-----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, NirxDco4nMBNSUtmFXdDBHQiPOifRVvyh8jPX2RtwCSzQMgM/CjGFbTbUDXJzdQo lN2voZjcTkdczg4D53rpOA== 0001010412-05-000197.txt : 20050611 0001010412-05-000197.hdr.sgml : 20050611 20050527133647 ACCESSION NUMBER: 0001010412-05-000197 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20050527 DATE AS OF CHANGE: 20050527 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24480 FILM NUMBER: 05862928 BUSINESS ADDRESS: STREET 1: 101 EAST GREEN ST STREET 2: #11 CITY: PASADENA STATE: CA ZIP: 91105 BUSINESS PHONE: 8184050079 MAIL ADDRESS: STREET 1: 101 EAST GREEN ST STREET 2: STE 11 CITY: PASADENA STATE: CA ZIP: 91105 10QSB/A 1 q305a.txt AMENDED QUARTERLY REPORT ON FORM 10QSB FOR THE QUARTER ENDED MARCH 31, 2005 U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-QSB/A-1 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------- --------------- Commission File No. 000-24480 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 Company's classes of common stock, as of the latest practicable date: March 31, 2005 80,012,844 ---------- 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, 2005 and December 31, 2004 SANGUINE CORPORATION (A Development Stage Company) Balance Sheets ASSETS March 31, December 31, 2005 2004 (Unaudited) CURRENT ASSETS Cash $ 337,551 $ 304,103 ---------- --------- Total Current Assets 337,551 304,103 ---------- --------- PROPERTY AND EQUIPMENT, NET 1,466 - ---------- --------- TOTAL ASSETS $ 339,017 $ 304,103 ========== ========= LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Related party payables $ 4,000 $ 4,000 Accounts payable 11,103 32,073 Accrued compensation 20,250 10,125 ------------ --------- Total Current Liabilities 35,353 46,198 ------------ --------- STOCKHOLDERS' DEFICIT Common stock: 100,000,000 shares authorized of $.001 par value, 80,012,844 and 78,942,904 shares outstanding, respectively 80,013 78,943 Additional paid-in capital 5,598,391 5,517,066 Accumulated deficit during the development stage (5,374,740) (5,338,104) ------------ ---------- Total Stockholders' Equity 303,664 257,905 ------------ ---------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 339,017 $ 304,103 ============ ========== The accompanying notes are an integral part of these financial statements. F-2 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, 2005 2004 2005 REVENUE $ 1,019 $ 4,863 $ 176,199 --------- ----------- ------------ OPERATING EXPENSES Professional Fees 18,052 - 2,683,275 Research and Development - - 1,356,970 Selling, general and administrative 21,474 86,495 2,360,059 --------- ----------- ------------ Total Operating Expenses 39,526 86,495 6,400,304 --------- ----------- ------------ LOSS FROM OPERATIONS (38,507) (81,632) (6,224,105) --------- ----------- ------------ OTHER INCOME (EXPENSE) Interest income 1 871 - 29,944 Interest expense - (34,341) (667,466) Loss on cash deposit - - (10,020) Gain on settlement of debt - - 1,496,907 --------- ----------- ------------ Total Other Income (Expense) 1,871 (34,341) 849,365 --------- ----------- ------------ NET LOSS $ (36,636) $ (155,973) $ (5,374,740) ========= =========== ============ BASIC LOSS PER SHARE $ (0.00) $ (0.00) ========= =========== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 79,826,113 38,636,976 ========== =========== The accompanying notes are an integral part of these financial statements. F-3 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 2005 2004 31, 2005 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (36,636) $ (115,973) $ (5,364,615) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization 25 - 4,634 Equity instruments issued for services - - 2,434,211 Interest on beneficial conversion feature - - 25,000 Legal expense related to beneficial conversion feature - - 3,750 Note payable issued for services - - 727,950 Gain on extinguishments of debt - - (98,826) Gain on conversions of debt to equity - - (1,398,081) Recognition of prepaid expenses and expenses prepaid with common stock - 62,943 456,184 Changes in assets and liabilities: Decrease in prepaid expenses - - Decrease in accounts payable and related party payables (11,370) - 339,291 Increase in accrued interest payable - 34,341 547,279 Increase in accrued liabilities 10,125 - 30,375 Increase in customer deposits - - 45,000 Increase in accrued salaries - 15,000 844,000 -------- -------- ---------- Net Cash Used by Operating Activities (37,856) (3,689) (1,424,098) -------- -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for fixed assets (1,491) - (6,100) -------- -------- ---------- Net Cash Used by Investing Activities (1,491) - (6,100) -------- -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from warrant conversion 72,795 - 402,085 Proceeds from notes payable and notes payable-related party - 2,700 212,139 Payments on notes payable and notes payable-related party - - (9,400) 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 72,795 2,700 1,767,749 -------- -------- ---------- NET INCREASE (DECREASE) IN CASH 33,448 (989) 337,551 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 304,103 1,973 - -------- -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $337,551 $ 984 $ 337,551 ======== ======== ========== The accompanying notes are an integral part of these financial statements. F-4 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 2005 2004 31, 2005 SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES CASH PAID FOR: Interest $ - $ - $ - Income taxes $ - $ - $ - NON-CASH FINANCING ACTIVITIES Common stock issued for debt Conversion $ 9,600 $ - $ 9,600 Equity instruments issued for services rendered $ - $ - $ 2,434,211 Interest on beneficial conversion feature $ - $ - $ 25,000 Legal related to beneficial conversion feature $ - $ - $ 3,750 Notes payable issued for services $ - $ - $ 727,950 Common stock issued for prepaid services $ - $ - $ 236,284 The accompanying notes are an integral part of these financial statements. F-5 SANGUINE CORPORATION (A Development Stage Company) Notes to Financial Statements March 31, 2005 and December 31, 2004 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, 2004 Annual Report on Form 10-KSB. Operating results for the three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. 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-6 SANGUINE CORPORATION (A Development Stage Company) Notes to Financial Statements March 31, 2005 and December 31, 2004 NOTE 3 - RELATED PARTY TRANSACTIONS During the quarter ended March 31, 2005, there was $4,000 in related party notes payables. NOTE 4 - STOCK OPTIONS AND WARRANTS A summary of the status of the Company's outstanding stock options as of March 31, 2005 and December 31, 2004 and changes during the periods then ended is presented below: Outstanding Exercisable Weighted Number Average Number Outstanding Remaining Exercisable Range of at March Contractual at March Exercise Prices 31, 2005 Life 31, 2005 $ 0.1275 470,642 1.5 470,642 0.08 2,476,429 1.5 2,476,429 0.125 150,000 1.9 150,000 0.028 30,000 2.0 30,000 ---------- ---------- 3,127,071 3,127,071 ========== ========== F-7 Item 2. Management's Discussion and Analysis or Plan of Operation. - -------------------------------------------------------------------- Plan of Operation. - ------------------ General. - -------- We have not commenced planned principal operations, but have made good progress since the end of fiscal 2001, in formulation and stability testing. In January, 2001, we were successful in developing improved formulations of our surfactants for PHER-02. 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 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 not to exceed $500,000, divided as follows: Completed surfactant formulation (done) and the manufacture of sufficient product for initial testing, (done); animal safety and efficacy trials through a sub-contractor, (done); and administrative, patent and proprietary right protection and marketing costs, $400,000 (in process). Stage B (approximately one year [in process): In the second year, we intend to prepare New Drug Applications for FDA and selected foreign governmental approvals. 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 complete the preparation and submission of the U.S. FDA Investigational New Drug Application (IND) to support PHER-02 as a synthetic oxygen carrying product or blood substitute; which will include: * A Gap Analysis for the U.S. IND, meaning a Non-clinical Assessment, a Clinical Assessment and a Chemistry, Manufacturing and Controls Assessment (CMC), preparation for an attendance at a Pre-IND meeting with the FDA, and preparation of a pre-IND briefing document to determine our progress towards the U.S. IND, with the aid and assistance of Beckloff; and * A Clinical Program and Study Design(s), meaning clinical experts will be utilized for assessment as well as attendance in the Pre-IND meeting, (if requested, with the aid and assistance of Beckloff. 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. Results of Operations. - ---------------------- Revenues for the quarters ended March 31, 2005 and 2004 were $1,019 and $4,863, respectively. We had no material operations, except the research and development activities related to our subcontracted research and development of our product. We realized a net loss of ($36,636), with a loss of $0.00 per share during the quarter ended March 31, 2005, and a net loss of $(155,973), with a loss of $(.00) per share for the quarter ended March 31, 2004. Most of our expense related to the value of equity securities issued by us for services rendered. Liquidity. - ---------- As of March 31, 2005, we had $337,551 in cash, with $25,228 in current liabilities. During the quarter ended March 31, 2005, we had net expenses of $29,401, while receiving $1,019 in revenues. We received $4,863 in revenues, and had total expenses of $86,495 during the quarter ended March 31, 2004. Most of these expenses related to the value of equity securities issued by us for services rendered. Cash resources at March 31, 2005 and December 31, 2004 were $337,551 and $304,103, respectively. Liquidity during the first quarter 2005 was provided by warrant exercises that resulted in the issuance of 993,254 shares for an aggregate gross proceeds of $79,460.32. 