UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2010
 
or
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Transition Period from ___________ to __________
 
Commission file number: 000-52320
 
SENTISEARCH, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
20-5655648
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)
     
1217 South Flagler Drive, 3rd Floor
West Palm Beach, FL
 
 
33401
(Address of principal executive office)
 
(Zip Code)
 
(561) 653-3284
(Registrant's telephone number, including area code) 
 
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 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.
Yes   x     No   o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files.)   Yes o       No   o
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o
Accelerated Filer o
   
Non-Accelerated Filer o
(Do not check if a smaller reporting company )
Smaller Reporting Company   x

Indicated by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o    No x

As of August 12, 2010, the Company had outstanding 16,821,787 shares of Common Stock.
 

 
TABLE OF CONTENTS
 SENTISEARCH, INC.
   
Page
 
PART I FINANCIAL INFORMATION
     
ITEM 1 Financial Statements
   
3
 
ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations
   
12
 
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk
   
17
 
ITEM 4 Controls and Procedures
   
17
 
PART II OTHER INFORMATION
       
ITEM 5 Other Information
   
18
 
ITEM 6 Exhibits
   
18
 
SIGNATURES
   
19
 
 
2

 
PART I- FINANCIAL INFORMATION
 
Item 1.  Financial Statements.
 
ASSETS
           
   
June 30,
   
December 31,
 
   
2010
   
2009
 
   
(Unaudited)
       
Current Assets
           
Cash and cash equivalents
  $ 12,549     $ 73,612  
Security deposit
    4,170       4,170  
Prepaid expense
    786       -  
Total Current Assets
    17,505       77,782  
                 
Other Assets
               
License and patent costs
    560,325       553,332  
Less: accumulated amortization
    (560,325 )     (517,410 )
Total Other Assets
    -       35,922  
                 
Total Assets
  $ 17,505     $ 113,704  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
         
Current Liabilities
               
Accounts payable and accrued expenses
  $ 302,040     $ 206,149  
Convertible notes payable - related parties
    -       150,000  
Convertible note payable
    -       50,000  
Notes payable - related parties
    60,000       -  
Note payable
    20,000       -  
Total Current Liabilities
    382,040       406,149  
                 
                 
Stockholders' Deficiency
               
Common stock — $0.0001 par value, 20,000,000 shares authorized,
               
16,821,787 and 12,747,844 shares issued and outstanding, respectively
    1,682       1,275  
Additional paid-in capital
    2,167,870       1,963,415  
Deficit accumulated during development stage
    (2,534,087 )     (2,257,135 )
                 
Total Stockholders' Deficiency
    (364,535 )     (292,445 )
                 
Total Liabilities and Stockholders' Deficiency
  $ 17,505     $ 113,704  

See notes to financial statements.
 
3


SENTISEARCH, INC.
(A Development Stage Company)
 Statements of Operations (Unaudited)

 
   
For the Three months
Ended June 30,
   
For the Six months
 Ended June 30,
   
For the period
April 10, 2000
(Commencement of Business) to
June 30,
 
   
2010
   
2009
   
2010
   
2009
   
2010
 
Revenues
  $ -     $ -     $ -     $ -     $ -  
Direct costs
    -       -       -       -       -  
Income after direct costs
    -       -       -       -       -  
                                         
Operating expenses:
                                       
General and administrative
    93,316       93,095       231,189       194,270       1,955,362  
Amortization of license and
                                       
patent costs
    11,499       21,175       42,915       41,085       560,325  
      104,815       114,270       274,104       235,355       2,515,687  
Other (income) expense:
                                       
Interest income
    (1 )     (104 )     (2 )     (494 )     (2,912 )
Interest and financing expense
    796       -       2,850       -       21,312  
      795       (104 )     2,848       (494 )     18,400  
                                         
Net loss before provision for
                                       
income taxes
    (105,610 )     (114,166 )     (276,952 )     (234,861 )     (2,534,087 )
                                         
Income taxes
    -       -       -       -       -  
                                         
Net loss
  $ (105,610 )   $ (114,166 )   $ (276,952 )   $ (234,861 )   $ (2,534,087 )
                                         
Basic and diluted loss per share
  $ (0.01 )   $ (0.01 )   $ (0.02 )   $ (0.02 )        
                                         
Weighted average shares
                                       
outstanding - basic and dilutive
    16,508,407       12,747,844       14,638,514       12,747,844          

See notes to financial statements.
 
