-----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, Qir/ztJQscpOVgkEPxNtPM+YtUFZ7YdMSLguXksJSt9CvuEONnGQc72fjmHeVp02 3pMFtSZM8LlcNKxtAosdCw== 0001010412-08-000140.txt : 20080515 0001010412-08-000140.hdr.sgml : 20080515 20080515125823 ACCESSION NUMBER: 0001010412-08-000140 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080515 DATE AS OF CHANGE: 20080515 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-24480 FILM NUMBER: 08835589 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 10-Q 1 sanguineform10qmarch2008.htm QUARTERLY REPORT ON FORM 10Q FOR THE QUARTER ENDED MARCH 31, 2008 <PAGE> 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q



[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2008



[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


For the transition period from __________ to __________


Commission File Number 000-24480


Sanguine Corporation

(Exact name of registrant as specified in its charter)


Nevada

95-4347608

(State or other jurisdiction of

(IRS Employer Identification No.)

incorporation or organization)


101 East Green Street, #6, Pasadena, California  

  91105

 (Address of principal executive offices)  (Zip Code)


(626) 405-0079

 (Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        

Yes [X]   No [   ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large Accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer  ¨ (Do not check if a smaller reporting company)

Smaller reporting company x


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]   No [X]


Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

103,284,492 shares of $0.001 par value common stock on April 29, 2008





Part I - FINANCIAL INFORMATION


Item 1. Financial Statements

Sanguine Corporation

FINANCIAL STATEMENTS

(UNAUDITED)

March 31, 2008


The financial statements included herein have been prepared by the Company, without audit, 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 generally accepted accounting principles have been condensed or omitted.  However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made.  These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company.






SANGUINE CORPORATION & SUBSIDIARY

(A Development Stage Company)

Consolidated Balance Sheets



ASSETS




 

 

March 31,

2008

 

December 31,

2007

 

 

(Unaudited)

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

Cash

$

199,724

$

15,436

Prepaid expenses

 

502,167

 

770,384

 

 

 

 

 

  Total Current Assets

 

701,891

 

785,820

 

 

 

 

 

PROPERTY AND EQUIPMENT, NET

 

596

 

670

 

 

 

 

 

OTHER ASSETS

 

 

 

 

Long term prepaid expenses

 

81,000

 

111,375

 

 

 

 

 

     TOTAL ASSETS

$

783,487

$

897,865

























The accompanying notes are an integral part of these consolidated financial statements.







SANGUINE CORPORATION & SUBSIDIARY

(A Development Stage Company)

Consolidated Balance Sheets (Continued)



LIABILITIES AND SHAREHOLDERS’ EQUITY




 

 

March 31,

2008

 

December 31,

2007

 

 

(Unaudited)

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

Accounts payable

$

338,473

$

332,719

Related party payable

 

6,956

 

-

Accrued compensation

 

46,063

 

39,938

 

 

 

 

 

  Total Current Liabilities

 

391,492

 

372,657

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Common stock, 200,000,000 shares authorized   of $0.001 par value, 97,767,825 shares     

  issued and outstanding

 



97,768

 



97,768

Additional paid in capital

 

7,719,119

 

7,719,119

Common stock subscription

 

280,000

 

-

Deficit accumulated during the development stage

 

(7,704,892)

 

(7,291,679)

 

 

 

 

 

   Total Shareholders’ Equity

 

391,995

 

525,208

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’

  EQUITY


$


783,487


$


897,865













The accompanying notes are an integral part of these consolidated financial statements.







SANGUINE CORPORATION & SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

 





For the Three Months Ended

March 31,

 

From Inception of the Development Stage on January 18, 1990 through March 31

 

2008

 

2007

 

2008

REVENUES

$

-

$

-

$

191,762

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

  Professional fees

 

380,942

 

21,105

 

4,027,041

  Research and development

 

-

 

72,183

 

1,973,158

  Selling, general and administrative

 

24,090

 

11,922

 

2,726,359

 

 

 

 

 

 

 

     Total Operating Expenses

 

405,032

 

105,210

 

8,726,558

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

(405,032)

 

(105,210)

 

(8,534,796)

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

  Interest income

 

429

 

42

 

39,934

  Interest expense

 

-

 

-

 

(667,986)

  Loss on foreign currency exchange

 

(8,610)

 

-

 

(28,931)

  Loss on cash deposit

 

-

 

-

 

(10,020)

  Gain on settlement of debt

 

-

 

-

 

1,496,907

 

 

 

 

 

 

 

     Total Other Income (Expense)

 

(8,181)

 

42

 

829,904

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

(413,213)

 

(105,168)

 

(7,704,892)

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME (LOSS)

 

 

 

 

 

 

 

 

 

 

 

 

 

  Loss on foreign currency exchange

 

-

 

(1,592)

 

-

 

 

 

 

 

 

 

TOTAL COMPREHENSIVE INCOME (LOSS)

$

(413,213)

$

(106,760)

$

(7,704,892)

 

 

 

 

 

 

 

BASIC INCOME (LOSS) PER SHARE

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

DILUTED INCOME PER SHARE

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING –BASIC AND DILUTED

 


97,767,825

 


81,236,834

 

 


The accompanying notes are an integral part of these consolidated financial statements.







