UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
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þ
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2007
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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For the Transition Period From
to
Commission File Number 000-52320
SENTISEARCH, INC.
(Exact name of small business issuer as specified in its charter)
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Delaware
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20-5655648
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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1482 East Valley Road
Santa Barbara, California 93108
(Address of principal executive offices)
(805) 684-1830
(Issuers telephone number)
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act of 1934 during the past 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. Yes
þ
No
o
Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b-2 of the
Exchange Act). Yes
o
No
þ
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuers classes of common equity, as of the
latest practicable date:
As of November 1, 2007, the Company had outstanding 7,694,542 shares of Common Stock.
Transitional Small Business Disclosure Format (Check one): Yes
o
No
þ
TABLE OF CONTENTS
SENTISEARCH, INC.
FORM 10-QSB
-i-
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements
SentiSearch, Inc.
(A Development Stage Company)
Balance Sheet (unaudited)
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September 30,
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2007
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ASSETS
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Current Assets
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Cash and cash equivalents
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$
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78,637
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Other Assets
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License cost
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440,625
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Less: accumulated amortization
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(356,079
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)
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84,546
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Total Assets
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$
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163,183
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LIABILITIES AND STOCKHOLDERS (DEFICIENCY) EQUITY
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Current Liabilities
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Accounts payable and accrued expenses
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$
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38,560
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Notes Payable Related Party
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180,000
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218,560
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Stockholders (Deficiency) Equity
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Common stock $0.0001 par value, 8,000,000 shares authorized, 7,694,542 shares outstanding
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769
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Additional paid in capital
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998,565
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Deficit accumulated during development stage
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(1,054,711
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)
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Total Stockholders (deficiency) equity
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(55,377
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)
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Total Liabilities and stockholders (deficiency) equity
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$
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163,183
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See
notes to unaudited financial statements
1
SentiSearch, Inc.
(A Development Stage Company)
Statements of Operations (unaudited)
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For the period
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April 10, 2000
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For the three months
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For the three months
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For the 9 months
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For the 9 months
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(Commencement
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ended
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ended
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ended
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ended
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of Business)
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September
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September
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September
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September
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to September
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30, 2007
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30, 2006
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30, 2007
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30, 2006
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30, 2007
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Revenues
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$
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$
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$
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$
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$
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Direct costs
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Income after direct costs
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Operating expenses:
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General and administrative
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66,830
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120,761
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162,980
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146,248
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693,005
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Amortization
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8,181
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137,873
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24,546
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174,323
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356,080
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75,011
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258,634
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187,526
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320,571
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1,049,085
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Other expense:
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Interest and financing expense
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5,071
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5,626
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5,626
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5,071
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5,626
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5,626
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Net Loss before provision for Income
Taxes
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80,082
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258,634
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193,152
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320,571
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1,054,711
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Net loss
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$
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80,082
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$
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258,634
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$
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193,152
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$
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320,571
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$
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1,054,711
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Basic and diluted loss per share
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$
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0.01
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$
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0.03
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$
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0.02
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$
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0.04
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Weighted average shares outstanding
basic and dilutive
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7,694,542
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7,694,542
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7,694,542
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7,694,542
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|
See
notes to unaudited financial statements
2
SentiSearch, Inc.
