SentiSearch, Inc. - FORM 10-Q - November 15, 2010

Attached files

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EX-32 - SentiSearch, Inc.	v202352_ex32.htm
EX-31 - SentiSearch, Inc.	v202352_ex31.htm
EX-10.7 - SentiSearch, Inc.	v202352_ex10-7.htm
EX-10.1 - SentiSearch, Inc.	v202352_ex10-1.htm
EX-10.4 - SentiSearch, Inc.	v202352_ex10-4.htm
EX-10.5 - SentiSearch, Inc.	v202352_ex10-5.htm
EX-10.8 - SentiSearch, Inc.	v202352_ex10-8.htm
EX-10.6 - SentiSearch, Inc.	v202352_ex10-6.htm
EX-10.3 - SentiSearch, Inc.	v202352_ex10-3.htm
EX-10.2 - SentiSearch, Inc.	v202352_ex10-2.htm

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 September 30, 2010

¨	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 ¨

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 ¨ No ¨

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 ¨	Accelerated Filer ¨

Non-Accelerated Filer ¨ (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 ¨ No x

As of November 11, 2010, the Company had outstanding 16,821,787 shares of Common Stock.

TABLE OF CONTENTS

SENTISEARCH, INC.

FORM 10-Q

	Page
PART I FINANCIAL INFORMATION
ITEM 1 Financial Statements		3
ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk		17
ITEM 4 Controls and Procedures		18
PART II OTHER INFORMATION
ITEM 6 Exhibits		18
SIGNATURES		19

PART I- FINANCIAL INFORMATION

Item 1. Financial Statements.

SENTISEARCH, INC.

Balance Sheets

	September 30,			December 31,
	2010			2009
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	8,303		$	73,612
Account receivable		515,000			-
Security deposit		4,170			4,170
Prepaid expense		975			-
Total Current Assets		528,448			77,782

Other Assets
Account receivable		265,000
License and patent costs		560,325			553,332
Less: accumulated amortization		(560,325	)		(517,410	)
Total Other Assets		265,000			35,922

Total Assets	$	793,448		$	113,704

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities

Accounts payable and accrued expenses	$	457,695		$	206,149
Deferred revenue		390,000			-
Convertible notes payable - related parties		-			150,000
Convertible note payable		-			50,000
Notes payable - related parties		150,000			-
Total Current Liabilities		997,695			406,149

Other Liabiliies
Deferred revenue		373,750			-

Total Liabilities		1,371,445			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		2,373,906			1,963,415
Deficit		(2,953,585	)		(2,257,135	)

Total Stockholders' Deficiency		(577,997	)		(292,445	)

Total Liabilities and Stockholders' Deficiency	$	793,448		$	113,704

See notes to financial statements.

SENTISEARCH, INC.

Statements of Operations (Unaudited)

	For the Three months						For the Nine months
	Ended September 30,						Ended September 30,
	2010			2009			2010			2009

Revenues	$	16,250		$	-		$	16,250		$	-
Direct costs		-			-			-			-
Income after direct costs		16,250			-			16,250			-

Operating expenses:
General and administrative		434,941			93,112			666,130			287,381
Amortization of license and patent costs		-			24,022			42,915			65,108
		434,941			117,134			709,045			352,489
Other (income) expense:
Interest income		-			(2	)		(2	)		(497	)
Interest and financing expense		807			83			3,657			83
		807			81			3,655			(414	)

Net loss before provision for income taxes		(419,498	)		(117,215	)		(696,450	)		(352,075	)

Income taxes		-			-			-			-

Net loss	$	(419,498	)	$	(117,215	)	$	(696,450	)	$	(352,075	)

Basic and diluted loss per share	$	(0.02	)	$	(0.01	)	$	(0.05	)	$	(0.03	)

Weighted average shares outstanding - basic and dilutive		16,821,787			12,747,844			15,374,269			12,747,844

See notes to financial statements.

SENTISEARCH, INC.