SANGUINE CORPORATION & SUBSIDIARY

(A Development Stage Company)

 Consolidated Statements of Cash Flows

(Unaudited)

 



For the Three Months Ended

March 31,

 

From Inception of the Development Stage on January 18, 1990 through March 31

 

2008

 

2007

 

2008

Net loss

$

(413,213)

$

(105,168)

$

(7,704,892)

Adjustments to reconcile net loss to net cash used

 by operating activities:

 

 

 

 

 

 

  Depreciation and amortization

 

74

 

74

 

5,504

  Common stock issued for services

 

-

 

61,188

 

3,330,446

  Contributed capital

 

-

 

-

 

520

  Stock warrants granted

 

-

 

-

 

8,650

  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

 


-

 


-

 


456,184

   Warrant extension

 

-

 

-

 

34,493

    Loss on Foreign currency exchange

 

8,610

 

-

 

28,931

Changes in assets and liabilities:

 

 

 

 

 

 

  (Increase) decrease in prepaid expense

 

298,592

 

-

 

266,816

  Increase in accounts payable and related party payables

 

4,100

 

(22,885)

 

644,686

  Increase in accrued interest payable

 

-

 

-

 

547,279

  Increase in accrued liabilities

 

-

 

-

 

10,125

  Increase in customer deposits`

 

-

 

-

 

45,000

  Increase (decrease) in warrant liability

 

-

 

1,131

 

-

  Increase in accrued salaries

 

6,125

 

(61,749)

 

941,125

      Net Cash Used by Operating Activities

 

(95,712)

 

(127,409)

 

(2,125,340)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Cash paid for fixed assets

 

-

 

-

 

(6,100)

      Net Cash Used by Investing Activities

 

-

 

-

 

(6,100)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

  Proceeds from warrant conversion

 

-

 

100,000

 

524,700

  Proceeds from notes payable and notes payable-

 

  related party

 


-

 


-

 


214,139

  Payments on notes payable and notes payable –

 

  related party

 


-

 


-

 


(15,400)

  Proceeds from issuance of convertible debentures

 

-

 

-

 

40,000

  Contributed capital

 

-

 

-

 

750

  Common stock subscription

 

280,000

 

-

 

280,000

  Common stock issued for cash

 

-

 

16,999

 

1,286,975

Net Cash Provided by Financing Activities

 

280,000

 

116,999

 

2,331,164

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

184,288

 

(10,410)

 

199,724

CASH AT BEGINNING OF PERIOD

 

15,436

 

30,288

 

-

CASH AT END OF PERIOD

$

199,724

$

19,878

$

199,724

 

The accompanying notes are an integral part of these consolidated financial statements.







SANGUINE CORPORATION & SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Cash Flows (Continued)

(Unaudited)




 







For the Three Months Ended

March 31,

 

From Inception of the Development Stage on January 18, 1990 through March 31

 

2008

 

2007

 

2008


SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

 

 

 

Interest

$

-

$

-

$

-

   

Income taxes

$

-

$

-

$

-

 

 

 

 

 

 

 

NON-CASH FINANCING ACTIVITIES

 

 

 

 

 

 

  Common stock issued for debt conversion

$

-

$

-

$

9,600

  Equity instruments issued for services rendered

$

-

$

61,188

$

3,186,634

  Contributed capital for interest contributed

$

-

$

-

$

520

  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

  Common stock issued for debt

$

-

$

-

$

2,822,067















The accompanying notes are an integral part of these consolidated financial statements.








SANGUINE CORPORATION & SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

March 31, 2008 and December 31, 2007



NOTE 1 -

BASIS OF FINANCIAL STATEMENT PRESENTATION


The accompanying unaudited 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 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 financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its December 31, 2007 Annual Report on Form 10-KSB.  Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.


NOTE 2 -

ORGANIZATION AND DESCRIPTION OF BUSINESS


Sanguine Corporation, (the “Company”) was incorporated January 27, 1974, in the State of Utah, using the name Sight and Sound Systems, Inc.  On July 8, 1974, the Company changed its name to International Health Resorts, Inc., and on June 25, 1993, the Company filed a Certificate of Amendment changing the name to Sanguine Corporation.  In May of 1992, the Company changed its domicile to the State of Nevada.


The Company is engaged in developing oxygen carriers to be used by the medical profession.  The Company is conducting research and development leading to F.D.A. clinical trials.


On June 14, 1993, the Company entered into an Agreement and Plan of Reorganization, wherein it was agreed that Sanguine Corporation (a Nevada Corporation) would issue 14,589,775 shares of its common stock to acquire 94% of the issued and outstanding shares of stock of Sanguine Corporation (a California Corporation).  During the year ended December 31, 2001, the Company acquired the remaining 6% of the California Corporation in exchange for the issuance of 840,195 shares of common stock.


