stock for services valued at $29,063 and 1,000,000 shares for payables of $17,057 and prepaid services valued at $62,943. F-9 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 2001,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 have performed preliminary animal tests in accordance with FDA and overseas regulations. In the second six months, we will produce optimal quantities and conduct animal safety 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 the hire a few additional employees. Estimated cost is $1,500,000, divided as follows: Completed surfactant formulation (done) and the manufacture of sufficient product for initial testing, $500,000; animal safety and efficacy trials through a sub-contractor, $600,000; 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 having: * manufactured experimental doses of PHER-O2; and * performed preliminary animal 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, to produce bottled PHER-02 for animal trials, and to conduct stability trials. We were successful in developing improved formulations of our surfactants under this engagement. In March, 2002, we granted an Exclusive License Agreement for parts of Asia regarding PHER-02 and related technology and patents to Ascendiant-Asia and Ascendiant-South America. We plan to terminate these Exclusive License Agreements as we have received no revenues or sublicenses from them. Our ability to carry out our plan depends entirely upon our ability to obtain additional substantial equity, debt financing or royalties. We can not 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 arrangements that would ensure us any funding. If we do not receive it, we will not be able to proceed with our business plans. 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, and future performance 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. As of the end of the 90 day period at the end of this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic reports that are filed with the Securities and Exchange Commission. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. In addition, we reviewed our internal controls, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation. 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 ---- ---- ------ ------------- 1/21/03 Leonard W. Burningham, Esq. 425,000 Legal services 1/21/03 Jason Carter 100,000 Services 2/19/03 National Financial Communications 1,063,369 Payables 3/20/03 Leonard W. Burningham, Esq. 100,000 Legal services 3/31/03 Herbert J. Meiselman, MD. 12,500 Medical Board 3/31/03 L. Cass Terry, MD. 12,500 Medical Board 3/31/03 Craig Morrison, MD. 12,500 Medical Board 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, 2002.* 31.1 302 Certification of Thomas C. Drees 31.2 302 Certification of David E. Nelson 32 Section 906 Certification. (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: 6/2/04 By:/s/Thomas C. Drees, Ph.D. --------- ------------------------------------- Thomas C. Drees, CEO, President and Chairman of the Board of Directors Date: 6/1/04 By:/s/David E. Nelson --------- ------------------------------------- David E. Nelson CFO and Director