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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the period ended June 30, 2004



OR



| ̈ | 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 000-25315



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S WIND-UP CORPORATION

(Exact name of Registrant as specified in its Charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 94-3225290                             
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification Number)



P.O. BOX BD

LOS ALTOS, CA 94023

(Address of Principal Executive Offices including Zip Code)



(650) 599-5846

(Registrants Telephone Number, Including Area Code)



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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 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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x



As of August 1, 2004, Registrant had 47,109,843 shares of common stock issued
and outstanding.



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##### Table of Contents

S WIND-UP CORPORATION



QUARTERLY
REPORT ON FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2004



TABLE OF CONTENTS



|                              |  |                                                                                                                 |  |         
|----------------------------- |  | --------------------------------------------------------------------------------------------------------------- |  | --------
|                              |  |                                                                                                                 |  | Page No.
|                              | 
|PART I. FINANCIAL INFORMATION |  |                                                                                                                
|                              |  |                                                                                                                
|Item 1.                       |  | Financial Statements:                                                                                           |  |         
|                              |  |                                                                                                                
|                              |  | Statement of Net Assets in Liquidation, June 30, 2004 (unaudited) and December 31, 2003                         |  | 3       
|                              |  |                                                                                                                
|                              |  | Statement of Changes in Net Assets in Liquidation, for the three and six months ended June 30, 2004 (unaudited) |  | 4       
|                              |  |                                                                                                                
|                              |  | Consolidated Statements of Operations, for the three and six months ended June 30, 2003 (unaudited)             |  | 5       
|                              |  |                                                                                                                
|                              |  | Consolidated Statements of Cash Flows for the six months ended June 30, 2003                                    |  | 6       
|                              |  |                                                                                                                
|                              |  | Notes to Consolidated Financial Statements (unaudited)                                                          |  | 7       
|                              |  |                                                                                                                
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                           |  | 10      
|                              |  |                                                                                                                
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                      |  | 12      
|                              |  |                                                                                                                
|Item 4.                       |  | Controls and Procedures                                                                                         |  | 12      
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                                
|                              |  |                                                                                                                
|Item 1.                       |  | Legal Proceedings                                                                                               |  | 13      
|                              |  |                                                                                                                
|Item 2.                       |  | Use of Proceeds                                                                                                 |  | 13      
|                              |  |                                                                                                                
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                                |  | 13      
|                              |  |                                                                                                                
|                              |  | SIGNATURES                                                                                                      |  | 14      
|                              |  |                                                                                                                
|                              |  | CERTIFICATIONS                                                                                                  |  | 15      



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PART I. FINANCIAL INFORMATION



Item 1.Financial Statements



S WIND-UP CORPORATION



STATEMENT
OF NET ASSETS IN LIQUIDATION

(In thousands)



|                                         |  |               |       |                   |   |      
|---------------------------------------- |  | ------------- | ----- | ----------------- | - | -----
|                                         |  | June 30, 2004 |       | December 31, 2003
|                                         |  | (unaudited)   |       |                  
|ASSETS                                   |  |               |       |                   |   |      
|Cash and cash equivalents                |  | $             | 965   |                   | $ | 6,065
|Accounts receivable                      |  |               |      |                   |   | 34   
|Amount due from shareholder              |  |               | 100   |                   |   |     
|Amount due from Group 1 Software, Inc.   |  |               | 281   |                   |   | 1,635
|Other assets                             |  |               | 5     |                   |   | 33   
|                                         |  |               |       |                   |   |      
|Total assets                             |  | $             | 1,351 |                   | $ | 7,767
|                                         |  |               |       |                   |   |      
|LIABILITIES                              |  |               |       |                   |   |      
|Accounts payable and accrued liabilities |  | $             |      |                   | $ | 1,147
|Accrued costs of liquidation             |  |               | 306   |                   |   | 1,280
|Commitments and contingencies            |  |               |      |                   |   |     
|                                         |  |               |       |                   |   |      
|Total liabilities                        |  |               | 306   |                   |   | 2,427
|                                         |  |               |       |                   |   |      
|Net assets in liquidation                |  | $             | 1,045 |                   | $ | 5,340
|                                         |  |               |       |                   |   |      



The accompanying notes
are an integral part of these unaudited condensed consolidated financial statements.