From 1974 to 1980, the Company engaged in several business ventures.  These business activities resulted in the loss of all Company assets.  Because of the search for a new business venture, the Company has entered into the “development stage company” status again.  The Company is a development stage company and these financial statements are presented as those of a development stage company effective January 18, 1990, coinciding with the incorporation date of Sanguine Corporation.


On March 7, 2008, the Company formed a wholly owned subsidiary called Sanguine Lifescience Corporation.  As part of the formation of Sanguine Lifescience Corporation, the Company transferred $15,000 to a bank account for Sanguine Lifescience use.  At this time, Sanguine Lifescience Corporation is not engaged in any business other than normal corporate matters.








SANGUINE CORPORATION & SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

March 31, 2008 and December 31, 2007


NOTE 3 -

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 $1,000,000 - $1,500,000 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.


NOTE 4 -

STOCK WARRANTS AND OPTIONS


A summary of the status of the Company’s outstanding stock warrants as of March 31, 2008 and December 31, 2007 and changes during the periods then ended is presented below:


 

2008

 

2007

 




Shares

 

Weighted Average Exercise Price

 




Shares

 

Weighted Average Exercise Price

Outstanding, beginning of year

723,115

 

$

0.08

 

2,213,115

 

$

0.08

Granted

-

 

 

-

 

-

 

 

-

Expired/Cancelled

(723,115)

 

 

0.08

 

(150,000)

 

 

0.125

Exercised

-

 

 

-

 

(1,250,000)

 

 

0.08

 

 

 

 

 

 

 

 

 

 

Outstanding end of year

-

 

$

-

 

723,115

 

$

0.08

 

 

 

 

 

 

 

 

 

 

Exercisable

-

 

$

-

 

723,115

 

$

0.08









SANGUINE CORPORATION & SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements

March 31, 2008 and December 31, 2007


NOTE 4 -

STOCK WARRANTS AND OPTIONS (continued)



A summary of the status of the Company’s outstanding stock options as of March 31, 2008 and December 31, 2007 and changes during the periods then ended is presented below:



 

2008

 

2007

 




Shares

 

Weighted Average Exercise Price

 




Shares

 

Weighted Average Exercise Price

Outstanding, beginning of year

5,000,000

 

$

0.06

 

-

 

$

-

Granted

-

 

 

-

 

5,000,000

 

 

0.06

Expired/Cancelled

-

 

 

-

 

-

 

 

-

Exercised

-

 

 

-

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

Outstanding end of year

5,000,000

 

$

0.06

 

5,000,000

 

$

0.06

 

 

 

 

 

 

 

 

 

 

Exercisable

5,000,000

 

$

0.06

 

5,000,000

 

$

0.06


 

 

Outstanding

 

Exercisable




Range of Exercise Prices

 




Number outstanding at March 31, 2008

 


Weighted Average Remaining Contractual Life

 


Number Exercisable at March 31,2008

$

0.06

 

5,000,000

 

1.00

 

5,000,000

 

 

 

5,000,000

 

 

 

5,000,000


NOTE 5 -

RELATED PARTY TRANSACTION


Related party payables at March 31, 2008 represent amounts owed to officers of the Company for consulting fees and reimbursement of expenses paid of $6,956.


NOTE 6 -

SUBSEQUENT EVENTS


Subsequent to quarter end the Company issued 4,666,667 shares of common stock valued at $280,000 for subscriptions received.  The Company has retained an investor relation firm which will be paid $20,000 and issued 500,000 shares of our common stock.  The term of the agreement is for one year.  The Company also issued 350,000 shares in payment of previously accrued compensation.









Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


Special Note Regarding Forward-Looking Statements


This periodic report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Plan of Operations provided below, including information regarding the Company’s financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities, and the plans and objectives of management. The statements made as part of the Plan of Operations that are not historical facts are hereby identified as "forward-looking statements."

Critical Accounting Policies and Estimates

 

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the unaudited Financial Statements and accompanying notes.  Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.  The Company believes there have been no significant changes during the three month periods ended March 31, 2008 and 2007, to the items disclosed as significant accounting policies since the Company’s last audited financial statements for the year ended December 31, 2007.


The Company’s accounting policies are more fully described in Note 1 of the consolidated financial statements.  As discussed in Note 1, the preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about the future events that affect the amounts reported in the consolidated financial statements and the accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.  Actual differences could differ from these estimates under different assumptions or conditions.  The Company believes that the following addresses the Company’s most critical accounting policies.


We recognize revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”).  Under SAB 104, revenue is recognized at the point of passage to the customer of title and risk of loss, when there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured.  We recognize revenue as services are provided.  Revenues are reflected net of coupon discounts.


We account for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS No. 109).  Under SFAS No. 109, deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized.  A valuation allowance has currently been recorded to reduce our deferred tax asset to $0.  


Plan of Operation.


We have not commenced planned principal operations, but have made progress, in formulation and stability testing.


In January, 2005, we were successful in developing improved formulations of our surfactants for PHER-02.