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. Unregistered Sales of Equity Securities and Use of Proceeds. - ---------------------------------------------------------------------- Leonard W. Burningham 1/13/2005 200,000* Joseph Trabaccone 1/13/2005 100,000* Todd Kinney 1/13/2005 100,000* William P. Archer 1/13/2005 100,000* Robert S. Howell 1/13/2005 46,627* SCS, Inc. 1/13/2005 160,000** Susan Johnston 1/31/2005 100,000* James R. Dunn 1/31/2005 100,000* Joseph Trabaccone 2/9/2005 90,000* Robert Kwun 2/9/2005 73,313* Longevity Laboratories 4/4/2005 12,500*** Craig Morrison 4/4/2005 12,500*** Herbert J. Meiselman 4/4/2005 12,500*** Robert Kwun 4/4/2005 50,000*** Joseph Trabaccone 4/7/2005 83,314* Thomas C. Drees 4/15/2005 12,500*** Thomas C. Drees 4/15/2005 12,500*** David E. Nelson 4/15/2005 12,500*** David E. Nelson 4/15/2005 12,500*** Edward L. Kunkel 4/15/2005 12,500*** Edward L. Kunkel 4/15/2005 12,500*** * Issued at $0.08 per share on the exercise of outstanding warrants. ** Issued at $0.06 per share for the payment of expenses on our behalf. *** Issued for service as a member of the Board of Directors or the Medical Advisory Board. We issued all of these securities to persons who were either "accredited investors," or "sophisticated investors" who, by reason of education, business acumen, experience or other factors, were fully capable of evaluating the risks and merits of an investment in our company; and each had prior access to all material information about us. We believe that the offer and sale of these securities were exempt from the registration requirements of the Securities Act, pursuant to Sections 4(2) and 4(6) thereof, and Rule 506 of Regulation D of the Securities and Exchange Commission and from various similar state exemptions. 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. - ------------------- Exhibits. Form 10-KSB Annual Report for the Year ended December 31, 2004.* 31.1 302 Certification of Thomas C. Drees 31.2 302 Certification of David E. Nelson 32 Section 906 Certification. * 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: 5/27/05 By:/s/Thomas C. Drees, Ph.D. --------- ------------------------------------- Thomas C. Drees, CEO, President and Chairman of the Board of Directors Date: 5/27/05 By:/s/David E. Nelson --------- ------------------------------------- David E. Nelson CFO and Director EX-31 3 ex31-1.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 and Chief Executive Officer of Sanguine Corporation (the "small business issuer"), certify that: 1. I have reviewed this Amended Quarterly Report on Form 10-QSB/A-1 of the small business issuer; 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 small business issuer as of, and for, the periods presented in this Quarterly 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)) 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 our supervision, to ensure that material information relating to the small business issuer 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 small business issuer's disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and c) disclosed in this Quarterly 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: 5/27/2005 Signature:/s/Thomas C. Drees --------------- ---------------------- Thomas C. Drees President and Chief Executive Officer EX-31 4 ex31-2.txt 302 CERTIFICATION OF DAVID NELSON Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David Nelson, Chief Financial Officer of Sanguine Corporation (the "small business issuer"), certify that: 1. I have reviewed this Amended Quarterly Report on Form 10-QSB/A-1 of the small business issuer; 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 small business issuer as of, and for, the periods presented in this Quarterly 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)) 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 our supervision, to ensure that material information relating to the small business issuer 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 small business issuer's disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and c) disclosed in this Quarterly 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: 5/27/2005 Signature:/s/David E. Nelson --------------- ---------------------- David E. Nelson Chief Financial Officer Secretary/Treasurer EX-32 5 ex32.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 Amended Quarterly Report of Sanguine Corporation (the "Registrant") on Form 10-QSB/A-1 for the period ended March 31, 2005, as filed with the Commission on the date hereof (the "Quarterly Report"), we, Thomas C. Drees, President and Chief Executive Officer and David Nelson, Chief Financial Officer of the Registrant, 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 Quarterly 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 Quarterly Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant. Dated: 5/27/2005 /s/Thomas C. Drees ----------------- ------------------------------- Thomas C. Drees President, Chief Executive Officer and Director Dated: 5/27/2005 /s/David E. Nelson ----------------- ------------------------------- David E. Nelson Chief Financial Officer, Secretary/Treasurer and Director -----END PRIVACY-ENHANCED MESSAGE-----