Statements of Changes in Stockholders' Deficiency

							Additional
	Common Stock				Subscription		Paid-in		Accumulated
	Shares		Amount		Receivable		Capital		Deficit			Total
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)								207,201		-			207,201
Net loss (unaudited)		-		-		-		-		(696,450	)		(696,450	)
Balance - September 30, 2010 (unaudited)		16,821,787	$	1,682	$	-	$	2,373,906	$	(2,953,585	)	$	(577,998	)

See notes to financial statements.

SENTISEARCH, INC.

Statements of Cash Flows (Unaudited)

	For the
	Nine months ended
	September 30
	2010			2009

Cash flows from operating activities
Net loss	$	(696,450	)	$	(352,075	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		207,201			5,825
Amortization		42,915			65,106
Deferred revenue		(16,250	)		-
Changes in operating assets & liabilities
Increase in account receivable		(780,000	)		-
Increase in prepaid expense		(975	)		-
Increase in accounts payable and accrued expenses		255,243			109,067
Increase in deferred revenue		780,000			-

Net cash used in operating activities		(208,316	)		(172,077	)

Cash flows from investing activities
Investment in patents		(6,993	)		(33,394	)

Net cash used in investing activities		(6,993	)		(33,394	)

Cash flows from financing activities
Proceeds of notes payable - related parties		150,000			25,000

Net cash provided by financing activities		150,000			25,000

(Decrease) in cash and cash equivalents		(65,309	)		(180,471	)
Cash and cash equivalents — beginning of period		73,612			198,187

Cash and cash equivalents — end of period	$	8,303		$	17,716

Non-cash from financing activities:
Conversion of convertible notes payable- related parties, convertible note payable, and related accrued interest to common stock	$	203,697		$	-

See notes to financial statements.

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 were incorporated in the State of Delaware on October 3, 2006 to hold the olfaction intellectual property assets of Sentigen and its subsidiaries. Primarily due to the estimated revenues to be earned under the development agreement, entered into during the current period (see note 6), management has determined that the Company has commenced its planned principal operations and is no longer considered a development stage company as of September 30, 2010.

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.”

We have been issued a total of four patents in the United States. Such patents were issued in July 2007, June 2009, October 2009 and August 2010. During November 2007, we were issued one patent in Australia. During May 2009, we were issued one patent in Mexico. During October 2009, we were issued one patent in Japan and during May 2010 we were issued one patent in Israel. All of the issued patents cover nucleic acid molecules which encode insect odorant receptor proteins, including numerous variations on insect odorant receptor coding sequence and the uses of the nucleic acid molecules. 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. We have generated only $16,250 of revenues from operations to date. Although we have an exclusive license agreement with Columbia, 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, 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 September 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.

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 incurred accumulated net losses during the development stage of $2,953,585 and as of September 30, 2010, has a working capital deficiency of $469,247 and a stockholders' deficit of $577,997. 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 the results of the Project Research and Product Development Agreement (See Note 6), management’s plan to locate additional 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.

3. Summary of Significant Accounting Policies

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 September 30, 2010, and the results of operations, changes in stockholders’ equity and cash flows for the nine months ended September 30, 2010. The results for the nine months ended September 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.

Cash and Cash Equivalents – Cash and cash equivalents include liquid investments with maturities of three months or less at the time of purchase. There are no cash equivalents as of the balance sheet date.

Accounts Receivable - Accounts receivable are recorded at their estimated realizable value after reduction for an allowance for estimated uncollectible accounts. The allowance for uncollectible accounts is determined primarily through specific identification and evaluation of significant past due amounts, supplemented by an estimate applied to the remaining balance, which is based on historical experience. Accounts are deemed past due when payment has not been received within the stated time period. The Company reviews individual past due amounts periodically and writes-off amounts for which all collection efforts are deemed to have been exhausted. At September 30, 2010, no allowance for uncollectible accounts is deemed necessary.

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 September 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.

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).

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.

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.

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.

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 September 30, 2010, the Company is unaware of any uncertain tax positions.

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 nine months ended September 30, 2010 since the effect would be anti-dilutive. As of September 30, 2010, 1,075,000 options were outstanding of which 1,025,000 were exercisable.

