-----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, EGMz0ZGvqDoVRz7L4iS1enR5esuWb2Dn3FNa8ZCC3/vZo8JKzJiB/qZZ4Ax6lX05 KHWGRmWoSkvwv4qUCZxy0w== 0001010412-04-000233.txt : 20040607 0001010412-04-000233.hdr.sgml : 20040607 20040607171935 ACCESSION NUMBER: 0001010412-04-000233 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20040607 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: 04852406 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 q603.txt QUARTERLY REPORT ON FORM 10QSB FOR THE QUARTER ENDED JUNE 30, 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 June 30, 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: June 30, 2003 38,561,976 ---------- 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) FINANCIAL STATEMENTS June 30, 2003 and December 31, 2002
SANGUINE CORPORATION (A Development Stage Company) Balance Sheets ASSETS June 30, December 31, 2003 2002 (Unaudited) CURRENT ASSETS Cash $ 1,946 1,393 ---------- ---------- Total Current Assets 1,946 1,393 ---------- ---------- PROPERTY AND EQUIPMENT, NET (Note 1) - - ---------- ---------- TOTAL ASSETS $ 1,946 $ 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 June 30, December 31, 2003 2002 (Unaudited) CURRENT LIABILITIES Related party payables $ 187,805 $ 187,805 Accounts payable 81,184 171,068 Accrued interest 14,176 10,085 Accrued interest related party 358,707 294,091 Accrued salaries 796,000 748,000 Other accrued expenses 2,369 2,369 Notes payable and convertible notes payable 74,750 40,000 Notes payable related party 1,094,977 1,079,977 ------------ ------------ Total Current Liabilities 2,609,968 2,533,395 LONG-TERM LIABILITIES Notes Payable - 28,750 ------------ ------------ Total Long-Term Liabilities - 28,750 ------------ ------------ Total Liabilities 2,609,968 2,562,145 ------------ ------------ STOCKHOLDERS' DEFICIT Common stock: 100,000,000 shares authorized of $.001 par value, 38,561,976, and 34,798,607 shares outstanding, respectively 38,562 34,799 Additional paid-in capital 3,579,772 3,422,257 Expenses prepaid with common stock (95,113) (96,510) Accumulated deficit during the development stage (6,131,243) (5,921,298) ------------ ------------ Total Stockholders' Deficit (2,608,022) (2,560,752) ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,946 $ 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 For the For the January 18, Three Months Ended Six Months Ended 1990 Through June 30, June 30, June 30, 2003 2002 2003 2002 2003 REVENUE $ 518 $ - $ 518 $ - $ 150,518 OPERATING EXPENSES Consulting 39,020 19,280 65,781 1,170,482 2,275,883 Research and Development 15,600 9,750 31,800 60,150 1,310,947 Selling, general and administrative 39,722 76,332 71,293 215,786 2,221,532 --------- ------- --------- --------- ---------- Total Operating Expenses 94,342 105,362 168,874 1,446,418 5,808,362 --------- ------- --------- --------- ---------- LOSS FROM OPERATIONS (93,824) (105,362) (168,356)(1,446,418)(5,657,884) --------- ------- --------- --------- ---------- OTHER INCOME (EXPENSES) Interest income - - - 4 27,457 Interest expense (34,060) (34,820) (67,561) (93,483) (493,071) Loss on cash deposit - - - - (10,020) Gain (Loss) on settlement of debt - - 25,972 - 2,235 --------- ------- --------- --------- ---------- Total Other Income (Expense) (34,060) (34,820) (41,589) (93,479) (473,399) --------- ------- --------- --------- ---------- NET LOSS $(127,884) $(40,182)$(209,945)(1,539,897)(6,131,243) ========= ======== ========= ========= ========== BASIC LOSS PER SHARE $ (0.00) $ (0.01)$ (0.01) $ (0.05) ========= ======== ========= ========= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 36,898,102 30,942,000 36,342,773 30,792,000 ========== ========== ========== ==========
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 Six Months Ended 18, 1990 through June 30, June 30, 2003 2002 2003 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (209,945) $(1,539,897) $ (6,131,243) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization - - 4,609 Equity instruments issued for services 28,019 1,199,781 2,179,390 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 - 28,750 727,950 (Gain) Loss on extinguishments of debt (25,972) - (2,235) Recognition of prepaid expenses and expenses prepaid with common stock 67,062 69,375 138,937 Changes in assets and liabilities: Decrease in prepaid expenses - - 205,625 Increase in accounts payable and related party payables 3,681 18,970 338,817 Increase in accrued interest payable 68,708 68,484 372,884 Increase in accrued liabilities - 46,426 2,369 Increase in accrued salaries 48,000 30,000 769,000 -------- -------- ---------- Net Cash Used by Operating Activities (20,447) (49,361) (1,338,147) -------- -------- ---------- 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 21,000 9,500 190,377 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 - 24,800 1,122,175 -------- -------- ---------- Net Cash Provided by Financing Activities 21,000 34,300 1,344,702 -------- -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 553 (15,061) 1,946 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,393 23,445 - -------- -------- ---------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,946 $ 8,384 $ 1,946 ======== ======== ==========