In December, 2006, we completed a pre-IND meeting with the FDA, where Company management presented data to determine an appropriate regulatory path related to PHER-O2.


Pending additional funding our plan of operation for the next 12 months is to complete the preparation and submission of the U.S. FDA New Device Application to support PHER-02 as a synthetic oxygen carrying product.


Our proposed plan of operation is composed of "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 three-six months): Complete the development of perfluoro-decalin and the synthetic  surfactants that make up PHER-O2, manufactured experimental doses in accordance with FDA and overseas regulations and submit data to support a Master Drug Filing.  Estimated cost is not to exceed $500,000, divided as follows: Completed surfactant formulation (done) and the manufacture of







sufficient product for testing, (on going); animal safety and efficacy trials through a sub-contractor, (done); and administrative, patent and proprietary right protection and marketing costs,(in process) Optimize stabilized product to support the Master Drug Filing (in process).


Stage B (approximately three-six months): In the second period, we will produce optimal quantities and conduct testing 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 contractors and/or employees.


Stage C (approximately three-six months): In the third period, we intend to prepare new 510(k) device application with the FDA.  Estimated cost is $1,000,000, to be used as follows: set-up pilot facility, or subcontractor, to manufacture small quantities of PHER-O2 for use in testing and in connection with the New Drug Applications [done], prepare and submit data for use of PHER-O2 as a whole organ transportation medium in support of FDA labeling, and administrative, patent and proprietary right protection and marketing costs, (in process).


These cost estimates are based upon the prior experience of Thomas C. Drees, Ph.D., our President and CEO.  Dr. Drees has more than 33 years' experience in the blood industry with Abbott Scientific, Alpha Therapeutics and Sanguine Corporation.


Results of Operations


Three Months Ended March 31, 2008, Compared to the Three Months Ended March 31, 2007


The Company continues to not have revenues as it focuses on the development of its products.  As such, the Company has not had revenue in either the quarter ended March 31, 2008 or 2007.  We had no material operations, except the research and development activities related to our subcontracted research and development of our product, PHER-O2.


We realized a net loss of $413,213 for the quarter ended March 31, 2008, and a net loss of $105,168 for the quarter ended March 31, 2007.  Most of our expense related to professional fees for the quarter ended March 31, 2008. Professional fees increased as a result of the amortization of prepaid expenses related to consulting agreements entered into during the prior year.  We anticipate professional fees to not be as high in upcoming quarters.  


With the focus the last three months on raising capital and evaluating our business model, our research and development expenses were $0 for the quarter ended March 31, 2008, compared to $72,183 in the same period of 2007.


Subsequent to the quarter ended March 31, 2008, we sold 4,666,667 shares of stock for $280,000.


Liquidity and Capital Resources


As of March 31, 2008, we had $199,724 in cash and $502,167 in prepaid expenses, with $391,492 in current liabilities.  Although we had a working capital of $310,399 at March 31, 2008, our cash position is not sufficient to cover our accounts payable  or other current liabilities.  As such we will be dependent on our ability to raise additional debt or equity capital to be able to cover current liabilities.  Subsequent to the quarter ended March 31, 2008, we sold 4,666,667 shares of common stock in connection with a stock purchase agreement for $280,000.  Even with the additional capital, we still need additional capital infusions to cover ongoing expenses and pay existing liabilities.








Off-balance sheet arrangements


We had no off-balance sheet arrangements during the quarter ended March 31, 2008.


Off-Balance Sheet Arrangements


We have no off balance sheet arrangements as of March 31, 2008.


Forward-looking Statements


The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of our Company. Our Company and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this Annual Report and other filings with the Securities and Exchange Commission and in reports to our Company’s stockholders. Management believes that all statements that express expectations and projections with respect to future matters, as well as from developments beyond our Company’s control including changes in global economic conditions are forward-looking statements within the meaning of the Act. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and business performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Factors that may affect forward- looking statements include a wide range of factors that could materially affect future developments and performance, including the following:


Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest; changes in U.S., global or regional economic conditions, changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede our Company’s access to, or increase the cost of, external financing for our operations and investments; increased competitive pressures, both domestically and internationally, legal and regulatory developments, such as regulatory actions affecting environmental activities, the imposition by foreign countries of trade restrictions and changes in international tax laws or currency controls; adverse weather conditions or natural disasters, such as hurricanes and earthquakes, labor disputes, which may lead to increased costs or disruption of operations.


This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.


NA-Small Reporting Company


Item 4T.  Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


Our management, with the participation of our President and CFO, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President and CFO concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President and CFO, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 








Management’s Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

 


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

 


Our management, with the participation of the President and CFO, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2008.  Based on this evaluation, our management, with the participation of the President and CFO, concluded that, as of March 31, 2008, our internal control over financial reporting was effective.


Changes in internal control over financial reporting


There have been no changes in internal control over financial reporting.


