-----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, SIfnpBv0Lhy7IF/11vaveGbTujS223r6Tmyz13jk5K9qrPYeTf9lQuHuEnIFehgM lvku7w1DfrKk1KupZQiKyw== 0001010412-98-000221.txt : 19981123 0001010412-98-000221.hdr.sgml : 19981123 ACCESSION NUMBER: 0001010412-98-000221 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981116 DATE AS OF CHANGE: 19981120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANGUINE CORP CENTRAL INDEX KEY: 0000926287 STANDARD INDUSTRIAL CLASSIFICATION: 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: 98752958 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 SEPTEMBER 30, 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 September 30, 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: November 13, 1998 23,018,217 ---------- 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 September 30, 1998 SANGUINE CORPORATION (A Development Stage Company) Balance Sheet September 30, 1998 Unaudited & December 31, 1997 September December 30, 1998 31, 1997 ASSETS Current Assets Cash $ 712 $ 263 Property & Equipment Furniture 314 1,004 TOTAL ASSETS $ 1,026 $ 1,267 LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable $ 27,973 $ 35,562 Accrued Salaries 404,000 332,000 Accrued Interest Payable 32,055 27,960 Notes Payable 125,650 103,700 Total Current Liabilities 589,678 499,222 Stockholders' Equity Common Stock, Authorized: 100,000,000 Shares at $0.001 Par Value: 22,408,217 & 20,977,723 Shares Issued & Outstanding Respectively 22,408 20,977 Paid In Capital 771,936 606,176 Retained Earnings Deficit ( 1,382,996) ( 1,125,108) Total Stockholders' Equity ( 588,652) ( 497,955) TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 1,026 $ 1,267
SANGUINE CORPORATION (A Development Stage Company) Statements of Operations For the Period July 1, 1998 to September 30, 1998 Unaudited and the Period July 1, 1997 to September 30, 1997 Unaudited and the Period January 1, 1998 to September 30, 1998 Unaudited and the Period January 1, 1997 to September 30, 1997 Unaudited
July July January January 1, 1998 to 1, 1997 to 1, 1998 to 1, 1997 to September September September September 30, 1998 30, 1997 30, 1998 30, 1997 Revenues Interest Income $ -0- $ -0- $ -0- $ -0- Total Revenues -0- -0- -0- -0- Expenses Promotion -0- -0- -0- -0- Depreciation 230 230 690 690 Salaries 4,500 4,500 13,500 13,500 Research & Development 19,500 19,500 118,500 59,500 Office Expense 3,148 2,133 7,752 6,126 Auto Expense 270 270 720 810 Legal & Professional Fees 2,510 6,877 26,001 10,315 Rent 3,199 3,207 12,797 11,201 Interest Expense 4,301 2,479 12,202 6,837 Stock Transfer 25 48 522 392 Consultant Fees 60,000 -0- 63,710 -0- Tax & License 70 -0- 1,168 1,184 Insurance 47 200 327 532 Total Expenses 97,800 39,444 257,889 111,087 Loss for Period ($ 97,800) ($39,444) ($ 257,889) ($ 111,087) Profit (Loss) Per Share ($ .00) ($ .00) ($ .01) ($ .01) Weighted Average Shares Outstanding 22,408,217 20,877,723 22,408,217 20,877,723
SANGUINE CORPORATION (A Development Stage Company) Statements of Cash Flows Unaudited For the Periods January 1, 1998 to September 30, 1998 Unaudited and January 1, 1997 to September 30, 1997 Unaudited
September September 30, 1998 30, 1997 Cash Flows from Operating Activities Net (Loss) ($ 257,889) ($ 111,087) Adjustments to Reconcile Net Loss to Net Cash Used by Operations: Depreciation 690 690 Non-Cash Expenses 60,000 -0- Changes in Operating Assets & Liabilities: (Decrease) Increase in Accounts Payable ( 4,830) 8,165 Increase in Interest Payable 4,095 4,095 Increase in Accrued Salaries 72,000 72,000 Net Cash Flows from Operating Activities ( 125,934) ( 26,137) Cash Flows from Investing Activities -0- -0- Net Cash Used by Investing Activities -0- -0- Cash Flows from Financing Activities Increase in Notes Payable 21,950 27,150 Sale of Common Stock 104,433 -0- Net Cash Flows Provided by Financing