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S WIND-UP CORPORATION



UNAUDITED
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION

(In thousands)



|                                                      |  |                                  |        |   |                                |   |        |  
|----------------------------------------------------- |  | -------------------------------- | ------ | - | ------------------------------ | - | ------ | -
|                                                      |  | Three months ended June 30, 2004 |        |   | Six months ended June 30, 2004 |  
|Net increase (decrease) in net assets in liquidation: |  |                                  |        |   |                                |   |        |  
|Interest income                                       |  | $                                | 4      |   |                                | $ | 18     |  
|Refunds of utility and state tax payments             |  |                                  | 5      |   |                                |   | 17     |  
|Amount due from shareholder                           |  |                                  |       |   |                                |   | 100    |  
|Amount due from Group 1                               |  |                                  | 281    |   |                                |   | 281    |  
|Initial distribution to stockholders                  |  |                                  | (4,711 | ) |                                |   | (4,711 | )
|                                                      |  |                                  |        |   |                                |   |        |  
|Net decrease in net assets in liquidation             |  |                                  | (4,421 | ) |                                |   | (4,295 | )
|Net assets in liquidation, beginning of period        |  |                                  | 5,466  |   |                                |   | 5,340  |  
|                                                      |  |                                  |        |   |                                |   |        |  
|Net assets in liquidation, June 30, 2004              |  | $                                | 1,045  |   |                                | $ | 1,045  |  



The accompanying notes
are an integral part of these unaudited condensed consolidated financial statements.



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S WIND-UP CORPORATION



UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except per share data)



|                                                              |  |                                  |        |   |                                |   |        |  
|------------------------------------------------------------- |  | -------------------------------- | ------ | - | ------------------------------ | - | ------ | -
|                                                              |  | Three Months Ended June 30, 2003 |        |   | Six Months Ended June 30, 2003 |  
|Revenue:                                                      |  |                                  |        |   |                                |   |        |  
|License                                                       |  | $                                | 4,022  |   |                                | $ | 7,880  |  
|Service                                                       |  |                                  | 3,556  |   |                                |   | 7,119  |  
|                                                              |  |                                  |        |   |                                |   |        |  
|Total revenue                                                 |  |                                  | 7,578  |   |                                |   | 14,999 |  
|                                                              |  |                                  |        |   |                                |   |        |  
|Cost of revenue:                                              |  |                                  |        |   |                                |   |        |  
|License                                                       |  |                                  | 584    |   |                                |   | 1,055  |  
|Service                                                       |  |                                  | 1,425  |   |                                |   | 2,882  |  
|Impairment of licensed technology                             |  |                                  |       |   |                                |   |       |  
|                                                              |  |                                  |        |   |                                |   |        |  
|Total cost of revenue                                         |  |                                  | 2,009  |   |                                |   | 3,937  |  
|                                                              |  |                                  |        |   |                                |   |        |  
|Gross profit                                                  |  |                                  | 5,569  |   |                                |   | 11,062 |  
|Operating expenses:                                           |  |                                  |        |   |                                |   |        |  
|Sales and marketing                                           |  |                                  | 3,927  |   |                                |   | 7,938  |  
|Research and development                                      |  |                                  | 2,278  |   |                                |   | 4,480  |  
|General and administrative                                    |  |                                  | 1,076  |   |                                |   | 2,291  |  
|Stock-based compensation                                      |  |                                  |       |   |                                |   |       |  
|Restructuring costs (credits)                                 |  |                                  |       |   |                                |   | (5     | )
|                                                              |  |                                  |        |   |                                |   |        |  
|Total operating expenses                                      |  |                                  | 7,281  |   |                                |   | 14,704 |  
|                                                              |  |                                  |        |   |                                |   |        |  
|Loss from operations                                          |  |                                  | (1,712 | ) |                                |   | (3,642 | )
|Interest income (expense), net                                |  |                                  | (166   | ) |                                |   | (2,790 | )
|Other income (expense), net                                   |  |                                  | (30    | ) |                                |   | 68     |  
|                                                              |  |                                  |        |   |                                |   |        |  
|Net loss before income taxes                                  |  |                                  | (1,908 | ) |                                |   | (6,364 | )
|Provision for income taxes                                    |  |                                  | 160    |   |                                |   | 331    |  
|                                                              |  |                                  |        |   |                                |   |        |  
|Net loss                                                      |  | $                                | (2,068 | ) |                                | $ | (6,695 | )
|                                                              |  |                                  |        |   |                                |   |        |  
|Basic and diluted net loss per share                          |  | $                                | (0.04  | ) |                                | $ | (0.14  | )
|                                                              |  |                                  |        |   |                                |   |        |  
|Shares used in computing basic and diluted net loss per share |  |                                  | 46,684 |   |                                |   | 46,554 |  



The accompanying notes
are an integral part of these unaudited condensed consolidated financial statements.