4



SENTISEARCH, INC. (A Development Stage Company)
Statements of Changes in Stockholders' Deficiency
 
     
 
               
Additional
             
     
Common Stock
   
Subscription
   
Paid-in
   
Accumulated
       
     
Shares
   
Amount
   
Receivable
   
Capital
   
Deficit
   
Total
 
                                       
Balance - April 10, 2000 (Commencement of
                                     
Predecessor Business)
      -     $ -     $ -     $ -     $ -     $ -  
Net loss
      -       -       -       -       (47,763 )     (47,763 )
Balance - December 31, 2000
      -       -       -       -       (47,763 )     (47,763 )
Net loss
      -       -       -       -       (63,169 )     (63,169 )
Balance - December 31, 2001
      -       -       -       -       (110,932 )     (110,932 )
Net loss
      -       -       -       -       (65,936 )     (65,936 )
Balance - December 31, 2002
      -       -       -       -       (176,868 )     (176,868 )
Net loss
      -       -       -       -       (77,083 )     (77,083 )
Balance - December 31, 2003
      -       -       -       -       (253,951 )     (253,951 )
Net loss
      -       -       -       -       (109,169 )     (109,169 )
Balance - December 31, 2004
      -       -       -       -       (363,120 )     (363,120 )
Net loss
      -       -       -       -       (60,870 )     (60,870 )
Balance - December 31, 2005
      -       -       -       -       (423,990 )     (423,990 )
Net loss
      -       -       -       -       (320,747 )     (320,747 )
Balance - October 2, 2006
      -       -       -       -       (744,737 )     (744,737 )
Issuance of common stock - October 3, 2006
      7,694,542       769       (769 )     -       -       -  
Additional contribution of capital - October
                                                 
10, 2006
      -       -       769       249,231       -       250,000  
Contribution to capital of License costs and
 
                                               
assumption of liability - October 10, 2006
                                                 
        -       -       -       749,334       -       749,334  
Net loss
      -       -       -       -       (116,822 )     (116,822 )
Balance - December 31, 2006
      7,694,542       769       -       998,565       (861,559 )     137,775  
Stock-based compensation expense
                              1,490       -       1,490  
Net loss
      -       -       -       -       (286,544 )     (286,544 )
Balance - December 31, 2007
      7,694,542       769       -       1,000,055       (1,148,103 )     (147,279 )
Issuance of common stock - June 29, 2008
      5,053,302       506       -       927,194       -       927,700  
Stock-based compensation expense
                              28,542       -       28,542  
Net loss
      -       -       -       -       (642,303 )     (642,303 )
Balance - December 31, 2008
      12,747,844       1,275       -       1,955,791       (1,790,406 )     166,660  
Stock-based compensation expense
                              7,624               7,624  
Net loss
      -       -       -       -       (466,729 )     (466,729 )
Balance - December 31, 2009
      12,747,844       1,275       -       1,963,415       (2,257,135 )     (292,445 )
Issuance of common stock - April 8, 2010
      4,073,943       407       -       203,290               203,697  
Stock-based compensation expense
                                                 
(unaudited)
                              1,165       -       1,165  
Net loss (unaudited)
      -       -       -       -       (276,952 )     (276,952 )
Balance - June 30, 2010 (unaudited)
      16,821,787     $ 1,682     $ -     $ 2,167,870     $ (2,534,087 )   $ (364,535 )

See notes to financial statements.
 
5

 
SENTISEARCH, INC.
 (A Development Stage Company)
Statements of Cash Flows (Unaudited)

   
For the Six months ended June 30
   
For the period
April 10, 2000
(Commencement of Business)
Through
June 30,
 
   
2010
   
2009
   
2010
 
                   
Cash flows from operating activities
                 
Net loss
  $ (276,952 )   $ (234,861 )   $ (2,534,087 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Stock-based compensation expense
    1,165       4,660       38,821  
Amortization
    42,915       41,085       560,325  
                         
Changes in operating assets & liabilities
                       
Increase in security deposit
    -       -       (4,170 )
Increase in prepaid expense
    (786 )     (6,987 )     (786 )
Increase in accounts payable and accrued expenses
    99,588       74,128       622,611  
                         
Net cash used in operating activities
    (134,070 )     (121,975 )     (1,317,286 )
                         
Cash flows from investing activities
                       
Investment in patents
    (6,993 )     (26,097 )     (119,700 )
                         