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 current 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 rates on such instruments approximates current market rates on similar instruments.

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.

Revenue Recognition - The Securities and Exchange Commission's guidance for revenue recognition requires that certain criteria must be met before revenue can be recognized; persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured.

Revenues from license agreements are recognized over the life of the agreement as they are earned. Any amounts received prior to satisfying our revenue recognition criteria are recorded as deferred revenue in the accompanying consolidated balance sheets.

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.

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 September 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

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 September 30, 2010, was $0.

6. Development Agreement

On August 31, 2010, the Company entered into a Project Research and Product Development Agreement (the "Agreement") with Bayer CropScience AG ("Bayer"), effective September 15, 2010, pursuant to which the Company and Bayer will cooperate in the identification and development of molecules affecting olfaction (the sense of smell) in insects. This approach is designed to exploit advances in neuroscience to safely and effectively prevent crop damage and the spread of human disease by altering insect behavior. This approach may allow for a new level of specificity and efficiency of insect control.

Under the Agreement, the Company will provide to Bayer proprietary technology for screening particular compounds in Bayer's chemical library that may affect the function of insect odorant receptors. Bayer's efforts will be undertaken as part of a collaborative research project (the "Research Project") with investigators at Columbia and Rockefeller Universities in New York. Support for the Research Project is being provided by a grant award to Columbia from the Foundation for the National Institutes of Health (FNIH) through the Grand Challenges in Global Health initiative (the "Initiative") of the Bill & Melinda Gates Foundation. One of the goals of the Initiative is to improve the control of insects that affect human health, with the ultimate goal of eradication of malaria, Dengue fever and other insect borne diseases in the developing world.

Bayer will determine whether to develop further, for crop control applications, compounds identified in the course of the Research Project.

In connection with the Agreement, the Company has granted to Bayer certain exclusive rights to use its proprietary technology in the field of use of the Agreement (any use against invertebrate animals other than the prevention, diagnosis or treatment of human health conditions). Bayer will provide the Company with the opportunity to acquire a license in the field of use to further develop compounds identified by Bayer in the course of the Research Project, which Bayer determines not to further develop itself. Bayer has also granted the Company an exclusive option, that expires five years from the end of the Project Term, as that term is defined below, to negotiate and execute a license from Bayer with respect to compounds identified by Bayer in the course of the Research Project, for use outside the field of use and outside the field of agriculture.

As part of the Agreement, Bayer has paid to the Company an upfront $500,000 license fee and has agreed to pay to the Company additional amounts upon achieving certain milestones and royalties on any net sales of products developed pursuant to the project. Consistent with the global access policy of the Initiative and the award agreement to Columbia University from FNIH, the Agreement also provides for certain guidelines with respect to distribution and pricing of products for those most in need in disease endemic countries.

Total contractual payments, including the aforementioned upfront fee, relating to the exclusive license granted to Bayer totaling $780,000 will be recognized as licensing fee revenue, pro-rata over the expected 2 year Project Term of the Agreement during which the Research Project will be undertaken (the "Project Term"), through September 15, 2012. The $500,000 upfront license fee payment, collected in October 2010, is included as Account Receivable on the September 30, 2010 Balance Sheet, with an offset to Deferred Revenue. License fee revenue of $16,250 was generated during the three months ended September 30, 2010.

7. 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 fair value of the underlying common stock at the date of grant was $0.07 per share. The options granted on March 27, 2008, vested 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. Of these options, 400,000 of them have been cancelled pursuant to the mutual agreement of the Company and two of its consultants, Dr. Axel and Dr. Vosshall, as discussed below. Dr. Axel and Dr. Vosshall will remain unpaid consultants to the Company.

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.

As of August 30, 2010, the Company and two of its consultants agreed to cancel all options issued to such individuals totaling 400,000 shares previously issued in March 2008.