(A Development Stage Company)
Statements of Changes in Stockholders Equity (deficiency)
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Additional
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Common Stock
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Subscription
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Paid-in
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Accumulated
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Shares
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Amount
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Receivable
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Capital
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Deficit
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Total
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Balance April 10, 2000 (Commencement of Predecessor Business)
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$
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$
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$
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$
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$
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Net loss
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(47,763
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)
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(47,763
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)
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Balance December 31, 2000
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(47,763
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)
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(47,763
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)
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Net loss
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(63,169
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)
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(63,169
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)
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Balance December 31, 2001
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(110,932
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)
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(110,932
|
)
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Net loss
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(65,936
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)
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(65,936
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)
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Balance December 31, 2002
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(176,868
|
)
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(176,868
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)
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Net loss
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(77,083
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)
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(77,083
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)
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Balance December 31, 2003
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(253,951
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)
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(253,951
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)
|
Net loss
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(109,169
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)
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(109,169
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)
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Balance December 31, 2004
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(363,120
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)
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(363,120
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)
|
Net loss
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(60,870
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)
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(60,870
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)
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Balance December 31, 2005
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(423,990
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)
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(423,990
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)
|
Net loss
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(320,747
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)
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(320,747
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)
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Balance October 2, 2006
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(744,737
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)
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(744,737
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)
|
Issuance of common stock October 3, 2006
|
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|
7,694,542
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|
769
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|
(769
|
)
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|
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Additional contribution of capital October 10, 2006
|
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769
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249,231
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250,000
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|
Contribution to capital of License costs and assumption of liability October 10, 2006
|
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749,334
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|
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|
|
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|
749,334
|
|
Net loss
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|
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|
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(116,822
|
)
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|
|
(116,822
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Balance December 31, 2006
|
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|
7,694,542
|
|
|
|
769
|
|
|
|
|
|
|
|
998,565
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|
|
(861,559
|
)
|
|
|
137,775
|
|
Net loss (unaudited)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(193,152
|
)
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|
|
(193,152
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Balance September 30, 2007 (unaudited)
|
|
|
7,694,542
|
|
|
$
|
769
|
|
|
$
|
|
|
|
$
|
998,565
|
|
|
$
|
(1,054,711
|
)
|
|
$
|
(55,377
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
See notes to unaudited financial statements
3
SentiSearch, Inc.
(A Development Stage Company)
Statements of Cash Flows (unaudited)
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|
For the period
|
|
|
|
|
|
|
|
|
|
|
|
April 10, 2000
|
|
|
|
|
|
|
|
|
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|
|
(Commencement
|
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|
For the
|
|
|
For the
|
|
|
of Business)
|
|
|
|
nine months ended
|
|
|
nine months ended
|
|
|
to
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
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|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(193,152
|
)
|
|
$
|
(320,571
|
)
|
|
$
|
(1,054,711
|
)
|
Adjustments to reconcile net loss to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
24,546
|
|
|
|
174,323
|
|
|
|
356,079
|
|
Increase (decrease) in accounts payable and accrued expenses
|
|
|
(650
|
)
|
|
|
146,248
|
|
|
|
347,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Net cash provided by (used in) operating activities
|
|
|
(169,256
|
)
|
|
|
|
|
|
|
(351,363
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from notes payable related parties
|
|
|
180,000
|
|
|
|
|
|
|
|
180,000
|
|
Proceeds from issuance of stock
|
|
|
|
|
|
|
|
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
180,000
|
|
|
|
|
|
|
|
430,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents
|
|
|
10,744
|
|
|
|
|
|
|
|
78,637
|
|
Cash and cash equivalents beginning of period
|
|
|
67,893
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of period
|
|
$
|
78,637
|
|
|
$
|
|
|
|
$
|
78,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumption of liability by Sentigen Holding Corp.
|
|
$
|
|
|
|
$
|
|
|
|
$
|
308,709
|
|
Stock of Sentigen Holding Corp. issued for license costs
|
|
|
|
|
|
|
|
|
|
|
440,625
|
|
See notes to unaudited financial statements
4
Notes to Financial Statements
SentiSearch, Inc.
(A Development Stage Company)
Notes to Unaudited Financial Statements
September 30, 2007
1. Organization and Nature of Operations
SentiSearch, Inc. (we, SentiSearch, and the Company) was a wholly-owned subsidiary of
Sentigen Holding Corp. (Sentigen) until the November 30, 2006 spin-off, discussed below. We
are a development stage company and have a limited operating history. We were incorporated in the
State of Delaware on October 3, 2006 to hold the olfaction intellectual property assets of Sentigen
Holding Corp. and its subsidiaries.
On November 30, 2006, in connection with its merger with Invitrogen Corporation, Sentigen
separated its olfaction intellectual property assets from the businesses being acquired by
Invitrogen Corporation. The distribution of SentiSearch shares to the shareholders of Sentigen,
commonly referred to as a spin-off, took place immediately prior to the consummation of the
merger. In connection with the distribution, on October 10, 2006, we entered into a distribution
agreement with Sentigen, pursuant to which Sentigen contributed $250,000 to our capital. Also on
October 10, 2006, we entered into a contribution agreement with Sentigen, pursuant to which
Sentigen transferred to us all of its olfaction intellectual property. The olfaction intellectual
property assets primarily consist of an exclusive license agreement with The Trustees of Columbia
University in the City of New York (Columbia), dated April 10, 2000 (the Columbia License), and
certain patent applications titled Nucleic Acids and Proteins of Insect or 83b odorant receptor
genes and uses thereof.