Net cash used in investing activities
    (6,993 )     (26,097 )     (119,700 )
                         
Cash flows from financing activities
                       
Proceeds of notes payable - related parties
    60,000       -       214,675  
Proceeds of convertible notes payable
    -       -       200,000  
Proceeds of note payable
    20,000       -       20,000  
Proceeds from due to related party
    -       -       106,914  
Proceeds from issuance of common stock, net of offering costs
    -       -       907,946  
                         
Net cash provided by financing activities
    80,000       -       1,449,535  
                         
(Decrease) increase in cash and cash equivalents
    (61,063 )     (148,072 )     12,549  
Cash and cash equivalents — beginning of period
    73,612       198,187       -  
                         
Cash and cash equivalents — end of period
  $ 12,549     $ 50,115     $ 12,549  
                         
                         
                         
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  
                         
Conversion of notes payable and accrued interest to common stock
  $ 203,697     $ -     $ 366,537  
                         
Conversion of due to related party for common stock
  $ -     $ -     $ 106,914  
 
See notes to financial statements.
 
6

 
Notes to Financial Statements
 
1. Organization and Nature of Operations
 
SentiSearch, Inc. (“we,” “our”, “SentiSearch,” and “the Company”) was a wholly-owned subsidiary of Sentigen Holding Corp. (“Sentigen”) until the December 1, 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 and its subsidiaries.
 
On October 10, 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 in the United States. During November 2007, we were issued one patent in Australia and during April 2008, we were issued one patent in Mexico. Three of these patents were issued directly to us and the other patent was issued under the Columbia License. All 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 have been no revenues from operations to date. Although we have an exclusive license agreement with Columbia, only one patent has been issued under the Columbia License 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 June 30, 2010 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 June 30, 2010. Our business was operated within Sentigen, until October 10, 2006, 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 whose planned principal operations have not yet commenced. 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.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has had no revenue and has incurred accumulated net losses during the development stage of $2,534,087 and as of June 30, 2010, has a working capital deficiency of $364,535 and a stockholders' deficit of $364,535. The Company may need substantial amounts of additional financing to commercialize the research programs undertaken, for which financing may not be available on favorable terms, or at all. The Company’s 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 the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management’s plan to locate opportunities with non-profit agencies and/or potential commercial partners, raise additional capital, including from the sale of stock and, ultimately, income from operations. 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.
 
7

 
3. Summary of Significant Accounting Policies  
 
  a. 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-Q and Article 8 of Regulation S-X. 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 June 30, 2010, and the results of operations, changes in stockholders’ equity and cash flows for the six months ended June 30, 2010. The results for the six months ended June 30, 2010 are not necessarily indicative of the results to be expected for any subsequent quarter or the entire fiscal year ending December 31, 2010.
     
   
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 Commission’s (“SEC”) rules and regulations.
 
These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2009 as included in the Company’s report on Form 10-K for the year ended December 31, 2009. There have been no changes in significant accounting policies since December 31, 2009.
 
  b.
Cash and Cash Equivalents – Cash and cash equivalents include liquid investments with maturities of three months or less at the time of purchase.
     
 
c.
Concentration of Credit Risk - Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents.  The Company maintains its cash accounts at high quality financial institutions with balances, at times, in excess of federally insured limits. As of June 30, 2010, the Company had no cash balances in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance limit. Management believes that the financial institutions that hold the Company’s deposits are financially sound and therefore pose minimal credit risk. Recent Federal legislation has made permanent the FDIC deposit insurance limit of $250,000 per depositor .
     
  d. License and Patent 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 applicable accounting standards. 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 had alternative future uses. These costs were capitalized and amortized on a straight-line basis through April 2010 (see Notes 4 and 5).
     
  e. 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.
     
  f. 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.
     
 
g.
Income Taxes –  The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

8

  
    The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. As of June 30, 2010, the Company is unaware of any uncertain tax positions.
     
  h. Loss Per Share – The accompanying financial statements include loss per share calculated as required by accounting standards 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. Accounting standards prohibits adjusting the denominator of diluted earnings per share for additional potential common shares when a net loss from continuing operations is reported. The assumed exercise of common stock equivalents was not utilized for the six months ended June 30, 2010 since the effect would be anti-dilutive. As of June 30, 2010, 675,000 options were outstanding of which 675,000 were exercisable.
     
  i. Fair Value of Financial Instruments –  The Company has adopted the accounting standard for fair value measurements, as it applies to its financial statements. This standard defines fair value, outlines a framework for measuring fair value, and details the required disclosures about fair value measurements.
     
