-----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, PXUhrtaDPzhATt72rNpmIqL3By4ZT/+CdGhVzfv2+jIYDcuFCjy1yJ4vxgrOJ98+ ipkFvw2eJYqopRxreO8VKA== 0001010412-06-000302.txt : 20061018 0001010412-06-000302.hdr.sgml : 20061018 20061018125222 ACCESSION NUMBER: 0001010412-06-000302 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061017 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061018 DATE AS OF CHANGE: 20061018 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24480 FILM NUMBER: 061150332 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 8-K 1 k101806.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20509 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act October 17, 2006 ---------------- Date of Report (Date of Earliest Event Reported) Sanguine Corporation (Exact Name of Registrant as Specified in its Charter) Nevada 0-24480 95-4347608 ------ ------- ---------- (State or other juris- (Commission File No.) (IRS Employer diction incorporation) I.D. No.) 101 East Green Street, # 6 Pasadena, California 91105 -------------------------- (Address of Principal Executive Offices) (626)405-0079 ------------- Telephone No. Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see general instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Event. On September 19, 2006, following receipt of comments from the Securities and Exchange Commission related to our liability for the potential of failing to file a registration statement regarding shares of our common stock underlying certain outstanding warrants, David E. Nelson, our CFO, reviewed the possible liability to us regarding the subject warrants that had been subsequently, purchased by individuals closely associated with us. After his review, management concluded that there was a 10% probability that we may have been unable to file the required registration statement timely and to keep it effective during all periods that we were required to keep it effective, and even though the registration statement was timely filed, we could have been liable under the warrant net cash settlement agreement for an additional obligation. Because of managements conclusion, we decided to amended our Annual Report on Form 10KSB/A-1 for the year ended December 31, 2005, and our Quarterly Reports on Forms 10QSB/A-1 for the quarters ended March 31, 2006, and June 30, 2006, to account for the potential risk of being unable to issue registered common stock for the warrants if they were exercised. These filings were made on October 17, 2006. The potential liability is set forth in the letter of our CFO, David E. Nelson, that is attached hereto and incorporated herein by reference. See Item 9.01 The these potential liabilities have only been reflected in our aforesaid amended reports; accordingly, even though we believe the potential liabilities reflected for other periods estimated are not material, you may not be able to rely on our prior audit reports for the calendar years ended December 31, 2004, 2003 and 2002, to the extent that these potential liabilities are not reflected in our prior financial statements for these calendar years then ended and the respective quarterly periods during these calendar years, that amount to $64,341.01 for December 31, 2004; $2,813.75 for December 31, 2003; and $22,510 for December 31, 2002. Item 9.01 Financial Statements and Exhibits. (a) Exhibits. Description of Exhibit Exhibit Number - ---------------------- -------------- CFO Letter Dated September 19, 2006 99 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. Sanguine Corporation Date:10/18/06 /s/ David E. Nelson -------- ---------------------------- David Nelson, CFO, Secretary Treasurer and Director EX-99 2 ex991.txt September 19, 2006 Leonard Burningham 455 East 500 South, Suite 205 Salt Lake City, UT 84111 Dear Leonard, I have reviewed the possible liability for Sanguine Corporation with regards to the warrants that were issued as part of the debenture to First York Partners and subsequently, purchased by individuals closely associated with Sanguine. The following items were considered: 1. Paragraph 8 of FASB 5 states. An estimated loss from a loss contingency (as defined in paragraph 1) shall be accrued by a charge to income if both of the following conditions are met: a. Information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements. It is implicit in this condition that it must be probable that one or more future events will occur confirming the fact of the loss. b. The amount of loss can be reasonably estimated. 2. Since the initial convertible debenture a significant percentage of the warrants originally issued have been converted. 3. The remaining warrants are held primarily by individuals affiliated with the Company who are committed to increasing the value of the Company and therefore enhancing its stock value. This enhances the probability that all the warrants will be exercised and the net cash settlement issue would be negated. 4. Even though all of the warrant holders will probably exercise there warrants the Company cannot guarantee that all of the warrants will be exercised; or that the SEC will not in some remote way disallow the registration; or that by some unforeseen circumstances the Company does not keep the shares actively registered and the net cash settlement may be initiated. Below is an outline of the possible liability risk involved with this. 2002 2003 2004 2005 Warrants Outstanding 5,627,500 5,627,500 3,386,369 2,193,115 Exercise Price $0.08 $0.08 $0.08 $0.08 Share Price at Year End $0.04 $0.075 $0.27 $0.155 Price Difference ($0.04) ($0.005) $0.19 $0.075 Possible Liability ($225,100) ($28,137.50) $643,410.11 $164,483.63 10% Risk ($22,510) ($2,813.75) $64,341.01 $16,448.36 5% Risk ($11,255) ($1,406.88) $32,170.51 $8,224.18 Based upon these factors management believes that there is a very remote chance that a small percentage of warrant holders may request the net cash settlement should events happen, that cause this to be a possibility. Therefore, management to the best of its ability and in reviewing FAS 5 have concluded that there is a 10% probability that the Company may be liable under the warrant net cash settlement agreement for an additional obligation and have recorded such liability on the books of the Company. Consider this Sanguine's Policy with regards to these warrants in future and restated financial statements. Very Truly Yours, /s/ David E. Nelson - -------------------- David E. Nelson Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----