Leonard W. Burningham
Lawyer
Hermes Building * Suite 205
455 East 500 South
Salt Lake City, Utah 84111-3323
Telephone (801) 363-7411
Fax (801) 355-7126
e-mail lwb@burninglaw.com
August 24, 2006
U. S. Securities and Exchange Commission
100 F. Street, N.E., Mail Stop 6010
Washington, D.C. 20549
Attention: Oscar M. Young, Jr.
Re: Sanguine Corporation, a Nevada corporation ("Sanguine") and SEC
Comment Letter under date of January 18, 2006
Dear Mr. Young:
After review of the Form of Warrant and Subscription Agreement involving
First York Partners, Sanguine feels that the Warrants and Subscription
Agreement are freestanding of one another and are correctly classified under
EITF 05-4 Summary No. 1 View C. No where in either of these documents does it
state that if one is not carried out the other cannot be carried out. If the
Subscription Agreement is not followed and the shares are not registered, the
Warrants still stand. With that said, there is a penalty clause regarding the
registration rights outlined in the Form of Warrant. If Sanguine is unable to
issue registered common stock when the Warrants are exercised, it will pay the
holder of the Warrants a sum equal to the closing price of Sanguine's common
stock on the principal market on the trading date immediately preceding the
date notice is given for exercise of the Warrants, less the purchase price.
With this in mind, it is noted that First York Partners, subsequent to the
execution of these documents, sold all of its outstanding Warrants to current
shareholders of Sanguine, including the Secretary & CFO. Therefore, the risk
involved in these Warrants being turned in and Sanguine being unable to issue
the registered shares is very minimal; the Warrants also expire in February,
2007. Sanguine initially responded with a 10% risk factor, that these
Warrants would be exercised, and we would be unable to issue registered common
stock. Below is an outline of the possible liability risk involved:
2002 2003 2004 2005
---- ---- ---- ----
Warrants Outstanding 5,627,500 5,627,500 3,386,369 2,193,115
Exercise Price $0.08 $0.08 $0.08 $0.08
Share Price at Year End $0.04 $0.075 $0.27 $0.155
Price Difference ($0.04) ($0.005) $0.19 $0.075
Possible Liability ($225,100) ($28,137.50) $643,410.11 $164,483.63
10% Risk ($22,510) ($2,813.75) $64,341.01 $16,448.36
Sanguine is in the process of amending its financial statements for the
years ended December 31, 2004, and December 31, 2005, and for the first two
quarters of 2006 to reflect the acceptance of the 10% risk possibility in
accordance with the above calculation. We believe that this will take us
approximately two weeks. These modifications will reflect this 10% risk.
If you have any further questions or comments, please call me as soon as
possible so Sanguine will not have to duplicate this accounting and auditing
work.
Sincerely yours,
/s/Leonard W. Burningham
Leonard W. Burningham
Sanguine Corporation
/s/David E. Nelson
David E. Nelson, CFO
LWB/sg