10QSB 1 q905.txt QUARTERLY REPORT ON FORM 10QSB FOR THE QUARTER ENDED SEPTEMBER 30, 2005 U. S. Securities and Exchange Commission Washington, D. C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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, #6 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 --- --- --- --- Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X --- --- 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: September 30, 2005 80,458,658 ---------- 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 & SUBSIDIARY (A Development Stage Company) CONSOLIDATED FINANCIAL STATEMENTS September 30, 2005 and December 31, 2004 SANGUINE CORPORATION & SUBSIDIARY (A Development Stage Company) Consolidated Balance Sheets ASSETS September 30, December 31, 2005 2004 (Unaudited) CURRENT ASSETS Cash $ 247,016 $ 304,103 ------------- ---------- 247,016 304,103 ------------- ---------- PROPERTY AND EQUIPMENT, NET (Note 1) 1,416 - ------------- ---------- TOTAL ASSETS $ 248,432 $ 304,103 ============= ========== The accompanying notes are an integral part of these consolidated financial statements. F-2 SANGUINE CORPORATION & SUBSIDIARY (A Development Stage Company) Consolidated Balance Sheets (Continued) LIABILITIES AND STOCKHOLDERS' DEFICIT September 30, December 31, 2005 2004 (Unaudited) CURRENT LIABILITIES Related party payable $ 4,000 $ 4,000 Accounts payable 42,529 32,073 Accrued compensation 35,000 10,125 ----------- ----------- Total Current Liabilities 81,529 46,198 STOCKHOLDERS' DEFICIT Common stock: 100,000,000 shares authorized of $.001 par value, 80,458,658 and 78,942,904 shares outstanding, respectively 80,459 78,943 Additional paid-in capital 5,666,685 5,517,066 Accumulated deficit during the development stage (5,580,241) (5,338,104) ----------- ----------- Total Stockholders' Deficit 166,903 257,905 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 248,432 $ 304,103 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. F-3 SANGUINE CORPORATION & SUBSIDIARY (A Development Stage Company) Consolidated Statements of Operations (Unaudited) From Inception of the Development Stage on For the Three For the Nine January 18, Months Ended Months Ended 1990 Through September 30 September 30, September 30 2005 2004 2005 2004 2005 REVENUE $ - $ 10,041 $ 1,019 $ 14,904 $ 176,199 OPERATING EXPENSES Professional fees 59,194 - 150,604 - 2,815,827 Research and Development - - - 19,500 1,356,970 Selling, general and administrative 36,854 278,739 99,712 370,967 2,438,298 -------- --------- --------- --------- ---------- Total Operating Expenses 96,048 278,739 250,316 390,467 6,611,095 -------- --------- --------- --------- ---------- LOSS FROM OPERATIONS (96,048) (268,698) (249,297) (375,563)(6,434,896) OTHER INCOME (EXPENSES) Interest income 2,523 - 7,160 - 35,234 Interest expense - (34,613) - (103,814) (667,466) Loss on cash deposit - - - - (10,020) Gain on settlement of debt - 1,389,172 - 1,389,172 1,496,907 -------- --------- --------- --------- ---------- Total Other Income (Expense) 2,523 1,354,559 7,160 1,285,358 854,655 -------- --------- --------- --------- ---------- NET INCOME/(LOSS) $(93,525)$1,085,861 $(242,137) $ 909,795$(5,580,241) ======== ========= ========= ========= ========== BASIC EARNINGS (LOSS) PER SHARE $ (0.00) $ 0.03 $ ( 0.00) $ 0.02 ======== ========= ========= ========= DILUTED EARNINGS (LOSS) PER SHARE $ (0.00) $ 0.02 $ (0.00) $ 0.02 ======== ========= ========= ========= WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 80,458,658 39,515,446 80,198,169 38,905,817 ========== ========== ========== ========== DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 80,458,658 42,359,203 80,198,169 41,749,574 ========== ========== ========== ========== The accompanying notes are an integral part of these consolidated financial statements. F-4 SANGUINE CORPORATION & SUBSIDIARY (A Development Stage Company) Consolidated Statements of Cash Flows (Unaudited) From Inception of the Development Stage on January 18, For the Nine Months Ended 1990, Through September 30, September 30, 2005 2004 2005 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $(242,137) $ 909,795 $(5,580,241) Adjustments to reconcile net income (loss) to net cash used by operating activities: Depreciation and amortization 75 - 4,684 Common stock issued for services 46,125 242,034 2,480,336 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 - (1,389,172) (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 - - - Increase in accounts payable and related party payables 20,056 9,902 370,717 Increase in accrued interest payable - 103,814 547,279 Increase in accrued liabilities - - 10,125 Increase in customer deposits` - - 45,000 Increase in accrued salaries 24,875 45,000 868,875 --------- ---------- ------------ Net Cash Used by Operating Activities (151,006) (15,684) (1,537,248) 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 95,410 - 424,700 Proceeds from notes payable and notes payable-related party - 18,762 212,139 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 95,410 18,762 1,790,364 --------- ---------- ------------ NET INCREASE (DECREASE) IN CASH (57,087) 3,078 247,016 CASH AT BEGINNING OF PERIOD 304,103 1,973 - --------- ---------- ------------ CASH AT END OF PERIOD $ 247,016 $ 5,051 $ 247,016 ========= ========== ============ The accompanying notes are an integral part of these consolidated financial statements. F-5 SANGUINE CORPORATION AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Cash Flows (Continued) (Unaudited) From Inception of the Development Stage on January 18, For the Nine Months Ended 1990, Through September 30, September 30, 2005 2004 2005 SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES CASH PAID FOR: Interest $ - $ - $ - Income taxes $ - $ - $ - NON-CASH FINANCING ACTIVITIES Conversion stock issued for debt conversion $ 9,600 $ - $ 9,600 Equity instruments issued for services rendered $ 46,125 $ 242,034 $2,480,336 Legal related to beneficial conversion feature $ - $ - $ 3,750 Notes