-----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, V/9ksSuulXTKeS5Ez3bQKRrEzU+IvDzjE3e1HgtElRkCV9Klwe5SHgD4RNwrFB1J VhBtxyt8cZLGmpvku5zG1Q== 0001010412-98-000080.txt : 19980518 0001010412-98-000080.hdr.sgml : 19980518 ACCESSION NUMBER: 0001010412-98-000080 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANGUINE CORP CENTRAL INDEX KEY: 0000926287 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 954347608 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-24480 FILM NUMBER: 98622928 BUSINESS ADDRESS: STREET 1: 101 EAST GREEN ST STREET 2: #11 CITY: PASADENA STATE: CA ZIP: 91105 BUSINESS PHONE: 8184050079 MAIL ADDRESS: STREET 1: 101 EAST GREEN ST STREET 2: STE 11 CITY: PASADENA STATE: CA ZIP: 91105 10QSB 1 FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998 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 March 31, 1998 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------- --------------- Commission File No. 0-24480 SANGUINE CORPORATION (Name of Small Business Issuer in its Charter) NEVADA 95-4347608 ------ ---------- (State or Other Jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 101 East Green Street, #11 Pasadena, California 91105 --------------------------- (Address of Principal Executive Offices) Issuer's Telephone Number: (626) 405-0079 Indicate by check mark whether the Registrant (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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X No (2) Yes X No --- --- --- --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Not applicable. APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: May 12, 1998 21,010,004 ---------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The Financial Statements of the Registrant 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 Registrant. Sanguine Corporation (A Development Stage Company) Financial Statements March 31, 1998 SANGUINE CORPORATION (A Development Stage Company) Balance Sheet March 31, 1998 Unaudited & December 31, 1997
March December 31, 1998 31, 1997 ASSETS Current Assets Cash $ 497 $ 263 Property & Equipment Furniture 774 1,004 TOTAL ASSETS $ 1,271 $ 1,267 LIABILITIES & STOCKHOLDERS EQUITY Current Liabilities Accounts Payable $ 28,082 $ 35,562 Accrued Salaries 356,000 332,000 Accrued Interest Payable 29,325 27,960 Notes Payable 114,400 103,700 Total Current Liabilities 527,807 499,222 Stockholders Equity Common Stock, Authorized: 100,000,000 Shares at $0.001 Par Value: 21,010,004 & 20,977,723 Shares Issued & Outstanding Respectively 21,010 20,977 Paid In Capital 614,212 606,176 Retained Earnings Deficit (1,161,758) (1,125,108) Total Stockholders Equity ( 526,536) ( 497,955) TOTAL LIABILITIES & STOCKHOLDERS EQUITY $ 1,271 $ 1,267
SANGUINE CORPORATION (A Development Stage Company) Statements of Operations For the Period January 1, 1998 to March 31, 1998 Unaudited & January 1, 1997 to March 31, 1997 Unaudited
March March 31, 1998 31, 1997 Revenues Interest Income $ -0- $ -0- Total Revenues -0- -0- Expenses Research & Development $ 19,500 $ 31,500 Salaries 4,500 4,500 Office Expense 1,710 1,374 Auto Expenses 270 270 Legal & Professional Fees 646 2,560 Rent 4,799 3,924 Interest Expense 3,756 2,484 Stock Transfer 25 80 Consultant Fees -0- 12,000 Tax & License 1,215 -0- Depreciation 230 230 Total Expenses 36,651 58,922 Loss for Period ($ 36,651) ($ 58,922) Profit (Loss) Per Share (.00) (.00) Weighted Average Shares Outstanding 20,993,863 20,877,723
SANGUINE CORPORATION (A Development Stage Company) Statements of Cash Flows Unaudited For the Periods January 1, 1998 to March 31, 1998 Unaudited and January 1, 1997 to March 31, 1997 Unaudited
March March 31, 1998 31, 1997 Cash Flows from Operating Activities Net (Loss) ($ 36,651) ($ 58,922) Depreciation 230 230 Changes in Operating Assets & Liabilities: Increase (Decrease)Accounts Payable 590 24,150 Increase in Interest Payable 1,365 1,365 Increase in Accrued Salaries 24,000 24,000 Net Cash Flows from Operating Activities ( 10,466) ( 9,177) Cash Flows from Investing Activities -0- -0- Cash Flows from Financing Activities Increase in Notes Payable 10,700 9,550 Net Cash Flows Provided by Financing Activities 10,700 9,550 Increase (Decrease) in Cash 234 373 Cash at Beginning of Period 263 672 Cash at End of Period $ 497 $ 1,045 Disclosure for Cash Flows from: Interest $ 3,756 $ 2,484 Taxes -0- -0-