On September 8, 2010, the Company adopted the 2010 Stock Incentive Plan ("2010 Plan"). A total of 2,000,000 shares of common stock are eligible for issuance under the 2010 Plan. On that date, the Company granted under the 2010 Plan 500,000 stock options to an officer with an exercise price of $0.28 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 2%; expected divided yield of 0%; expected option life of five years; and expected volatility of approximately 190%. The aggregate grant date fair value of the award amounted to $135,450. In addition, the Company granted 250,000 stock options to two of its directors with an exercise price of $0.28 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 190%. The aggregate grant date fair value of the award amounted to $69,850.

On September 8, 2010, the Company also granted 50,000 stock options to an employee with an exercise price of $0.28 per share. The options vest 50% on each of July 1, 2011 and July 1, 2012 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 2%; expected divided yield of 0%; expected option life of approximately six years; and expected volatility of approximately 190%. The aggregate grant date fair value of the award amounted to $13,700.

The Company recorded $207,201 and $5,825 of compensation expense for the nine months ended September 30, 2010 and 2009, respectively, related to these options. Total unamortized compensation expense related to unvested stock options at September 30, 2010 amounted to $12,964.

The following table summarizes information on all common stock purchase option activity for the nine months ended September 30, 2010:

	September 30, 2010
	Number			Weighted Average Exercise Price
Outstanding, beginning of the year		675,000		$	0.17
Granted		800,000			0.28
Cancelled		(400,000	)		0.19

Outstanding, September 30, 2010		1,075,000		$	0.24

Exercisable, September 30, 2010		1,025,000		$	0.24

The number and weighted average exercise prices of all common stock purchase options as of September 30, 2010 are as follows:

Range of Exercise Prices	Remaining Number Outstanding		Weighted Average Contractual Life (Years)		Weighted Average Exercise Price

$0.05 to $0.28		1,075,000		9.44	$	0.24

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.

The Company issues new shares of common stock upon exercise of stock options.

8. Notes Payable

During October 2009, the Company issued to each of four individuals $50,000 subordinated convertible promissory notes (the “October 2009 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 October 2009 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 October 2009 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 included 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 October 2009 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 October 2009 Notes on 20 days’ prior written notice to the holders. The Company had agreed to include the shares of common stock issuable upon conversion of the October 2009 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 October 2009 Notes, the conversion price of the October 2009 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 October 2009 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 October 2009 Notes resulted in the October 2009 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 “April 2010 Notes”). 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 of the Company’s greater than 5% stockholders. These April 2010 Notes bear interest at 4% per annum. Principal and accrued interest on the April 2010 Notes are payable on April 12, 2015; provided, however that the April 2010 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 the April 2010 Notes as current liabilities on the accompanying balance sheet.

On August 12, 2010, the Company's Chief Executive Officer made an interest free loan to the Company in the amount of $20,000 pursuant to a demand promissory note.

On September 7, 2010, the Company borrowed a total of $50,000 ($25,000 each) from a director of the Company who is also a beneficial owner of more than 10% of the Company's outstanding common stock and one of the Company’s greater than 10% stockholders. These loans were made pursuant to a demand promissory note and are non-interest bearing.

9. Commitments and Contingencies

The Company entered into a one-year sublease for office space in West Palm Beach, Florida. The sublease expired on 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.

10. Related Party Transactions

Please refer to Notes 7 and 8 regarding related party transactions.

11. Subsequent Events

During October 2010, the Company received payment of the upfront $500,000 license fee, included in account receivable at September 30, 2010.

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:

·	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.”

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.

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. As of September 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.

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

During the current quarter, we commenced our principal operations and generated revenue when we entered into a Product Development Agreement with Bayer CropScience AG. (“Bayer”) (see below)

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.

Project Research and Product 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.

On August 31, 2010, we entered into a Project Research and Product Development Agreement, referred to as the Development Agreement, with Bayer CropScience AG, referred to as Bayer, effective September 15, 2010, pursuant to which we and Bayer will cooperate in the identification and development of molecules affecting olfaction (the sense of smell) in insects. This approach is designed to exploit advances in neuroscience to safely and effectively prevent crop damage and the spread of human disease by altering insect behavior. This approach may allow for a new level of specificity and efficiency of insect control.