Activities 126,383 27,150 Increase (Decrease) in Cash 449 1,013 Cash at Beginning of Period 263 672 Cash at End of Period $ 712 $ 1,685 Disclosure for Cash Flows from: Interest $ 12,202 $ 6,837 Taxes -0- -0- Non-Cash Expenses Issued 600,000 Shares at $0.10 Per Share For Services 60,000 -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. NOTE #2 - Sale of Shares of Common Stock Pursuant to a Shares Purchase Agreement dated June 16, 1998, and Amended as of October 21, 1998, the Company sold 600,000 shares of common stock at $0.10 per share to fund the Initial Protocol with Battelle Memorial Research Institute of Columbus, Ohio. 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 September 30, 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 $97,800. Liquidity. - - ---------- During the quarterly period ended September 30, 1998, the Company had total expenses of $97,800, while receiving $0 in revenues. PART II - OTHER INFORMATION Item 1. Legal Proceedings. - - ---------------------------- There have been no material changes in the pending litigation with H. J. Nicholas, Utah Third District Court Case No. 980901388, as described in Part I, Item 3, of the Company's Annual Report on 10-KSB for the year ended December 31, 1997, which was filed with the Securities and Exchange Commission on April 15, 1998. See the Exhibit Index, Item 6 of this Report. Item 2. Changes in Securities and Use of Proceeds. - - --------------------------------------------------- None; not applicable. Item 3. Defaults Upon Senior Securities. - - ------------------------------------------ None; not applicable. Item 4. Submission of Matters to a Vote of Security Holders. - - -------------------------------------------------------------- None; not applicable. Item 5. Other Information. - - ---------------------------- Effective March 20, 1998, the Board of Directors adopted a resolution to issue 240,000 "unregistered" and "restricted" shares of the Company's common stock to A. Smith & Associates, Inc. and/or Smith Consulting Services, Inc., in consideration for expenses paid for and on behalf of the Company amounting to approximately $60,000. On June 17, 1998, the Company entered into an Agreement with Battelle Memorial Institute to provide to the Company technical and research services regarding the preparation and evaluation of fluorocarbon emulsions for use as oxygen-carrying blood substitutes. The Agreement provides for Battelle to begin work within 30 days after receipt of the first payment of $60,000 and for four more payments of $60,000 due within 30 days of presentation of Battelle's invoice. The first payment was made on June 18, 1998. On October 14, 1998, 10,000 shares of "unregistered" and "restricted" common stock were issued to Tyler Zwick; and on October 18, 1998, 8,000 shares of "unregistered" and "restricted" common stock were issued to Robert J. Ganzhorn and Ruth B. Ganzhorn. 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. 8-K Current Report dated November 4, 1998 and filed with the Securities and Exchange Commission on November 10, 1998.* * 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: 11/13/98 By:/s/Thomas C. Drees -------------- ------------------------------------- Thomas C. Drees, CEO, President and Chairman of the Board of Directors Date: 11/13/98 By:/s/Anthony G. Hargreaves -------------- ------------------------------------- Anthony G. Hargreaves Vice President, Secretary/Treasurer and Director Date: 11/16/98 By:/s/David E. Nelson -------------- ------------------------------------- David E. Nelson CFO and Director EX-27 2 FINANCIAL DATA SCHEDULE
5 0000926287 SANGUINE CORPORATION 9-MOS DEC-31-1998 SEP-30-1998 712 0 0 0 0 712 314 0 1026 589678 0 0 0 22408 (611060) 1026 0 0 0 0 257889 0 12202 (257889) 0 0 0 0 0 (257889) (0.01) (0.01)
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