PART II - OTHER INFORMATION


ITEM 1.  Legal Proceedings


 

None


ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds


Recent Sales of Unregistered Securities


We have not sold any restricted securities during the three months ended March 31, 2008.  However, subsequent to our quarter end, we issued shares to our medical advisory board members and to our directors.  These shares reflect our annual accrual of shares we issue to our medical advisory board and directors with each member receiving 12,500 shares per quarter for 50,000 shares per year.   Our three directors received an aggregate of 150,000 shares and our four medical advisory board members received an aggregate of 200,000 shares.  The cost of such shares are accrued each quarter during the year.  Additionally, subsequent to our quarter end, Subsequent to our quarter end, we sold 4,666,667 shares of our common stock to accredited investors in a private placement.  We also issued 500,000 shares of common stock to a consultant for ongoing consulting services.


Use of Proceeds of Registered Securities


None; not applicable.


Purchases of Equity Securities by Us and Affiliated Purchasers


During the three months ended March 31, 2008, we have not purchased any equity securities nor have any officers or directors of the Company.


ITEM 3.  Defaults Upon Senior Securities


We are not aware of any defaults upon senior securities.








ITEM 4.  Submission of Matters to a Vote of Security Holders


No matters were submitted to a vote of security holders during the quarter ended March 31, 2008.


ITEM 5.  Other Information.


Subsequent to our quarter end, we sold 4,666,667 shares of our common stock to accredited investors in a private placement.   We also issued 500,000 shares of Common Stock to a consultant for ongoing services to the Company.  Additionally, subsequent to our quarter end, we issued shares to our medical advisory board members and to our directors.  These shares reflect our annual accrual of shares we issue to our medical advisory board and directors with each member receiving 12,500 shares per quarter for 50,000 shares per year.   Our three directors received an aggregate of 150,000 shares and our four medical advisory board members received an aggregate of 200,000 shares.  The cost of such shares are accrued each quarter during the year.


ITEM 6.  Exhibits


(a)

Exhibits.


The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed.



Exhibit

Number               Description

3.2

Articles of Amendment increasing the authorized shares-Definitive Information Statement filed

12/23/2005**


3.3

Bylaws-8-K Current Report dated 11/28/2005**


10.1

Cervelle Group


14

Code of Ethics-Form 10KSB for the year ended December 31, 2002**


31.1

302 Certification of Thomas C. Drees, Ph.D.


31.2

302 Certification of David E. Nelson


32

906 Certification


          *    Summaries of all exhibits contained within this Report are modified in their entirety by reference to these Exhibits.


          **   These documents and related exhibits have been previously filed with the Securities and Exchange Commission and are 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, thereunto duly authorized.


Sanguine Corporation

(Registrant)





Date: May 13, 2008

By: /s/ Thomas C. Drees

       Thomas C. Drees, Ph.D., MBA

       CEO and Chairman of the

       Board of Directors


Date: May 13, 2008

By: /s/ David E. Nelson

      David E. Nelson, CPA

      CFO and Director








EX-10 2 contractfmcervelle317.htm CERVELLE GROUP AGREEMENT Converted by EDGARwiz

MARKETING AGREEMENT


THIS AGREEMENT made and entered into this 24th day of March 2008, by and between The Cervelle Group, a Delaware LLC, hereinafter referred to as “Cervelle” and Sanguine Corporation, a Nevada corporation hereinafter referred to as "Company".


WITNESSETH:


For and in consideration of the mutual promises and covenants contained herein the parties hereto agree as follows:


1.

ENGAGEMENT.  Company hereby hires and engages Cervelle as an independent contractor on a non-exclusive basis; and, Cervelle does hereby accept engagement as an independent contractor by the Company upon the terms and conditions hereinafter set forth.  Cervelle shall not have the authority to act on behalf of or to enter into agreements on behalf of THE COMPANY.


2.

TERM.  The term of this Agreement shall be from the 24th day of March 2008, to the 365th day from the effective date of this Agreement.  


3.

DUTIES AND OBLIGATIONS OF CERVELLE.  Cervelle shall have the following duties and obligations under this Agreement:


3.1. Establish a financial public relations methodology designed to increase awareness of the Company within the investment community.


3.2. Assist the Company in the implementation of its business plan and in accurately disseminating information to the market place, which information has been provided by the Company.


3.3. To expose the Company to a broad network of active retail brokers, financial analysts, institutional fund managers, private investors and active financial newsletter writers.


3.4. Prepare Company corporate profile and fax sheets.


3.5  Conduct a tele-marketing campaign to the brokerage community.


 

3.6. Direct mail the Company profile to selected investors, stockbrokers, institutional fund managers and financial analysts.


3.7 Assist the Company in the preparation of all press releases and coordinate the release of such releases with the Company.


3.8. Fax press releases, Company profile to brokers, institutional fund managers, financial analysts and investors.


ALL OF THE FOREGOING CERVELLE PREPARED DOCUMENTATION CONCERNING THE COMPANY, INCLUDING, BUT NOT LIMITED TO, DUE DILIGENCE REPORTS, CORPORATE PROFILE, FAX SHEETS, AND QUARTERLY NEWSLETTERS, SHALL BE PREPARED BY




CERVELLE FROM MATERIALS SUPPLIED TO IT BY THE COMPANY AND SHALL BE APPROVED BY THE COMPANY PRIOR TO DISSEMINATION BY CERVELLE.