SANGUINE CORPORATION Notes to Financial Statements NOTE #1 - Statement Preparation The Company has prepared the accompanying financial statements with interim financial reporting requirements promulgated by the Securities & Exchange Commission. The information furnished reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of financial position and results of operations. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company s 1997 10-K report. Item 2. Management's Discussion and Analysis or Plan of Operation. - -------------------------------------------------------------------- Plan of Operation. - ------------------ The Company has conducted all of its business operations through its majority owned subsidiary, Sanguine Corporation, a California corporation ("Sanguine California"). Sanguine California is engaged in the development of a synthetic red blood cell product called "PHER-O2." The development of this product presently comprises its sole business operations. PHER-O2 is composed of perfluoro-decalin molecules (i.e., synthetic red blood cells), purified water and a proprietary, synthetic, fluorinated surfactant to hold the emulsion together. Perfluoro-decalin has great oxygen-carrying capacity, yet it can be as much as 900 times smaller than a red blood cell. Management believes that PHER-O2 may carry three to four times the oxygen of human blood per unit volume. This increased oxygen-carrying capacity may make PHER-O2 useful in the treatment of heart attacks, strokes, cancer and other diseases for which increased oxygenation is beneficial. Furthermore, the Company believes that perfluoro-decalin may be effective as an imaging agent in X-ray imaging, nuclear magnetic resonance (NMR) imaging and CAT scans, without side effects. Management also believes that PHER-O2 has several other advantages over human blood: it can be sterilized to be free of disease; is believed to have the quality of a universal match for all blood types; can be mass-produced; and may be stored much longer than human blood. Battelle Memorial Institute, through its Battelle Columbus Operations ("Battelle"), was retained to assist the Company in completing the emulsion of perfluoro-decalin and the synthetic surfactants that make up PHER-O2; it is anticipated that on completion of the compounding of PHER-O2, Battelle will perform initial gross animal tests, which do not require regulatory approval prior to commencement; however, the data gathered from any such tests will be subject to regulatory review in the future. The Company anticipates that it will manufacture experimental doses of PHER-O2 required to conduct gross animal testing. It is anticipated that continued research and development of PHER-O2 will depend upon the Company's ability to obtain substantial additional equity or debt funding, as to which no assurance can be given. See the captions "Business Development," "Future Capital Requirements; Uncertainty of Future Funding" and "Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts" of the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997, which has previously been filed with the Securities and Exchange Commission. In its second phase of operations, management intends to continue developing the perfluorocarbon compounds in PHER-O2 in order to optimize its quality, and expects to begin animal safety and efficacy trials in accordance with guidelines of the United States Food and Drug Administration ("FDA") and comparable foreign regulatory requirements. In the final phase of the Company's proposed business operations, it intends to complete its United States testing of PHER-O2, receive all necessary FDA approvals and begin American and Canadian sales for cancer treatment and angioplasty; and complete overseas testing, begin overseas sales and begin the construction of manufacturing facilities. Sanguine California has previously licensed BioLogix Development Partners, an unaffiliated California limited partnership, to manufacture and market PHER-O2 in Canada, including any future Canadian patent rights, and the exclusive right to market PHER-O2 in U.S. military pre-hospital markets. In this final phase, the Company also intends to continue trials to test PHER-O2 for other applications, including transplant