   
Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The standard establishes a hierarchy in determining the fair value of an asset or liability. The fair value hierarchy has three levels of inputs, both observable and unobservable. The standard requires the utilization of the lowest possible level of input to determine fair value. Level 1 inputs include quoted market prices in an active market for identical assets or liabilities. Level 2 inputs are market data, other than Level 1, that are observable either directly or indirectly. Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data. Level 3 inputs are unobservable and corroborated by little or no market data.
 
The carrying value of current assets and liabilities approximates fair value due to the short period of time to maturity. The carrying amount of notes payable approximate their fair value, using Level 3 inputs, as the current interest rate on such instruments approximates current market rates on similar instruments.
     
 
j.
Stock-Based Compensation – Stock-based compensation expense represents share-based payment awards based upon the grant date fair value estimated in accordance with accounting standards. The Company recognizes compensation expense for stock option awards on a straight-line basis over the requisite service period of the award. Stock-based compensation expense is recognized based upon awards ultimately expected to vest, reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
     
   
The expected term of stock options represents the average period the stock options are expected to remain outstanding.  The expected stock price volatility for the Company’s stock options was determined by examining the historical volatilities for industry peers for periods that meet or exceed the expected term of the options, using an average of the historical volatilities of the Company’s industry peers, as the Company did not have sufficient trading history for the Company’s common stock. The Company will continue to analyze the historical stock price volatility and expected term assumption as more historical data for the Company’s common stock becomes available. The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts.
 
The Company accounts for its issuances of stock-based compensation to non-employees for services rendered using the measurement date guidelines enumerated in the accounting standards. Accordingly, the value of any awards that were vested and non forfeitable at their date of issuance were measured based on the fair value of the equity instruments at the date of issuance. The non-vested portion of awards that are subject to the future performance of the counterparty are adjusted at each reporting date to their fair values based upon the then current market value of the Company’s stock and other assumptions that management believes are reasonable. The Company believes that the fair value of the stock options issued to non-employees is more reliably measurable than the fair value of the services rendered. The fair value of the stock options granted was calculated using the Black-Scholes option pricing model. 

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k.
Recently Adopted and Issued Accounting Pronouncements
In February 2010, the Financial Accounting Standards Board (“FASB”) issued an update to ASC 855, “Subsequent Events”. The Codification does not require significant changes regarding recognition or disclosure of subsequent events, but does require evaluation of subsequent events through the date the financial statements are issued.  The update was effective upon issuance.  The adoption did not have a significant impact on our financial statements.  Subsequent events have been evaluated through the time of the filing of our quarterly report on Form 10-Q.
 
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a significant effect on the accompanying financial statements.

4. Exclusive License Agreement
 
On April 10, 2000, Sentigen Biosciences, Inc. (“Sentigen Biosciences”), a wholly-owned subsidiary of Sentigen, entered into the Columbia License.
 
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 or services. The Columbia License had certain minimum funding requirements, all of which have been satisfied.
 
On October 10, 2006, the Company entered into a contribution agreement with Sentigen pursuant to which Sentigen transferred to us all of its olfaction intellectual property, including the Columbia License. On October 17, 2006, Columbia consented to the assignment of the Columbia License from Sentigen Biosciences to SentiSearch subject to certain conditions, all of which have already been satisfied to the extent currently required.
 
The value of the Columbia License is recorded as license costs, net of accumulated amortization on the accompanying balance sheet. The original value of the license costs reflects the closing share price of Sentigen’s common stock on April 10, 2000. The value of the license costs, net of amortization as of June 30, 2010 was $0.
 
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 of the Company’s olfaction technology was performed by Charter Capital Advisers, Inc. in August 2006 which concluded that the estimated range of fair value was $120,000 to $190,000. An impairment loss of $122,996 was recognized as amortization expense in August 2006 as the amount of the excess of the carrying value over the fair market value of the asset.
 
5. Patent Costs

During July 2007, we were issued two patents in the United States. During November 2007, the Company was issued a patent in Australia and during May 2008, the Company was issued a patent in Mexico. One of the U.S. patents and the Australia and Mexico patents, were issued directly to the Company and the other U.S. patent was issued under the Columbia License. All 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.
 