4.

CERVELLE'S COMPENSATION.  Company hereby covenants and agrees to pay, a total compensation to Cervelle of  the following:

·

$20,000 US Cash and 250,000 shares of common stock of the Company which shares shall be “restricted securities” as that term is defined under rule 144 payable upon execution of the Agreement

·

250,000 shares of common stock which shares shall be “restricted securities” as that term is defined under rule 144, which shares shall be payable on September 3rd 2008


5.

CERVELLE'S EXPENSES AND COSTS.  Company shall pay all costs and expenses incurred by Cervelle, its directors, officers, employees, and agents, in carrying out its duties and obligations pursuant to the provisions of this Agreement, excluding Cervelle's general and administrative expenses and costs, but including and not limited to the following costs and expenses; provided, all cost and expense items in excess of $1.00 are approved by the Company prior to Cervelle's incurrence of the same:


5.1. Travel expenses, including, but limited to transportation, lodging and food expenses, when such travel is conducted on behalf of the Company. (If requested)


5.2. Seminars, expositions, money and investment shows.


5.3. Radio and television time and print media advertising costs.


5.4. Subcontract fees and costs incurred in preparation of research reports.


5.5. Cost of on site due diligence meetings.


5.6. Printing and publication costs of brochures and marketing materials.


5.7.

Printing and publication costs of Company annual reports.


5.8.

Postage on all packages mailed.


5.9.

Conference Calls set up by company and Agreed to by Client.


Company shall pay to Cervelle all costs and expenses incurred with ten (10) days of receipt of Cervelle's written invoice for the same.


6.

COMPANY'S DUTIES AND OBLIGATIONS.  Company shall have the following duties and obligations under this Agreement.


6.1. Cooperate fully and timely with Cervelle so as to enable Cervelle to perform its obligations under this Agreement.









6.2.  Within one (1) day of the date of execution of this Agreement to deliver to Cervelle a complete due diligence package on the Company including all the Company's filings with Securities and Exchange Commission within the last twelve months, the last twelve months of press releases on the Company and all other relevant materials, including but not limited to corporate reports, brochures, and the like; a list of the names of addresses of all the Company's shareholders known to the Company; and, a list of the brokers and market makers in the Company's securities and which have been following the Company.


6.3. The Company will act diligently and promptly in reviewing materials submitted to it from time to time by Cervelle and to inform Cervelle of any inaccuracies contained therein prior to the dissemination of such materials.


6.4. Immediately give written notice to Cervelle of any change in its financial condition or in the nature of its business or operations which had or might have an adverse effect on its operations, assets, properties or prospects of its business.


6.5. Immediately pay all costs and expenses incurred by Cervelle under the provisions of this Agreement when presented with invoices for the same by Cervelle.


6.6. Give full disclosure of all material facts concerning the Company to Cervelle and to up date such information on a timely basis.


6.7. Promptly pay the compensation due Cervelle under the provisions of this Agreement.


7. INDEPENDENT CONTRACTOR.  Cervelle is retained under the terms of this Agreement as an independent contractor and nothing herein shall be construed as creating an employer/employee relationship, partnership or joint venture between the parties.  Cervelle shall be solely liable for the payment of any taxes imposed or arising out of the payment of the compensation to it by the Company as set forth in this Agreement including taxes imposed by Internal Revenue Code Sections 3508; 6153 and sections 1401 through 1403.  The Company agrees to the following rights of Cervelle consistent with an independent contractor relationship:


a)

Cervelle has the rights to perform services for others during the term of this Agreement;

c)

Cervelle will furnish all equipment and materials used to provide the services required by this Agreement;

d)

Cervelle has the right to hire assistants as subcontractors, or to use its employees to provide the services required by this Agreement, provided that the Company is not liable for resulting cost; and

e)

Neither Cervelle nor its employees or agents shall be required to devote full time to performing the services required by this Agreement.









8.

NONDISCLOSURE.  Except as may be required by law, Company, its officers, directors, employees, agents and affiliates shall not disclose the contents and provisions of this Agreement to any individual or entity without Cervelle's expressed written consent.


9.

COMPANY'S DEFAULT.  In the event of any default in the payment of Cervelle's compensation to be paid to it pursuant to this Agreement, or any other charges or expenses on the Company's part to be paid or met, or any part or installment thereof, at the time and in the manner herein prescribed for the payment thereof and as when the same becomes due and payable, and such default shall continue for five (5) days; and such default shall continue for five (5) days after Cervelle has given Company written notice thereof, or if a petition in bankruptcy is filed by the Company, or if the Company is adjudicated of bankrupt, or if the Company shall compound its debts or assign over its assets or its effects for the payments thereof, or if a receiver shall be appointed of the Company's property, then upon the happening of any of such events, Cervelle shall have the right, at its option, forthwith or there after to accelerate all compensation, costs and expenses due or coming due hereunder and to recover the same from the Company by suit or otherwise; and further, to terminate this Agreement. The Company covenants and agrees to pay all reasonable attorney fees, paralegal fees, costs and expenses of Cervelle, including court costs, (including such attorney fees, paralegal fees, costs and expenses incurred on appeal) if Cervelle employs an attorney to collect the aforesaid amounts or to enforce other rights of provided for in this Agreement in the event of any default as set forth above and the same shall be payable regardless of whether collection or enforcement is effected by suit or otherwise. Further, until Cervelle has received the initial monthly amount(s) Cervelle shall not be required to commence performing hereunder.