During July 2007, we were issued two patents. One patent was issued directly to us and the
other was issued under the Columbia License. Both of the issued patents cover nucleic acid
molecules which encode insect odorant receptor proteins, including numerous variations on insect
odorant receptor coding sequence. The patents cover any nucleic acid molecule as long as the
protein it encodes contains a short segment of amino acids, linked together.
While we believe our technology capabilities in the olfaction area are substantial, up to this
point, we have incurred substantial operating losses. There were no revenues from operations for
the nine months ended September 30, 2007. Although we have an exclusive license agreement with
Columbia, only one patent has been issued under the License Agreement and we cannot provide any
assurance that our additional patent applications will be successful. We intend to continually
review the commercial validity of our olfaction technology in order to make the appropriate
decisions as to the best way to allocate our limited resources.
2. Basis of Presentation
The financial statements for the period April 10, 2000 (Commencement of Business) to September
30, 2007 differ from the results of operations, financial condition and cash flows that would have
been achieved had we been operated independently during the periods from April 10, 2000 through
November 30, 2006. Our business was operated within Sentigen Holding Corp. as part of its broader
corporate organization rather than as a stand-alone company. Our historical financial statements
do not reflect the expense of certain corporate functions that we would have needed to perform if
we were not a wholly-owned subsidiary.
We are a development stage company as defined in Financial Accounting Standard Board (FASB)
Statement No. 7, Accounting and Reporting by Development Stage Enterprises. Our planned
principal operations have not yet commenced and we have no employees. We intend to establish a new
business. We have not generated any revenues from operations and have no assurance of any future
revenues. All losses accumulated since commencement of our business have been considered as part
of our development stage activities.
Our financial statements were prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities. On June 21, 2007, we entered into a
demand promissory note in favor of each of Mr. Frederick R. Adler, Mr. Joseph K. Pagano, D.H. Blair
Investment Banking Corp. and Mr. Samuel A. Rozzi (together, the Lenders), providing for loans to
us in the principal amounts of $50,000, $50,000, $50,000 and $30,000, respectively, for an
aggregate amount of $180,000. We believe that our financial resources will be sufficient to fund
operations and capital requirements for at least the next 12 months. We will need substantial
amounts of additional financing to commercialize the research programs undertaken by us, which
financing may not be available on favorable terms, or at all. Our ability to obtain financing and
realize revenue depends upon the status of future business prospects, as well as conditions
prevailing in the capital markets. These factors, among others, raise substantial doubt about
5
our ability to continue as a going concern should we be unable to realize revenues from our
olfaction technology or raise additional funds in the future. The accompanying financial
statements do not include any adjustments that might be required should the company be unable to
recover the value of its assets or satisfy its liabilities.
3. Summary of Significant Accounting Policies
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a.
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Interim Period
The accompanying interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America
for interim financial information, the instructions to Form 10-QSB and Items 303 and 310(B)
of Regulation S-B. In the opinion of management, the interim financial statements have been
prepared on the same basis as the annual financial statements and reflect all adjustments,
which include only normal recurring adjustments, necessary to present fairly the financial
position as of September 30, 2007, the results of operations for the nine and three months
ended September 30, 2007, and changes in stockholders equity and cash flows for the nine
months ended September 30, 2007. The results for the nine months ended September 30, 2007,
are not necessarily indicative of the results to be expected for any subsequent quarter or
the entire fiscal year ending December 31, 2007.
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Certain information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to the Securities and Exchange Commissions
(SEC) rules and regulations.
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These unaudited financial statements should be read in conjunction with the Companys audited
financial statements and notes thereto for the year ended December 31, 2006 as included in
the Companys report on Form 10-KSB. There have been no changes in significant accounting
policies since December 31, 2006.
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b.
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Cash and Cash Equivalents
Cash and cash equivalents include liquid investments with
maturities of three months or less at the time of purchase.
|
|
|
c.
|
|
License Costs
The costs of intangible assets that are purchased from others for use
in research and development activities and that have alternative future uses (in research
and development projects or otherwise) are accounted for in accordance with FASB Statement
No. 142, Goodwill and Other Intangible Assets. The amortization of those intangible
assets used in research and development activities is a research and development cost.