The value of the patent costs, mainly consisting of legal and application fees in the amount of $119,700, is recorded as patent costs, net of accumulated amortization on the accompanying balance sheet. The value of the patent costs, net of amortization as of June 30, 2010 was $0.
 
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6. Share-Based Payments
 
On May 16, 2007, the Company granted options to purchase 50,000 shares of its common stock at an exercise price of $0.18 per share to a director.  The fair value of the underlying common stock at the date of grant was $0.18 per share.  The options vested immediately and have a five year term.  Assumptions related to the estimated fair value of these stock options on their date of grant, which the Company estimated using the Black-Scholes option pricing model, are as follows:  risk-free interest rate of approximately 5%; expected divided yield of 0%; expected option life of two and one-half years; and expected volatility of approximately 17%.  The aggregate grant date fair value of the award amounted to $1,490.
 
On March 27, 2008 and May 14, 2008, the Company granted options to purchase an aggregate of 425,000 and 100,000 shares, respectively, of its common stock to three individuals for consulting services rendered to the Company and a director, respectively, each at an exercise price of $0.19 per share and term of ten years. The terms of the consulting arrangements are for five years. The fair value of the underlying common stock at the date of grant was $0.07 per share. The options granted on March 27, 2008, vest as follows: 158,334 immediately, 133,333 on the first anniversary and 133,333 on the second anniversary. The options granted on May 14, 2008 vested upon stockholder approval to amend the Certificate of Incorporation to increase the number of authorized shares of common stock at the annual stockholder meeting on June 24, 2008, and have a term of ten years unless cancelled earlier upon director's removal or resignation from the board. Assumptions related to the estimated fair value of these stock options on their date of grant, which the Company estimated using the Black-Scholes option pricing model, are as follows: risk-free interest rate of approximately 4%; expected dividend yield of 0%; expected option life of ten years; and expected volatility of approximately 17%. The aggregate grant date fair value of the award amounted to $36,698.
 
On October 20, 2009, the Company granted options to purchase 100,000 shares of its common stock at an exercise price of $0.05 per share to a director.  The fair value of the underlying common stock at the date of grant was $0.03 per share.  The options vested immediately and have a ten year term.  Assumptions related to the estimated fair value of these stock options on their date of grant, which the Company estimated using the Black-Scholes option pricing model, are as follows: risk-free interest rate of approximately 3%; expected divided yield of 0%; expected option life of ten years; and expected volatility of approximately 22%.  The aggregate grant date fair value of the award amounted to $634.
 
The Company recorded $1,165 and $4,660 of compensation expense for the six months ended June 30, 2010 and 2009, respectively, related to these options. Total unamortized compensation expense related to unvested stock options at June 30, 2010 amounted to $0.
 
The following table summarizes information on all common stock purchase option activity for the six months ended June 30, 2010:
 
 
June 30, 2010
 
 
Number
 
Weighted Average Exercise Price
 
           
Outstanding, beginning of  the year
675,000
 
$
0.17
 
Granted
-
   
-
 
           
Outstanding, June 30, 2010
675,000
 
$
0.17
 
           
Exercisable, June 30, 2010
675,000
 
$
0.17
 

 
The number and weighted average exercise prices of all common stock purchase options as of June 30, 2010 are as follows:
 
 
Range of   Exercise Prices
 
Remaining Number Outstanding
 
Weighted Average Contractual Life (Years)
 
Weighted Average Exercise Price
                       
 
$0.05 to $0.19
   
675,000
   
 7.56
 
 $
0.17

 
All options were issued at an option price at least equal to the market price on the date of the grant, in addition, none of the options currently outstanding have any intrinsic value.
 
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The Company issues new shares of common stock upon exercise of stock options.
 
7. Notes Payable
 
During October 2009, the Company issued to each of four individuals $50,000 subordinated convertible promissory notes (the “Notes”) aggregating $200,000. The individuals included the Company’s Chief Executive Officer and Chairman of the Board, another director, one of the Company’s greater than 5% stockholders and an accredited investor. The  $50,000 principal amount of Notes issued to the Chief Executive Officer and Chairman of the Board represented $25,000 of new funds received and a rollover of a $25,000 loan made by him to the Company on September 10, 2009.  The Notes bore interest of 4% per annum and were payable on demand on the earlier of (i) the date on which the Company publicly announced a joint venture or strategic relationship, the execution of a license, or similar agreement with a third-party with respect to the Company’s technology and (ii) the date on which the Company filed with the SEC its annual report on Form 10-K, which includes audited financial statements for the year ended December 31, 2009, such date referred to as the target date.  The holders were entitled to convert the outstanding principal amount of the Notes and accrued and unpaid interest thereon into shares of the Company’s common stock at any time commencing on the fifth trading day immediately following the target date at the conversion price in effect on such date.  The conversion price was the greater of (i) the average of the closing sale price of the Company’s common stock for the five trading days immediately following the target date and (ii) $0.05 per share.
 