organ preservation and the treatment of carbon monoxide poisoning, sickle cell anemia, heart attack and stroke. The Company will be required to conduct similar rigorous testing and clinical trials of PHER-O2 for each desired application for which it is sought to be used. PHER-O2 is still in the research and development stage. It has not been tested on animals or humans; nor has any application been submitted to any federal, state or foreign agency to seek authority for such testing. This development process will be time consuming, costly, subject to extreme governmental regulation and must prove that this product is safe and efficacious for human use. Until then, the Company will have no potential for revenues from operations. No assurance can be given that the Company will be able to raise the capital it will need to develop PHER-O2, or that if sufficient funds are raised, the Company will ever receive requisite federal, state or foreign agency approval to manufacture or market this product. See the captions "Business Development," "Special Risk Factors," "Principal Products or Services and their Markets," "Competition," "Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts" and "Governmental Approval of Principal Products or Services" of the Company's Registration Statement on Form 10-SB-A1, which has previously been filed with the Securities and Exchange Commission, and which is incorporated herein by reference. Results of Operations. - ---------------------- During the quarterly period ending March 31, 1998, the Company's only business operations were those of Sanguine California. During this period, the Company received total revenues of $0 and sustained a net loss of $36,651. Liquidity. - ---------- During the quarterly period ended March 31, 1998, the Company had total expenses of $36,651, while receiving $0 in revenues. PART II - OTHER INFORMATION Item 1. Legal Proceedings. - ---------------------------- None; not applicable. Item 2. Changes in Securities. - -------------------------------- 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. - ---------------------------- On January 13, 1998, at a Special Meeting of the Company's Board of Directors was held where a majority of the Board of Directors resolved (i) to accept the resignation of Holomon J. Nicholas, II, as President and Chief Operating Officer of the Company, effective as of December, 1996; (ii) to prohibit Mr. Nicholas from representing himself as an executive officer of the Company and from disseminating confidential information about the Company; (iii) to cancel the shares of stock issued to Mr. Nicholas due to failure of consideration on the part of Mr. Nicholas; and (iv) to instruct the Company's transfer agent to refuse to register the transfer of any shares from Mr. Nicholas. For more information on this meeting see the Company's 10-KSB for the year ended December 31, 1997, filed April 15, 1998, which is incorporated herein by reference. See Exhibit Index. On February 9, 1998, the Company filed a Complaint against Mr. Nicholas in the Third Judicial District Court of the State of Utah. For more information regarding this Complaint see the Company's 10-KSB for the year ended December 31, 1997, filed April 15, 1998, which is incorporated herein by reference. See Exhibit Index. Item 6. Exhibits and Reports on Form 8-K. - ------------------------------------------- (a) Exhibits. 10-SB-A1 Registration Statement.* Form 10-KSB Annual Report for the Fiscal Year ended December 31, 1997.* (b) Reports on Form 8-K. None. * 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 Date: 5/13/98 By:/s/Thomas C. Drees -------------- ------------------------------------- Thomas C. Drees, CEO, President and Chairman of the Board of Directors Date: 5/13/98 By:/s/Anthony G. Hargreaves -------------- ------------------------------------- Anthony G. Hargreaves Vice President, Secretary/Treasurer and Director Date: 5/14/98 By:/s/Edward L. Kunkel -------------- ------------------------------------- Edward L. Kunkel, Esq. Director EX-27 2 FINANCIAL DATA SCHEDULE
5 0000926287 SANGUINE CORPORATION 3-MOS DEC-31-1998 MAR-31-1998 497 0 0 0 0 497 774 0 1271 527807 0 0 0 21010 (547546) 1271 0 0 0 0 36651 0 3756 (36651) 0 0 0 0 0 (36651) (0.00) (0.00)
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