10.

COMPANY'S REPRESENTATIONS AND WARRANTIES.  Company represents and warrants to Cervelle for the purpose of inducing Cervelle to enter into and consummate this Agreement as follows:


10.1. Company has the power and authority to execute, deliver and perform this Agreement.


10.2. The execution and delivery by the Company of this Agreement has been duly and validly authorized by all requisite action by the Company.  No license, consent or approval of any person is required for the Company's execution and delivery of this Agreement.


10.3. This Agreement has been duly executed and delivered by the Company. This Agreement is the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its respective terms, subject to the effect to any applicable bankruptcy, insolvency, reorganization, moratorium or similar law effecting creditors' rights generally and to general principals of equity.


10.4.  The execution and delivery by the Company of this Agreement does not conflict with, constitute a breach of or a default thereunder (i) any applicable law, or any applicable rule, judgment, order, writ, injunction, or decree of any court; (ii) any applicable rule or regulation of any administrative agency or other governmental authority; (iii) the certificate of incorporation and By-Laws of the Company; (iv) any agreement, indenture, instrument or contract to which the Company is now a party or by which it is bound.









10.5. No representation or warranty by the Company in this Agreement and no information in any statement, certificate, exhibit, schedule or other document furnished, or to be furnished by the Company to Cervelle pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.  There is no fact which the Company has not disclosed to Cervelle, in writing, which materially adversely affects, nor, so far as the Company can now foresee, may adversely effect the business, operations, prospects, properties, assets, profits or condition (financial or otherwise) of the Company.


11.

DISCLAIMER BY CERVELLE.  CERVELLE WILL BE THE PREPARER AND PUBLISHER OF CERTAIN MATERIALS CONCERNING THE COMPANY.  CERVELLE       MAKES NO REPRESENTATIONS AND WARRANTIES THAT ITS SERVICES (i) WILL RESULT IN ANY ENHANCEMENT TO THE COMPANY; (ii) CAUSE THE BID AND/OR ASK PRICE OF THE COMPANY'S PUBLICLY TRADED SECURITIES TO INCREASE; (iii) WILL CAUSE ANY PERSON TO PURCHASE THE COMPANY'S SECURITIES; OR, (iv) WILL CAUSE ANY PERSON TO LEND MONEY TO OR INVEST IN OR WITH THE COMPANY.


12.

CERVELLE CONFIDENTIALITY AGREEMENT.  Cervelle acknowledges that during the performance of its duties and obligations pursuant to this Agreement it shall receive information on the Company which is not known to the public; i.e., confidential information.  Cervelle will use the Company's confidential information only for the purposes of fulfilling its duties and obligations under this Agreement and for no other purpose; nor, shall Cervelle disclose to others such confidential information, except to those individuals or entities who are directly involved in the Company. Cervelle's performance under this Agreement, each of such individuals or entities having first agreed, in writing, are to be bound by the provisions of this paragraph.  Cervelle's obligations of confidentiality shall not apply to information (i) known to or owned by Cervelle prior to the date of this Agreement, (ii) developed by Cervelle independent of the Company, (iii) was at the time of disclosure to Cervelle or thereafter became public knowledge through no fault or omission of Cervelle; or, (iv) was lawfully obtained by Cervelle from a third party under no obligation of confidentiality to the Company.  Upon completion of its services and upon the Company's written request, all materials, including original documentation, provided by the Company to Cervelle will be returned to the Company. (v) Under this Agreement, Cervelle shall receive information which is not known to the public.  The only two individuals from Cervelle that will review this information are the managing partners: David Donlin and Rob M. Karbowsky. All individuals employed or contracted by Cervelle will follow strict adherence to the SEC Fair Disclosure Act of 2000.


13.

OWNERSHIP OF MATERIALS.  All right, title and interest in and to materials produced by Cervelle under this Agreement shall be and remain the sole and exclusive property of       Company.  


14.

LIMITATION OF CERVELLE LIABILITY.  If Cervelle fails to perform its duties and obligations hereunder, its maximum liability to the Company shall not exceed the lesser of (i) the amount of cash compensation Cervelle has received from the Company under Paragraph 4 of this Agreement; or,








(ii) the actual damage suffered by the Company as a result of such non-performance.  IN NO EVENT WILL CERVELLE BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM AGAINST THE COMPANY BY ANY PERSON OR ENTITY ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT, UNLESS SUCH DAMAGES RESULT FROM THE USE, BY CERVELLE, OF INFORMATION NOT AUTHORIZED BY THE COMPANY.