The Company was entitled to prepay the Notes on 20 days’ prior written notice to the holders.  The Company has agreed to include the shares of common stock issuable upon conversion of the Notes in any applicable registration statement filed by the Company with the SEC covering its equity securities.
 
On April 8, 2010, pursuant to the terms of the Notes, the conversion price of the Notes was set at $0.05.  Also, on April 8, 2010, each of the holders elected to convert all of the then outstanding principal and interest on such Notes, totaling $203,697, which resulted in the issuance to them of an aggregate of 4,073,943 shares of the Company’s common stock.  The conversion of the Notes resulted in the Notes being satisfied in full.
 
           On April 12, 2010, the Company issued to each of four individuals $20,000 principal amount of promissory notes (a total of $80,000 principal amount). The investors included the Company’s Chief Executive Officer, and Chairman of the Board, a director of the Company who is also a beneficial owner of more than 10% of the Company’s outstanding common stock, another beneficial owner of more than 10% of the Company’s outstanding common stock and one other individual.  These notes bear interest at 4% per annum. Principal and accrued interest on the notes are payable on April 12, 2015; provided, however that the notes become due and payable immediately upon the Company’s consummation of an equity financing resulting in net proceeds to the Company in excess of $2,500,000. Due to the existence of this contingent maturity acceleration feature, the Company has classified these promissory notes as current liabilities on the accompanying balance sheet.
 

8. Commitments and Contingencies
 
The Company entered into a one-year sublease for office space in West Palm Beach, Florida.  The sublease expired in June 2010.  The Company had an option to renew for an additional year, but is currently renting on a month-to-month basis, for approximately $1,390 per month.

 
9. Related Party Transactions
 
Please refer to Notes 6 and 7 regarding related party transactions.
 
10. Subsequent Events                                           
 
On August 12, 2010, Mr. Joseph K. Pagano made an interest free loan to the Company of $20,000 pursuant to a demand promissory note.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking Information

The following discussion should be read in conjunction with our Financial Statements and Notes thereto, included elsewhere within this report. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, 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:
 
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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 or implied by  forward-looking statements as a result of certain factors, including those set forth in our Annual Report on Form 10-K for the year ended December 31, 2009. 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 “our” or the “Company”) is a Delaware corporation that was incorporated on October 3, 2006. We were previously a wholly-owned subsidiary of Sentigen and were incorporated solely for the purposes of holding the olfaction intellectual property assets of Sentigen and its then subsidiary, 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 Sentigen’s 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, we became a public, stand-alone company.
 
The olfaction intellectual property assets that we hold primarily consist of an exclusive worldwide license issued by Columbia, as described in more detail below (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.”  We are currently a development stage company and have a limited operating history. Other than with regard to the development and protection of our intellectual property, our planned principal operations have not commenced. We have not generated any revenues from operations and have no assurance of any future revenues. All losses accumulated since the commencement of our business have been considered as part of our development stage activities.
 
The Columbia License provides us with worldwide rights to certain of Columbia’s 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. 
 
The licenses granted to us under the Columbia License expire on the later of the date of expiration of the last to expire of the licensed patents relating to any Licensed Product/Service or ten years from the first sale of any Licensed Product/Service. 
 
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In addition to the Columbia License, we have certain patents and patent applications relating to nucleic acids and proteins of insect or 83b odorant receptor genes and their uses. These patents and 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. 
 
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 six months ended June 30, 2010. As of June 30, 2010, we held three patents directly with another patent being issued under the Columbia License. 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. 
 
Our Chief 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 particular, insect vectors of malaria and other diseases.
 
  Critical Accounting Policies and Use of Estimates  
 
The Company’s significant accounting policies are described in Note 3 to the Financial Statements.  We believe that all of these involve the application of significant judgment and discretion by management and are therefore “critical” accounting policies.  Several accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates.  By their nature, these judgments are subject to an inherent degree of uncertainty.  We base our estimates and judgments on historical experience, terms of existing contracts, observance of trends in the industry, information provided by outside sources and various other assumptions that we believe to be reasonable under the circumstances.
  