However, the costs of intangibles that are purchased from others for a particular research
and development project and that have no alternative future uses (in other research and
development projects or otherwise) and therefore no separate economic values are research
and development costs at the time the costs are incurred. We determined that the licensing
costs arising from our exclusive licensing agreement with The Trustees of Columbia
University have alternative future uses. These costs have been capitalized and are being
amortized on a straight line basis through April 2010.
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d.
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Impairment
Intangible and long-lived assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of the assets may not
be fully recoverable. A review for impairment includes comparing the carrying value of an
asset to an estimate of the undiscounted net future cash inflows over the life of the asset
or fair market value. An asset is considered to be impaired when the carrying value
exceeds the calculation of the undiscounted net future cash inflows or fair market value.
An impairment loss is defined as the amount of the excess of the carrying value over the
fair market value of the asset. We believe that none of our intangible and long-lived
assets are impaired as of September 30, 2007.
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e.
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Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the dates of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ from those
estimates.
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f.
|
|
Income Taxes
Certain income and expense items are accounted for differently for
financial reporting and income tax purposes. Deferred tax assets and liabilities are
determined based on the difference between the financial statement and income tax basis of
assets and liabilities and the tax effect of net operating loss and tax credit
carry-forwards applying the enacted statutory tax rates in effect for the year in which the
differences are expected to reverse. Valuation allowances are established if it is
determined to be more likely than not that deferred tax assets will not be recovered.
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g.
|
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Loss Per Share
The accompanying financial statements include loss per share
calculated as required by FASB Statement No. 128 Earnings Per Share on a pro-forma
basis as if we were a separate entity from the period April 10, 2000 (commencement of
business) until October 3, 2006 (our date of incorporation). Basic loss per share is
calculated by dividing net loss by the weighted average number of shares of common stock
outstanding. Diluted loss per share include the effects of securities convertible into
common stock, consisting of stock options, to the extent such conversion would be dilutive.
FASB Statement No. 128 prohibits adjusting the denominator of diluted Earnings Per Share
for additional potential common shares when a net loss from continuing operations is
reported. As of September 30, 2007, SentiSearch, Inc. had no such securities outstanding
or exercisable.
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6
|
h.
|
|
Fair Value of Financial Instruments
The carrying value of cash and cash equivalents
and accounts payable and accrued expenses payable approximates fair value because of the
short-term maturity of those instruments.
|
4. Income Taxes
The Company adopted the provisions of FIN 48 on January 1, 2007. The implementation of FIN 48
did not result in any adjustment to the Companys beginning tax positions. The Corporation
continues to fully recognize its tax benefits which are offset by a valuation allowance to the
extent that it is more likely than not that the deferred tax assets will not be realized. As of
January 1, 2007 and September 30, 2007, the Company did not have any unrecognized tax benefits.
5. Recently Issued Accounting Pronouncements
In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, Fair
Value Measurements (SFAS 157). The purpose of SFAS 157 is to provide users of financial
statements with better information about the extent to which fair value is used to measure
recognized assets and liabilities, the inputs used to develop the measurements, and the effect of
certain of the measurements on earnings for the period. SFAS No. 157 also provides guidance on the
definition of fair value, the methods used to measure fair value, and the expanded disclosures
about fair value measurements. This changes the definition of fair value to be the price that
would be received to sell an asset or paid to transfer a liability, and exit price, as opposed to
the price that would be paid to acquire the asset or received to assume the liability, an entry
price. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods with those fiscal years (e.g. January 1, 2008, for calendar
year-end entities.) The Company does not expect the adoption of FAS 157 to have an effect on its
financial statements.
In February, 2007 the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 159 (FAS 159), The Fair Value Option for Financial Assets and Financial
Liabilities, which permits entities to choose to measure many financial instruments and certain
other items at fair value which are not currently required to be measured at fair value. FAS 159
is effective for financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods for those fiscal years. The Company does not expect the adoption of FAS 159 to
have an effect on its financial statements.
7
Item 2. Managements Discussion and Analysis or Plan of Operation
Forward-looking Information
The following discussion should be read in conjunction with our Financial Statements and Notes
thereto, included elsewhere within this report. The Quarterly Report on Form 10-QSB contains
forward-looking statements within the meaning of Section 21E of the Exchange Act, including
statements using terminology such as can, may, believe, designed to, expect, intend to,
plan, anticipate, estimate, potential or continue, or the negative thereof or other
comparable terminology regarding beliefs, plans, expectations or intentions regarding the future.
