-----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, QXQoeMuHoMATcBx5r5j3HUMzwpjP4YDy1PJBmtOQCeuGVlKVkJHSsh/EJjeArEIN wjqagRoNnynHJyjT5WQj3A== 0001010412-08-000269.txt : 20080910 0001010412-08-000269.hdr.sgml : 20080910 20080910121934 ACCESSION NUMBER: 0001010412-08-000269 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080909 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080910 DATE AS OF CHANGE: 20080910 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: 081064471 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 sanguine8kreverse.htm 8-K CURRENT REPORT DATED SEPTEMBER 9, 2008 <PAGE>  1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549



FORM 8-K



CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


September 9, 2008

(Date of Report: Date of earliest event reported)



Sanguine Corporation

(Exact name of registrant as specified in its charter)



Nevada

000-24480

95-4347608

(State or other jurisdiction  (Commission File Number)  (IRS Employer ID No.)

     of incorporation)



101 East Green Street, #6, Pasadena, California  91105

 (Address of principal executive office)


Registrant's telephone number, including area code: (626) 405-0079


    

NA

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K 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)).





SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


This document contains forward-looking statements, which reflect our views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These forward-looking statements are identified by, among other things, the words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets” and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that may cause actual results to differ from those projected include the risk factors specified below.



ITEM 8.01 Other Events.


Sanguine Corporation (the “Company”) has completed its twenty (20) to one (1) reverse split of its issued and outstanding shares of common stock.  The Company has also amended its articles of incorporation to reflect the reverse split and the addition of a preferred class of stock.  Shareholders of the Company previously approved the reverse split and the addition of 10,000,000 shares of preferred stock.  At this time, no shares of preferred stock have been issued.  As a result of the reverse split the symbol of the Company will be changed to “SGUI” effective September 10, 2008.  The Company issued a press release dated September 9, 2008, on the new stock symbol.


ITEM 9.01  Financial statements and Exhibits



(d) Exhibits.


Exhibit 3.1

Certificate of Amendment to the Articles of Incorporation

Exhibit 99.1

Press Release dated September 9, 2008







SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.


Sanguine Corporation



By: /s/ David Nelson

Date: September 9, 2008

       David Nelson, CFO




EX-3 2 amendmentaritclessanguinerev.htm CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION ARTICLES OF AMENDMENT

CERTICICATE OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

OF

SANGUINE CORPORATION


Pursuant to the provisions of Section 78.385, et. seq., of the Nevada Revised Statutes, Sanguine Corporation, a Nevada corporation, hereinafter referred to as the “Corporation,” hereby adopts the following Certificate of Amendment to its Articles of Incorporation:


FIRST:

The name of the Corporation is Sanguine Corporation


SECOND:

Article Four of the Articles of Incorporation shall be amended to read as follows:


ARTICLE FOUR

AUTHORIZED SHARES


The Corporation is authorized to issue a total of 210,000,000 shares, consisting of 10,000,000 shares of preferred stock having a par value of $0.001 per share (hereinafter referred to as "Preferred Stock") and 200,000,000 shares of common stock having a par value $0.001 per share (hereinafter referred to as "Common Stock"). Shares of any class of stock may be issued, without shareholder action, from time to time in one or more series as may from time to time be determined by the board of directors.  The board of directors of this Corporation is hereby expressly granted authority, without shareholder action, and within the limits set forth in the Nevada Revised Statutes, to:


(a)

designate in whole or in part, the powers, preferences, limitations, and relative rights, of any class of shares before the issuance of any shares of that class;


(b)

create one or more series within a class of shares, fix the number of shares of each such series, and designate, in whole or part, the powers, preferences, limitations, and relative rights of the series, all before the issuance of any shares of that series;


(c)

alter or revoke the powers, preferences, limitations, and relative rights granted to or imposed upon any wholly unissued class of shares or any wholly unissued series of any class of shares; or


(d)

increase or decrease the number of shares constituting any series, the number of shares of which was originally fixed by the board of directors, either before or after the issuance of shares of the series; provided that, the number may not be decreased below the number of shares of the series then outstanding, or increased above the total number of authorized shares of the applicable class of shares available for designation as a part of the series.