payable issued for services $ - $ - $ 727,950 Common stock issued for prepaid services $ - $ - $ 236,284 Interest on beneficial conversion feature $ - $ - $ 25,000 F-6 The accompanying notes are an integral part of these consolidated financial statements. SANGUINE CORPORATION & SUBSIDIARY (A Development Stage Company) Notes to Consolidated Financial Statements September 30, 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 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, 2004 Annual Report on Form 10-KSB. Operating results for the three and nine months ended September 30, 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-7 SANGUINE CORPORATION & SUBSIDIARY (A Development Stage Company) Notes to Consolidated Financial Statements September 30, 2005 and December 31, 2004 NOTE 3 - STOCK OPTIONS AND WARRANTS A summary of the status of the Company's outstanding stock options as of September 30, 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 Sept Contractual at Sept Exercise Prices 30, 2005 Life 30, 2005 $ 0.1275 470,642 1.0 240,642 0.08 2,193,115 1.5 2,193,115 0.125 150,000 1.3 150,000 0.28 30,000 2.5 30,000 ---------- ---------- 2,843,757 2,843,757 ========== ========== NOTE 4 - RELATED PARTY TRANSACTION During the quarter ended September 30, 2005, there was a balance of $4,000 on related party notes payable. F-8 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 formulation and stability testing of our product, PHER-02. In January, 2001, we were successful in developing improved formulations of our surfactants for PHER-02. Beckloff Associates, Inc., a Cardinal Health company of Overland Park, Kansas ("Beckloff"), was selected by us during our first quarter of 2005 to analyze our IND (indication of what approvals are being sought) submissions, NDA (new drug) applications, ANDA (appended new drug) applications, IDE(investigational device evaluation) submissions, PMA (pre-market approval) applications and 510(k) (form for medical devices) applications, among other requirements, and to comment on the organization and accuracy of our scientific data that is presented, along with advising us on the attitudes, approaches and requirements of the FDA. We have recently completed our study to determine the most straight forward path to achieve FDA approval of our product, PHER-02. Fluosol, the previous predecessor to our product which achieved FDA approval, received its approval for angioplasty. Although its approval came from angioplasty, the great majority of use for Fluosol was as a blood substitute. We believe the same situation will exist for our product, PHER-O2. PHER-O2 is a second generation formulation with many process improvements and is, therefore, anticipated to prove superior to Fluosol with regard to manufacturability and oxygen carrying capacity. We have determined that the fastest and least expensive route to FDA approval contains a strategy to get approval for a PHER-O2 (as an oxygen carrier), to enhance the viability to pancreatic islet cells prior to transplant into a subset population of Type I diabetics. This strategy will include fast track approval request, and an orphan drug designation request. Our plan targets getting PHER-O2 approved as a prescription pharmaceutical in the US market place for a an indication requiring simple clinical endpoints which are anticipated to be readily proven in a comparatively small number of patients. Post approval, we expect significant off label use for multiple indications, including that of a blood substitute. With the primary indication setting precedence with the FDA, the next step would be to gain approval as a blood substitute through a supplemental registration pathway. Beckloff estimates that the total cost will be 4.5-6.0 million dollars and four years from the start to the filing of the New Drug Application (NDA). The fifth year would be consumed by the review/product approval time with a shorter (perhaps only six months) review period if Beckloff can gain a fast- track approval status. Based on the overall integrated time line, the Investigational New Drug Application (IND) could occur by June 18, 2007, with clinical trials to follow approximately 30 days later. It is estimated that our product will require the following time and money to achieve FDA approval: Non Clinical: Time: 9-12 months, Cost: $750-1.2 million Chemistry, Manufacturing and Controls: 12-18 months and 1.2-1.8 million Clinical Trials: 3-4 years and 2.5-3 million. Total: 4.5-6 million dollars and four years from the start of the program Our ability to carry out our plan depends entirely upon our ability to obtain additional substantial equity or debt financing or royalties from licensing our product. 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 period covered by 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 our disclosure controls and procedures. Based on this evaluation, our President and Chief Financial Officer concluded that our disclosure controls and procedures are effectively designed to ensure that information required to be disclosed or filed by us is recorded, processed or summarized, within the time periods specified in the rules and regulations of 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 over financial reporting, and there have been no changes in our internal controls or in other factors in the last fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting. PART II - OTHER INFORMATION Item 1. Legal Proceedings. ---------------------------- None; not applicable. Item 2. Unregistered sales of Equity Securities and Use of Proceeds. ---------------------------------------------------------------------- None; not applicable. 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: 11/15/2005 By:/s/Thomas C. Drees, Ph.D. ----------- ------------------------------------- Thomas C. Drees, CEO, President and Chairman of the Board of Directors Date: 11/15/2005 By:/s/David E. Nelson ----------- ------------------------------------- David E. Nelson CFO and Director