Under the Development Agreement, we will provide to Bayer proprietary technology for screening particular compounds in Bayer's chemical library that may affect the function of insect odorant receptors. Bayer's efforts will be undertaken as part of a collaborative research project, referred to as the Research Project, with investigators at Columbia and Rockefeller Universities in New York. Support for the Research Project is being provided by a grant award to Columbia from the Foundation for the National Institutes of Health (FNIH) through the Grand Challenges in Global Health initiative, referred to as the Initiative, of the Bill & Melinda Gates Foundation. One of the goals of the Initiative is to improve the control of insects that affect human health, with the ultimate goal of eradication of malaria, Dengue fever and other insect borne diseases in the developing world.

Bayer will determine whether to develop further, for crop control applications, compounds identified in the course of the Research Project.

In connection with the Development Agreement, we have granted to Bayer certain exclusive rights to use its proprietary technology in the field of use of the Development Agreement (any use against invertebrate animals other than the prevention, diagnosis or treatment of human health conditions). Bayer will provide us with the opportunity to acquire a license in the field of use to further develop compounds identified by Bayer in the course of the Research Project, which Bayer determines not to further develop itself. Bayer has also granted to us an exclusive option, that expires five years from the end of the Project Term, as that term is defined below, to negotiate and execute a license from Bayer with respect to compounds identified by Bayer in the course of the Research Project, for use outside the field of use and outside the field of agriculture.

As part of the Development Agreement, Bayer has paid to us an upfront $500,000 license fee and has agreed to pay us additional amounts upon achieving certain milestones and royalties on any net sales of products developed pursuant to the project. Consistent with the global access policy of the Initiative and the award agreement to Columbia University from FNIH, the Development Agreement also provides for certain guidelines with respect to distribution and pricing of products for those most in need in disease endemic countries.

Total contractual payments, including the aforementioned upfront license fee, relating to the exclusive license granted to Bayer totaling $780,000 will be recognized as licensing fee revenue pro-rata over the expected 2 year Project Term of the Development Agreement during which the Research Project will be undertaken (the "Project Term"), through September 15, 2012. The $500,000 upfront license fee payment, collected in October 2010, is included as Account Receivable on the September 30, 2010 Balance Sheet, with an offset to Deferred Revenue. License fee revenue of $16,250 was generated during the three months ended September 30, 2010.

Operating and Other Expenses

For the three months ended September 30, 2010, general and administrative costs were $434,941 compared to $93,112 for the three months ended September 30, 2009. The comparative increase of $341,829 during the three months ended September 30, 2010 is primarily due to an increase in stock based compensation expense of approximately $205,000, an increase in professional fees of approximately $143,000, an increase in travel expenses of approximately $1,400, largely offset by a decrease in compensation and employee health insurance expense of approximately $6,600 coupled with a net decrease in other miscellaneous expenses of approximately $1,000.

For the nine months ended September 30, 2010, general and administrative costs were $666,130 compared to $287,381 for the nine months ended September 30, 2009. The comparative increase of $378,749 during the nine months ended September 30, 2010 is primarily due to an increase in stock based compensation expense of approximately $201,000, an increase in professional fees of approximately $188,000, an increase in travel expenses of approximately $9,000, partially offset by a decrease in compensation and employee health insurance expense of approximately $18,000 coupled with a net decrease in other miscellaneous expenses of approximately $1,000. The increase in professional fees and miscellaneous expenses for the period ended September 30, 2010, was related in part to the execution of the Development Agreement.

Amortization expense includes the amortization of our license and patent costs. For the three months ended September 30, 2010 and 2009, amortization expense was $0 and $24,022, respectively, and for the nine months ended September 30, 2010 and 2009, amortization expense was $42,915 and $65,108, respectively. License and patent costs have been fully amortized as of September 30, 2010. 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 capitalized value of the patent costs of $119,700 mainly consists of legal and application fees.

Interest and financing expenses reflect the cost of our outstanding debt. For the three months ended September 30, 2010 and 2009, interest and financing expenses amounted to $807 and $83, respectively, and for the nine months ended September 30, 2010 and 2009, interest amounted to $3,657 and $83, respectively.