Results of Operations
 
General
 
We are a development stage company. Our planned principal operations have not yet commenced and we have two 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 spin-off, Sentigen no longer provided 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 our financial statements. 
 
Our financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities. Funding for the six months ended June 30, 2010 was provided by (1) a $25,000 loan to us by our Chief Executive Officer and Chairman of the Board in September 2009, referred to as the September loan, (2)  the issuance of an aggregate of $200,000 principal amount of subordinated convertible promissory notes in October 2009 by four individuals, including a rollover of the September loan with our Chief Executive Officer and Chairman of the Board, another member of our Board of Directors and a beneficial owner of more than 5% of our outstanding common stock (all holders elected to convert to shares of the Company’s common stock in April 2010), and (3) the issuance of an aggregate of $80,000 principal amount of promissory notes in April 2010 by four individuals, including our Chief Executive Officer and Chairman of the Board, another member of our Board of Directors who is also a beneficial owner of more than 10% of our outstanding common stock, another beneficial owner of more than 10% of our outstanding common stock and one other individual.
 
  Product Research and Development
 
            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. We currently do not have any research and development grant applications outstanding nor can we predict whether we will receive any research and development funding during the next twelve (12) 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 (12) months, all of which will be dependent upon the implementation of our business plan. Our executive officer and board of directors have and intend to continue to seek 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 particular, insect vectors of malaria and other diseases. 
 
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Operating and Other Expenses
 
For the three months ended June 30, 2010, general and administrative costs were $93,316 compared to $93,095 for the three months ended June 30, 2009.  The comparative increase of $221 during the three months ended June 30, 2010 is primarily due to an increase in professional fees of approximately $6,900, an increase in travel expenses of approximately $2,800, largely offset by a decrease in compensation and employee health insurance expense of approximately $8,000 coupled with a net decrease in other miscellaneous expenses of approximately $1,500.  For the six months ended June 30, 2010, general and administrative costs were $231,189 compared to $194,270 for the six months ended June 30, 2009.  The comparative increase of $36,919 during the six months ended June 30, 2010 is primarily due to an increase in professional fees of approximately $45,800, an increase in travel expenses of approximately $7,900, partially offset by a decrease in compensation and employee health insurance expense of approximately $12,500 coupled with a net decrease in other miscellaneous expenses of approximately $4,300.
   
Amortization expense includes the amortization of our license and patent costs.  For the three months ended June 30, 2010 and 2009, amortization expense was $11,499 and $21,175, respectively, and for the six months ended June 31, 2010 and 2009, amortization expense was $42,915 and $41,085, respectively.  License and patent costs have been fully amortized as of June 30, 2010.  For the period April 10, 2000 (Commencement of Predecessor Business) to June 30, 2010, amortization expense was $560,325.  The original value of the Columbia License of $440,625 reflects the closing share price of Sentigen’s common stock on April 10, 2000. The value of the patent costs of $119,700 mainly consists of legal and application fees.
 
Interest expense reflects the cost of our outstanding debt.  For the three months ended June 30, 2010 and 2009, interest amounted to $796 and $0, respectively, and for the six months ended June 30, 2010 and 2009, interest amounted to $2,850 and $0, respectively.
 
Liquidity and Capital Resources  
 
We have incurred operating losses since inception. As of June 30, 2010, we had $12,549 in cash and cash equivalents, compared to $73,612 at December 31, 2009. At June 30, 2010, we had a working capital deficiency of $364,535, compared to a working capital deficiency of $328,367 at December 31, 2009. Net cash used in operating activities for the six months ended June 30, 2010 was $134,070, compared to $121,975 for the six months ended June 30, 2009, an increase of $12,095. 
 
On September 10, 2009 we borrowed $25,000 from our Chief Executive Officer and Chairman of the Board. This loan bore interest at 6% per annum, and was amended and satisfied in full as described below. 
 