You should read statements that contain these words carefully because they:
|
|
discuss our future expectations;
|
|
|
|
contain projections of our future results of operations or of our financial condition; and
|
|
|
|
state other forward-looking information.
|
We believe it is important to communicate our expectations. However, forward-looking
statements involve risks and uncertainties and our actual results and the timing of certain events
could differ materially from those discussed in forward-looking statements as a result of certain
factors, including those set forth elsewhere in this Quarterly Report on Form 10-QSB. All
forward-looking statements and risk factors included in this document are made as of the date
hereof, based on information available to us as of the date thereof, and we assume no obligations
to update any forward-looking statement or risk factor, unless we are required to do so by law.
Introduction
SentiSearch, Inc. (SentiSearch or we or us or the Company) is a Delaware corporation
that was incorporated on October 3, 2006. We were previously a wholly-owned subsidiary of Sentigen
Holding Corp. (Sentigen) and were incorporated solely for the purposes of holding the olfaction
intellectual property assets of Sentigen and its subsidiary, Sentigen Biosciences, Inc. (Sentigen
Biosciences). Prior to the merger between Sentigen and Invitrogen Corporation (Invitrogen) that
was consummated on December 1, 2006, Sentigen separated its olfaction intellectual property assets
from the businesses to be acquired by Invitrogen. This separation was accomplished through the
contribution of Sentigens olfaction intellectual property assets to us on October 10, 2006 and the
subsequent spin-off in which Sentigen distributed 100% of its ownership interest in us to its then
stockholders on December 1, 2006. As a result of this spin-off, SentiSearch became a public,
stand-alone company.
The olfaction intellectual property assets that we hold primarily consist of an exclusive
worldwide license issued by The Trustees of Columbia University in the City of New York
(Columbia), as described in more detail herein (the Columbia License), and certain patent
applications titled Nucleic Acids and Proteins of Insect or 83b odorant receptor genes and uses
thereof. The olfaction intellectual property assets are also referred to herein as our olfaction
intellectual property.
The Columbia License provides us with worldwide rights to certain of Columbias patent
applications and other rights in the areas of insect chemosensation and olfaction. The Columbia
License gives us an exclusive license to develop, manufacture, have made, import, use, sell,
distribute, rent or lease (i) any product or service the development, manufacture, use, sale,
distribution, rental or lease of which is covered by a claim of a patent licensed to us under the
Columbia License or (ii) any product or service that involves the know-how, confidential
information and physical materials conveyed by Columbia to us relating to the patents licensed from
Columbia (collectively, the Licensed Products/Services). In addition to certain funding
requirements by Sentigen, all of which were satisfied, in consideration of the Columbia License,
Columbia was issued 75,000 shares of Sentigen common stock and will receive royalties of 1% of the
net sales of any Licensed Products/Services.
In addition to the Columbia License we have certain patent applications relating to nucleic
acids and proteins of insect or 83b odorant receptor genes and their uses. These patent
applications relate to the isolation of a gene that appears to be ubiquitous among insects. This
gene has been identified in various species of insects, including many that have a profound effect
on agricultural production and human health. The identification of this gene, and the protein that
it expresses, may enable the development of high-throughput screening methods to discover compounds
that attract insects to a particular site (and away from one where their presence is undesirable),
or develop materials that are distasteful to the insects sense of smell, thereby making
agricultural products, for example, undesirable to them.
During July 2007, we were issued two patents. One patent was issued directly to us and the
other was issued under the Columbia License. Both of the issued patents cover nucleic acid
molecules which encode insect odorant receptor proteins, including numerous variations on insect
odorant receptor coding sequence. The patents cover any nucleic acid molecule as long as the
protein it encodes contains a short segment of amino acids, linked together.
While we believe our technology capabilities in the olfaction area are substantial, up to this
point, we have incurred substantial operating losses. There were no revenues from operations for
the nine months ended September 30, 2007. Although we
8
have an exclusive license agreement with Columbia, only one patent has been issued under the
License Agreement and we cannot provide any assurance that our additional patent applications will
be successful. We intend to continually review the commercial validity of our olfaction technology
in order to make the appropriate decisions as to the best way to allocate our limited resources.
Critical Accounting Policies and Use of Estimates
The SEC defines critical accounting policies as those that are, in managements view,
important to the portrayal of our financial condition and results of operations and demanding of
managements judgment. Our critical accounting policies include impairment of intangibles.
