<PAGE>
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
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Commission File No. 0-24480
SANGUINE CORPORATION
(Name of Small Business Issuer in its Charter)
NEVADA 95-4347608
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
101 East Green Street, #11
Pasadena, California 91105
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(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
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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
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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.
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Sanguine Corporation
(A Development Stage Company)
Financial Statements
March 31, 1998
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<TABLE>
SANGUINE CORPORATION
(A Development Stage Company)
Balance Sheet
March 31, 1998 Unaudited & December 31, 1997
<CAPTION>
March December
31, 1998 31, 1997
ASSETS
<S> <C> <C>
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
</TABLE>
<TABLE>
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
<CAPTION>
March March
31, 1998 31, 1997
<S> <C> <C>
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
</TABLE>
<TABLE>
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
<CAPTION>
March March
31, 1998 31, 1997
<S> <C> <C>
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-
</TABLE>
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.
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Plan of Operation.
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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.
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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.
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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.
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None; not applicable.
Item 2. Changes in Securities.
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None; not applicable.
Item 3. Defaults Upon Senior Securities.
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None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
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None; not applicable.
Item 5. Other Information.
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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.
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(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
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Thomas C. Drees, CEO, President and
Chairman of the Board of Directors
Date: 5/13/98 By:/s/Anthony G. Hargreaves
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Anthony G. Hargreaves
Vice President, Secretary/Treasurer
and Director
Date: 5/14/98 By:/s/Edward L. Kunkel
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Edward L. Kunkel, Esq.
Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000926287
<NAME> SANGUINE CORPORATION
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 497
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 497
<PP&E> 774
<DEPRECIATION> 0
<TOTAL-ASSETS> 1271
<CURRENT-LIABILITIES> 527807
<BONDS> 0
0
0
<COMMON> 21010
<OTHER-SE> (547546)
<TOTAL-LIABILITY-AND-EQUITY> 1271
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 36651
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3756
<INCOME-PRETAX> (36651)
<INCOME-TAX> 0
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<NET-INCOME> (36651)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