15

 
On October 26, 2009, we issued to each of four individuals $50,000 subordinated convertible promissory notes (an aggregate principal amount of $200,000 of notes). The individuals included our Chief Executive Officer and Chairman of the Board of Directors, another director and one of our greater than 5% stockholders. The $50,000 principal amount of notes issued to the Chief Executive Officer and Chairman of the Board represented $25,000 of new funds received and a rollover of the September loan.  The notes bore interest of 4% per annum and were payable on demand on the earlier of (i) the date on which we publicly announced a joint venture or strategic relationship, the execution of a license, or similar agreement with a third-party with respect to our technology and (ii) the date on which we filed with the SEC our annual report on Form 10-K, which includes audited financial statements for the year ended December 31, 2009. The holders were entitled to convert the outstanding principal amount of the notes and accrued and unpaid interest thereon into shares of our common stock at any time commencing on the fifth trading day immediately following the target date at the conversion price in effect on such date.  The conversion price was the greater of (i) the average of the closing sale price of our common stock for the five trading days immediately following the target date and (ii) $0.05 per share.  
 
On April 8, 2010 the holders of these notes elected to convert these notes into shares of our common stock at a conversion price of $0.05, resulting in the aggregate issuance of 4,073,943 shares of our common stock.  The October 2009 notes were thereby satisfied in full and are no longer outstanding.
 
On April 12, 2010 we issued to each of four individuals $20,000 principal amount of promissory notes, for an aggregate of $80,000 principal amount of notes. The investors included Joseph K. Pagano, the Company’s Chief Executive Officer, Secretary, Treasurer and Chairman of the Board of Directors, Frederick R. Adler, a director of the Company and a beneficial owner of more than 10% of the Company’s outstanding common stock and Samuel A. Rozzi, a beneficial owner of more than 10% of the Company’s outstanding common stock and one other individual.  Principal and accrued interest on the notes are payable on April 12, 2015; provided, however that the notes become due and payable immediately upon our consummation of an equity financing resulting in net proceeds to us in excess of $2,500,000.
 
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 our ability to continue as a going concern should we be unable to realize revenues from our olfaction technology or raise sufficient additional funds in the future.  If we are unable to raise such funds, we may need to cease our operations.  Additionally, if we raise additional funds by issuing equity securities, our then-existing stockholders will likely experience dilution, depending upon the terms and conditions of such financing. 
 
Off-Balance-Sheet Arrangements
 
As of June 30, 2010, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4) of Regulation S-K.
 
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 June 30, 2010, we had $0 in floating rate debt outstanding. There was no significant impact on our operations as a result of inflation during the six-month period ended June 30, 2010.
 
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Recent Accounting Pronouncements  
 
See Note 3 to the financial statements included in Part I, Item 1 of this report.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk.  
 
Not applicable.
 
Item 4. Controls and Procedures.  
    
Disclosure Controls and Procedures
 
As of June 30, 2010, Mr. Joseph K. Pagano, who is our Chief Executive Officer, Secretary and Treasurer (and principal financial officer) evaluated the effectiveness of our "disclosure controls and procedures" as defined in Rules 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 ("Disclosure Controls"). Based upon this evaluation, Mr. Pagano concluded that the Disclosure Controls were effective, as of the date of their evaluation, in reaching a reasonable level of assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that any information relating to us that is required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive/financial officer, to allow timely decisions regarding required disclosure. 
 
Changes in Internal Control Over Financial Reporting
 
During the fiscal quarter ended June 30, 2010, there were no changes in our  "internal  control over financial  reporting" as defined in Rules  13a-15(f) and 15d-15(f) of the Securities  Exchange Act of 1934 (“Internal Control”),  that have  materially affected or are reasonably likely to materially affect our Internal Control.
 
17


PART II- OTHER INFORMATION
 
Item 5. Other Information

On August 12, 2010, Mr. Joseph K. Pagano, our Chief Executive Officer and Chairman of the Board, loaned us $20,000 in a non-interest bearing loan pursuant to a demand promissory note.

Item 6. Exhibits.

Exhibit
 
Description
     
     
10.1
 
Demand Note dated as of August 12, 2010 made by SentiSearch, Inc. in favor of Joseph K. Pagano.
     
31
 
Certification of Chief Executive Officer and principal financial officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934.
     
32
 
Certification of Chief Executive Officer and principal financial officer 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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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.

Date:  August 16, 2010
SENTISEARCH, INC.
   
 
/s/ Joseph K. Pagano
 
Joseph K. Pagano, Chief Executive Officer and
Treasurer (principal executive and financial officer)
 
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EXHIBIT INDEX
 
Exhibit
 
Description
     
     
10.1
 
Demand Note dated as of August 12, 2010 made by SentiSearch, Inc. in favor of Joseph K. Pagano.
     
31
 
Certification of Chief Executive Officer and principal financial officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934.
     
32
 
Certification of 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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