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 Six Months Ended 18, 1990 through June 30, June 30, 2003 2002 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 $ 28,019 $ 1,199,781 $ 2,179,390 Notes payable issued for services $ - $ 28,750 $ 727,950 Common stock issued for prepaid services $ 82,175 $ - $ 236,185
The accompanying notes are an integral part of these financial statements. F-6 SANGUINE CORPORATION (A Development Stage Company) Notes to Financial Statements June 30, 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 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 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 and six months ended June 30, 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 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 $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 June 30, 2003 and December 31, 2002 NOTE 3 - MATERIAL EVENTS During the quarter ended June 30, 2003, the Company issued 1,037,500 shares of common stock for services valued at $22,125; and 1,000,000 shares issued for payables of $17,057 and prepaid services valued at $62,943. NOTE 4 - STOCK OPTIONS AND WARRANTS A summary of the status of the Company's outstanding stock options as of June 30, 2003 and 2002 and changes during the periods then ended is presented below: June 30, 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 June Contractual Exercise at June Exercise Exercise Prices 30, 2003 Life Price 30, 2003 Price $ 0.13 470,642 3.57 $ 0.13 470,642 $ 0.13 0.35 1,799,567 1.17 0.35 1,799,567 0.35 0.08-0.15 8,727,500 1.70 0.10 8,727,500 0.10 ---------- ------- ------ ---------- ------- $ 0.07-0.35 10,997,709 1.69 $ 0.15 10,997,709 $ 0.15 ========== ======= ====== ========== ======= F-8 SANGUINE CORPORATION (A Development Stage Company) Notes to Financial Statements June 30, 2003 and December 31, 2002 NOTE 5 - SUBSEQUENT EVENTS Subsequent to June 30, 2003, the Company issued 75,000 shares of common stock for services valued at $6,938. 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 - ---- ---- ------ ------------- 6/24/03 SCS, Inc. 1,000,000 Services 6/24/03 SCS, Inc. 1,000,000 Payables and Services 6/30/03 Herbert J. Meiselman, MD. 12,500 Medical Board 6/30/03 L. Cass Terry, MD. 12,500 Medical Board 6/30/03 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 EX-31 2 ex31-1603.txt 302 CERTIFICATION OF THOMAS C. DREES Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Thomas C. Drees, President of Sanguine Corporation (the "small business issuer"), certify that: 1. I have reviewed this quarterly report ("Report") on Form 10-QSB of the small business issuer; 2. Based on my knowledge, this 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 Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this Report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer is made known to me by others within those entities, particularly during the period in which this Report is being prepared; b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this Report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and c) disclosed in this Report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions); a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Dated: 6/2/04 Signature:/S/Thomas C. Drees ---------------------- Thomas C. Drees President EX-31 3 ex31-2603.txt 302 CERTIFICATION OF DAVID E. NELSON Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David E. Nelson, Chief Financial Officer of Sanguine Corporation (the "small business issuer"), certify that: 1. I have reviewed this quarterly report ("Report") on Form 10-QSB of the small business issuer; 2. Based on my knowledge, this 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 Report; 3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this Report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer is made known to me by others within those entities, particularly during the period in which this Report is being prepared; b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this Report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and c) disclosed in this Report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions); a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Dated: 6/1/04 Signature: /S/David E. Nelson ---------------------- David E. Nelson Chief Financial Officer EX-32 4 ex32603.txt 906 CERTIFICATION Exhibit 32 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 "Company") on Form 10-QSB for the period ending June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), We, Thomas C. Drees, President and David E. Nelson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The 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 the Company. Date: 6/2/04 /s/Thomas C. Drees ---------- --------------------- Thomas C. Drees President and director Date: 6/1/04 /s/David E. Nelson ---------- --------------------- David E. Nelson Chief Financial Officer and director -----END PRIVACY-ENHANCED MESSAGE-----