Our intangible assets consist of license costs of $84,546 as of September 30, 2007 and are the
result of the Columbia License. The value of the Columbia License reflects the closing share price
of Sentigens common stock on April 10, 2000 (the closing date of the Columbia License) multiplied
by the 75,000 shares of Sentigen common stock issued to Columbia University less accumulated
amortization. The value of the license is subject to an amortization period of 10 years. Management
reviews the value of the license for impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be fully recoverable. A review for
impairment was conducted by an outside firm that concluded the fair market value of the olfaction
technology was between $120,000 and $190,000 as of August 2006. The license is considered to be
impaired when the carrying value exceeds the calculation of the undiscounted net future cash
inflows or fair market value. An impairment loss of $122,996 was recognized as amortization expense
in August 2006 by Sentigen. We believe no further impairment loss is necessary as of September 30,
2007.
Off-Balance-Sheet Arrangements
As of September 30, 2007, we did not have any off-balance-sheet arrangements, as defined in
Item 303(c) of Regulation S-B.
Plan of Operation
General
We are a development stage company as defined in Financial Accounting Standard Board (FASB)
Statement No. 7, Accounting and Reporting by Development Stage Enterprises. Our planned principal
operations have not yet commenced and we have no employees. We intend to establish a new business.
We have not generated any revenues from operations and have no assurance of any future revenues.
All losses accumulated since commencement of our business have been considered as part of our
development stage activities.
Prior to the spin-off on December 1, 2006, our business was operated within Sentigen as part
of its broader corporate organization rather than as a stand-alone company. Historically, Sentigen
performed certain corporate functions for us. Our historical financial statements included herein
do not reflect the expense of certain corporate functions we would have needed to perform if we
were not a wholly-owned subsidiary. Following the distribution, Sentigen no longer provides
assistance to us and we are responsible for the additional costs associated with being an
independent public company, including costs related to corporate governance, quoted securities and
investor relations issues. Therefore, you should not make any assumptions regarding our future
performance based on the financial statements.
Our financial statements were prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities. On June 21, 2007, certain of our
officers, directors and significant shareholders loaned us an aggregate of $180,000. See
"-Liquidity and Capital Resources
below
.
We believe that our limited financial resources,
inclusive of this borrowed amount, presently are sufficient to fund operations and capital
requirements for the next twelve months. Additional funding may be received through the sale of
equity or additional loans (including possibly additional loans made to us by Mr. Pagano, our chief
executive officer, and other of our shareholders). We will need substantial amounts of additional
financing to commercialize the research programs undertaken by us, which financing may not be
available on favorable terms, or at all. Our ability to obtain financing and realize revenue
depends upon the status of future business prospects, as well as conditions prevailing in the
capital markets. These factors, among others, raise doubt about our ability to continue as a going
concern should we be unable to realize revenues from our olfaction technology or raise additional
funds in the future.
Plan of Operation over the Next 12 Months
We believe that our olfaction intellectual property may be of value to non-profit and
commercial partners wishing to develop novel, safer and more effective means to control pest
insects through molecular manipulation of insect olfaction and taste. This effort would aim to
identify receptor molecules that control key aspects of insect behavior and discovering compounds
that block or activate the function of these receptors and to identify new compounds that may have
use in agricultural crop protection and insect-borne disease management such as agents that
completely block the insect sense of smell rendering an individual or a field invisible to insects.
Other potential products include new and effective insect repellants and novel potent attractants
for use in insect bait stations and traps.
Our executive officer and board of directors are also seeking opportunities with non-profit
agencies and with potential commercial partners to leverage our olfaction intellectual property for
the development of control agents for biting insects, in
9
particular, insect vectors of malaria and other diseases.
Product Research and Development
We currently do not have any research and development grant applications outstanding nor can
we predict whether we will receive any research and development grants during the next twelve
months. We are unable at this time to predict a level of spending, if any, for product research and
development activities during the next twelve months, all of which will be dependent upon the
implementation of our business plan.
Acquisition of Plant and Equipment and Other Assets
We do not anticipate the purchase or sale of any material property, plant or equipment during
the next twelve months.
Number of Employees
We currently have no employees. In the event we are able to commercialize our research and
development activities or prospects for doing so appear significant, we would expect at that time
to hire employees. There is no guarantee that we will be successful in raising the funds required
or generating revenues sufficient to fund the projected hiring of employees. As we continue to
expand, we will incur additional costs for personnel.