The allocation between the classes, or among the series of each class, of unlimited voting rights and the right to receive the net assets of the Corporation upon dissolution, shall be as designated by the board of directors.  All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary herein or in the Corporation's bylaws or in any amendment hereto or thereto shall be vested in the Common Stock.  Accordingly, unless and until otherwise designated by the board of directors of the Corporation, and subject to any superior rights as so designated, the Common Stock shall have unlimited voting rights and be entitled to receive the net assets of the Corporation upon dissolution.





FOURTH:

On the effective date of this Amendment, the Corporation shall effect a reverse split in its issued and outstanding shares of Common Stock so that the shares currently issued and outstanding shall be reverse split, or consolidated, on a 1-for-20 basis, and stockholders shall receive one share of the Corporation's post-split Common Stock, $0.001 par value, for each 20 shares of Common Stock, $0.001 par value, held by them prior to the reverse split.  No scrip or fractional shares will be issued in connection with the reverse split and any fractional interest will be rounded up to the nearest whole share.  The reverse split will not result in any modification of the rights of stockholders, and will have no effect on the stockholders' equity in the Corporation except for a transfer from stated capital to additional paid-in capital.  All shares returned to the Corporation as a result of the reverse split will b e canceled and returned to the status of authorized and unissued shares.  Except as specifically proved herein, the Corporation's Articles of Incorporation shall remain unmodified and shall continue in full force and effect.


FIFTH:

By executing these Certificate of Amendment to the Articles of Incorporation, the president and secretary of the Corporation do hereby certify that on July 15, 2008, the foregoing amendment to the Articles of Incorporation of Sanguine Corporation, Inc., was authorized and approved pursuant to Section 78.390 of the Nevada Revised Statutes by the consent of the majority of the Corporation’s shareholders.  The number of issued and outstanding shares entitled to vote on the foregoing amendment to the Articles of Incorporation was 103,284,492 of which 56,961,169 shares voted for, and no shares voted against and no shares abstained from the foregoing amendment to the Articles of Incorporation.  No other class of shares was entitled to vote thereon as a class.


DATED this 15th day of August, 2008


/s/Dr. Thomas C. Drees

Dr. Thomas C. Drees, CEO


/s/David E. Nelson

David E. Nelson, Secretary



EX-99 3 pressreleasereversesplitfina.htm PRESS RELEASE DATED SEPTEMBER 9, 2008 Sanguine Corporation Opens Satellite Office in West Chester Pennsylvania

Sanguine Corporation Completes its Restructure


Wednesday, September 10, 2008 PASADENA, Calif.--(BUSINESS WIRE)--Sanguine Corporation (OTC Bulletin Board: SGUI - News), (formerly OTCBB: SGNC) is pleased to announce the restructure of the Company’s shares incorporating a 20 for 1 reverse split.  The Company’s market capitalization has remained unchanged during this process.  

According to Sanguine’s CFO, Mr. David Nelson, “We are excited to complete the restructure of our public shares, which reduces the number of shares issued and outstanding by 20:1.  With the reduced number of shares, we look forward to increasing shareholder value through executing a variety of internal programs our management team has been working on.  The completion of this process was the first and necessary step.  We look forward to sharing additional developments with shareholders in the near future.”

For information related to the Sanguine Corporation, contact Investor Relations: Michael Dancy, 801-746-3570, email: medancy@allwest.net, or visit: www.sanguine-corp.com.

Forward-looking statements in this release are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including without limitation, continued acceptance of the Company’s products, increased levels of competition for the Company, new products and technological changes, the Company’s dependence on third-party suppliers, and other risks detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission.


Contact:

For Sanguine Corporation

Michael Dancy, 801-746-3570 (Investor Relations)

medancy@allwest.net



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