15.

MISCELLANEOUS.


15.1. Notices.  Any notice or other communication required or permitted to be given hereunder shall be in writing, and shall be deemed to have been duly given when delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid to the Parties hereto at their addresses indicated hereinafter.  Either party may change his or its address for the purpose of this paragraph by written notice similarly given.  Party’s addresses are as follows:


COMPANY:  Sanguine Corporation

Cervelle Group:

         101 East Green Street,

238 N. Westmonte Drive Ste.270

         #6 Pasadena, California  91105

Altamonte Springs, FL 32714

        (626) 405-0079

407-475-9966

Fax: 407-475-9859


15.2. Entire Agreement.  This Agreement represents the entire Agreement between the parties in relation to the subject matter hereof and supersedes all prior agreements between such parties relating to such subject matter.


15.3. Amendment of Agreement.  This Agreement may be altered or amended, in whole or in part, only in writing signed by the party against whom enforcement is sought.


15.4. Waiver.  No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other subsequent breach or condition, whether of a like or different nature.


1.5. 5 Captions.  The captions appearing in this Agreement are inserted as a matter of convenience and for reference and in no way affect this Agreement, define, limit or describe its scope or any of its provisions.


15.6. Situs.  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.  Venue shall be Orange County, Florida.


15.7. Benefits.  This Agreement shall inure to the benefit of and be binding upon the parties hereto, their heirs, personal representatives, successors and assigns.


15.8. Severability.  If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any way affect or render invalid or unenforceable any other provision of this Agreement, and








this Agreement shall be carried out as if such invalid or unenforceable provision were not contained herein.



15.9. Number of Parties.  The singular shall include the plural and the plural the singular and one gender shall include all genders.  As used in this Agreement the term Affiliate means a person, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under, control with, the Company.


15.10. Currency.  In all instances, references to monies used in this Agreement shall be deemed to be United States dollars.


15.11. Multiple Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts shall constitute one (1) instrument.


 15.12. Cancellation.  Under the terms of this Agreement, this Agreement may not be canceled for the first one hundred eighty (180) days. After the 180th day, Client may cancel the contract at any time upon five (5) days prior written notice to Cervelle.


IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.


COMPANY:  Sanguine Corporation


By: /s/ David Nelson

Its: Chief Financial Officer

Date: March 19, 2008





 

The Cervelle Group

Delaware, LLC

By: /s/ Rob Karbowsky

Its: President

Date: 3/19/2008








EX-31 3 ex311.htm 302 CERTIFICATION OF THOMAS C. DREES Exhibit 31

Exhibit 31.1

Certification of Principal Executive Officer
Pursuant to 18 U.S.C. 1350
(Section 302 of the Sarbanes-Oxley Act of 2002)


I, Dr. Thomas Drees, certify that:


     1.   I have reviewed this quarterly report on Form 10-Q of SANGUINE CORPORATION;


     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 registrant as of, and for, the periods presented in this quarterly report;


     4.   The registrant's other certifying officer 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 registrant and have;


          

(a)  Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;


(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


          

(c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date") and presented in this report our 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


          

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


     5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):


          (a)  All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors, any material weaknesses in internal controls; and


          (b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and



Date: May 13, 2008

/s/ Dr. Thomas Drees

Dr. Thomas Drees, Chief Executive Officer







EX-31 4 ex312.htm 302 CERTIFICATION OF DAVID NELSON Exhibit 31

Exhibit 31.2

Certification of Principal Financial Officer
Pursuant to 18 U.S.C. 1350
(Section 302 of the Sarbanes-Oxley Act of 2002)


I, David Nelson certify that:


     1.   I have reviewed this quarterly report on Form 10-Q of SANGUINE CORPORATION;


     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 registrant as of, and for, the periods presented in this quarterly report;


     4.   The registrant's other certifying officer 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 registrant and have;


          

(a)  Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;


(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


          

(c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date") and presented in this report our 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


          

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


     5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):


          (a)  All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors, any material weaknesses in internal controls; and


          (b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and


Date: May 13, 2008

 

                                                                                                            /s/ David Nelson

           David Nelson , Chief Accounting Officer/CFO



EX-32 5 ex32.htm 906 CERTIFICATION                                                                                                    EXHIBIT 32


                                                                                                   EXHIBIT 32.1.

Certification of Principal Executive Officer

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)



I, Dr. Thomas Drees, Chief Executive Officer, and David Nelson, Principal Accounting Officer, of Sanguine Corporation (the "Registrant") do hereby certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period March 31, 2008 of the Registrant, as filed with the Securities and Exchange Commission on the date hereof (the "Report"):


 (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Dated:  May 13, 2008

By:  /s/ Dr. Thomas Drees

                            

  Dr. Thomas Drees

                           

  Chief Executive Officer


By:  /s/  David Nelson

       David Nelson, Chief Financial Officer


 * A signed original of this written statement required by Section 906 has been provided to Sanguine Corporation and will be retained by Sanguine Corporation and furnished to the Securities Exchange Commission or its staff upon request.



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