Liquidity and Capital Resources
We have incurred operating losses since inception. As of September 30, 2007, we had $78,637 in
cash and cash equivalents, compared to $67,893 at December 31, 2006. Our working capital at
September 30, 2007 was $40,077, compared to working capital of $28,683 at December 31, 2006. Net
cash used in operating activities for the nine months ended September 30, 2007 was $169,256 as
compared to $0 for the nine months ended September 30, 2006.
On June 21, 2007, we entered into a demand promissory note in favor of each of Mr. Frederick
R. Adler, Mr. Joseph K. Pagano, D.H. Blair Investment Banking Corp. and Mr. Samuel A. Rozzi
(together, the Lenders), providing for loans to us in the principal amount of $50,000, $50,000,
$50,000 and $30,000, respectively, for an aggregate amount of $180,000. The promissory notes accrue
interest at Citibank N.A.s reported prime rate plus 3%, which is due and payable at the time the
principal amount of each respective promissory note becomes due. The promissory notes have a
maturity date of June 22, 2009. Each Lender may demand the payment of all of the outstanding
principal and interest of his or its respective promissory note at any time prior to the maturity
date. Each of the Lenders is a beneficial owner of 5% or more of our common stock. In addition, Mr.
Pagano is our Chief Executive Officer and the Chairman of the Board of Directors, and Mr. Adler is
a member of the Board of Directors.
As discussed above, we believe that our financial resources presently are sufficient to fund
operations and capital requirements for the next twelve months. We may need additional amounts of
financing, however, to fully realize the possible research programs to be undertaken by us, which
financing may not be available on favorable terms, or at all. It is possible that any such
financing may be dilutive to current stockholders and the terms of any debt financings likely could
contain restrictive covenants limiting our ability to do certain things, including paying
dividends. We intend to continually review the commercial validity of the olfaction technology, in
order to make the appropriate decisions as to the best way to allocate our limited resources.
Inflation
Periods of high inflation could have a material adverse impact on us to the extent that
increased borrowing costs for floating rate debt (if any) may not be offset by increases in cash
flow. At September 30, 2007, we had $180,000 in floating rate debt outstanding. There was no
significant impact on our operations as a result of inflation during the nine-month period ended
September 30, 2007.
Recent Accounting Pronouncements
In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, Fair
Value Measurements (SFAS 157). The purpose of SFAS 157 is to provide users of financial
statements with better information about the extent to which fair value is used to measure
recognized assets and liabilities, the inputs used to develop the measurements, and the effect of
certain of the measurements on earnings for the period. SFAS No. 157 also provides guidance on the
definition of fair value, the methods used to measure fair value, and the expanded disclosures
about fair value measurements. This changes the definition of fair value to be the price that would
be received to sell an asset or paid to transfer a liability, an exit price, as opposed to the
price that would be paid to acquire the asset or received to assume the liability, an entry price.
SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November
15, 2007, and interim periods with those fiscal years (e.g. January 1, 2008, for calendar year-end
entities.) We do not expect the adoption of SFAS 157 will have a material impact on our financial
conditions or results of operations.
Item 3. Controls and Procedures.
As of September 30, 2007, Joseph K. Pagano, who is our Chief Executive Officer, Secretary and
Treasurer, carried out an evaluation of the effectiveness of our disclosure controls and procedures
(as defined by Rule 13a-15(e) or Rule 15d-15(e)of the Exchange Act) thereunder. Based upon that
evaluation, Mr. Pagano concluded that our disclosure controls and procedures were effective, as of
the date of their evaluation, for the purposes of recording, processing, summarizing and timely
reporting material
10
information required to be disclosed in reports filed by us under the Exchange Act.
During the three-months ended September 30, 2007, there were no changes in our internal
control over financial reporting that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
11
PART II- OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
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Exhibit
|
|
Description
|
|
31
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|
Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
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|
32
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
12
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
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|
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SENTISEARCH, INC.
|
|
Date: November 14, 2007
|
/s/ Joseph K. Pagano
|
|
|
Joseph K. Pagano
|
|
|
Chief Executive Officer,
Secretary and Treasurer
|
|
13
EXHIBIT INDEX
|
|
|
Exhibit
|
|
Description
|
|
31
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|
|
32
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
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14
Grafico Azioni SentiSearch (CE) (USOTC:SSRC)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni SentiSearch (CE) (USOTC:SSRC)
Storico
Da Feb 2024 a Feb 2025