Liquidity and Capital Resources

Our financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities. We have incurred operating losses since inception. As of September 30, 2010, we had $8,303 in cash and cash equivalents, compared to $73,612 at December 31, 2009. At September 30, 2010, we had a working capital deficiency of $469,247, compared to a working capital deficiency of $328,367 at December 31, 2009. Net cash used in operating activities for the nine months ended September 30, 2010 was $208,316, compared to $172,077 for the nine months ended September 30, 2009, an increase of $36,239.

On September 10, 2009 we borrowed $25,000 from our Chief Executive Officer and Chairman of the Board, referred to as the September 2009 loan. The September 2009 loan bore interest at 6% per annum, and was amended and satisfied in full as described below.

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), referred to as the October 2009 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 and an accredited investor. The $50,000 principal amount of October 2009 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 2009 loan. The October 2009 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 included 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 the October 2009 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 these notes are payable on April 12, 2015; provided, however that these 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.

On August 12, 2010, we issued a demand, non-interest bearing note in favor of Mr. Pagano in the amount of $20,000.

On September 7, 2010, we issued demand, non-interest bearing notes in favor of each of Messrs. Adler and Rozzi, each in the amount of $25,000, for an aggregate of $50,000.

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 September 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 September 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 nine-month period ended September 30, 2010.

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 September 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 September 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.

PART II- OTHER INFORMATION

Item 6. Exhibits.

Exhibit		Description

10.1		Demand Note dated as of August 12, 2010 made by SentiSearch, Inc. in favor of Frederick R. Adler.

10.2		Demand Note dated as of September 7, 2010 made by SentiSearch, Inc. in favor of Samuel A. Rozzi.

10.3		2010 Stock Incentive Plan.

10.4		Incentive Stock Option Agreement dated as of September 8, 2010 between Joseph K. Pagano and SentiSearch, Inc.

10.5		Non-Qualified Stock Option Agreement dated as of September 8, 2010 between Joseph K. Pagano and SentiSearch, Inc.

10.6		Non-Qualified Stock Option Agreement dated as of September 8, 2010 between Erik Lundh and SentiSearch, Inc.

10.7		Non-Qualified Stock Option Agreement dated as of September 8, 2010 between Frederick Adler and SentiSearch, Inc.

10.8		Project Research and Product Development Agreement dated as of September 15, 2010 by and between Bayer CropScience AG and SentiSearch, Inc.*

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.

*Portions of this exhibit have been omitted pursuant to a Request for Confidential Treatment and filed separately with the Securities and Exchange Commission. Such portions are designated “[***]”.

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: November 15, 2010	SENTISEARCH, INC.

	/s/ Joseph K. Pagano
	Joseph K. Pagano, Chief Executive Officer and Treasurer (principal executive and financial officer)

EXHIBIT INDEX

Exhibit		Description

10.1		Demand Note dated as of August 12, 2010 made by SentiSearch, Inc. in favor of Frederick R. Adler.

10.2		Demand Note dated as of September 7, 2010 made by SentiSearch, Inc. in favor of Samuel A. Rozzi.

10.3		2010 Stock Incentive Plan.

10.4		Incentive Stock Option Agreement dated as of September 8, 2010 between Joseph K. Pagano and SentiSearch, Inc.

10.5		Non-Qualified Stock Option Agreement dated as of September 8, 2010 between Joseph K. Pagano and SentiSearch, Inc.

10.6		Non-Qualified Stock Option Agreement dated as of September 8, 2010 between Erik Lundh and SentiSearch, Inc.

10.7		Non-Qualified Stock Option Agreement dated as of September 8, 2010 between Frederick Adler and SentiSearch, Inc.

10.8		Project Research and Product Development Agreement dated as of September 15, 2010 by and between Bayer CropScience AG and SentiSearch, Inc.

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.

SentiSearch, Inc. - FORM 10-Q - November 15, 2010

Attached files

SentiSearch, Inc. Reports