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S WIND-UP CORPORATION



UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)



|                                                                            |  |                                |        |  
|--------------------------------------------------------------------------- |  | ------------------------------ | ------ | -
|                                                                            |  | Six Months Ended June 30, 2003 |       
|Cash flows from operations:                                                 |  |                                |        |  
|Net loss                                                                    |  | $                              | (6,695 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                |        |  
|Depreciation and amortization                                               |  |                                | 1,410  |  
|Amortization of warrant cost                                                |  |                                | 1,715  |  
|Accrued interest on short-term loan                                         |  |                                | 143    |  
|Asset impairments                                                           |  |                                |       |  
|Restructuring costs                                                         |  |                                | (5     | )
|Net loss on disposal of property and equipment                              |  |                                |       |  
|Gain from sale and collection of officer and shareholder notes              |  |                                | (562   | )
|Stock-based compensation                                                    |  |                                |       |  
|Minority interest in earnings of subsidiary                                 |  |                                | (131   | )
|Changes in operating assets and liabilities:                                |  |                                |        |  
|Accounts receivable                                                         |  |                                | (496   | )
|Other current assets                                                        |  |                                | 1,096  |  
|Other assets                                                                |  |                                | 379    |  
|Accounts payable                                                            |  |                                | (267   | )
|Accrued liabilities                                                         |  |                                | (1,610 | )
|Deferred revenue                                                            |  |                                | 252    |  
|Other long-term liabilities                                                 |  |                                | (51    | )
|                                                                            |  |                                |        |  
|Net cash used in operating activities                                       |  |                                | (4,822 | )
|                                                                            |  |                                |        |  
|Cash flows from investing activities:                                       |  |                                |        |  
|Purchase of property and equipment                                          |  |                                | (22    | )
|Proceeds from the sale and collection of officer and shareholder notes      |  |                                | 1,435  |  
|Purchase of minority interest                                               |  |                                | (300   | )
|                                                                            |  |                                |        |  
|Net cash provided by investing activities                                   |  |                                | 1,113  |  
|                                                                            |  |                                |        |  
|Cash flows from financing activities:                                       |  |                                |        |  
|Payments of principal under capital lease obligations                       |  |                                | (1,328 | )
|Restricted cash                                                             |  |                                | 775    |  
|Proceeds from short-term debt                                               |  |                                | 7,000  |  
|Payments of short-term debt                                                 |  |                                | (7,143 | )
|Repurchase of warrant                                                       |  |                                | (500   | )
|Proceeds from exercise of stock options and warrants                        |  |                                | 69     |  
|                                                                            |  |                                |        |  
|Net cash used in financing activities                                       |  |                                | (1,127 | )
|                                                                            |  |                                |        |  
|Effect of exchange rate changes                                             |  |                                | (45    | )
|                                                                            |  |                                |        |  
|Net decrease in cash and cash equivalents                                   |  |                                | (4,881 | )
|                                                                            |  |                                |        |  
|Cash and cash equivalents, beginning of the period                          |  |                                | 9,711  |  
|                                                                            |  |                                |        |  
|Cash and cash equivalents, end of the period                                |  | $                              | 4,830  |  
|                                                                            |  |                                |        |  
|Supplemental disclosure of cash flow information:                           |  |                                |        |  
|Cash payments for interest                                                  |  | $                              | 238    |  
|Cash payments for taxes                                                     |  | $                              | 201    |  
|Supplemental disclosure of non-cash investing and financing activity:       |  |                                |        |  
|Equipment acquired under capital leases                                     |  | $                              | 11     |  



The accompanying notes
are an integral part of these unaudited condensed consolidated financial statements.



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S WIND-UP CORPORATION



NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands, except where noted)



References in this quarterly report to S Wind-up, we, our and us refer to S Wind-up Corporation and its subsidiaries, unless the context otherwise requires.



NOTE 1. SALE OF SUBSTANTIALLY ALL ASSETS, ACCOUNTING BASIS AND SUMMARY OF SIGNIFICANT
ACCOUNTING BASIS POLICIES



Liquidation Basis of
Accounting and Sale of Substantially all Assets



The
accompanying consolidated financial statements of S Wind-up Corporation (formerly Sagent Technology, Inc.) have been prepared without audit (except for the balance sheet information as of December 31, 2003, which is derived from our audited
financial statements). Certain information and note disclosures normally included in financial statements have been omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in our
Annual Report on Form 10-K for the year ended December 31, 2003.



We have made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with accounting principles
generally accepted in the United States of America. Significant assumptions inherent in the preparation of the accompanying financial statements include, but are not limited to, accrued costs of liquidation and commitments and contingencies. Actual
results could differ from those estimates.



On April 15, 2003,
we entered into a definitive asset purchase agreement (the Asset Purchase Agreement) to sell substantially all of our assets to Group 1 Software, Inc. (Group 1).



On October 1, 2003, the asset sale contemplated by the Asset Purchase Agreement was consummated.



Effective with the closing, we received $13.0 million in the form of $5.6
million in cash and the assumption of $7.4 million in secured loans and accrued interest payable to Group 1 under a bridge loan. Under the terms of the Asset Purchase Agreement, we retained approximate $1.5 million in cash, certain other assets and
liabilities for outstanding litigation and approximately $1.2 million of accrued compensation payable to key officers. In addition, pursuant to the terms of the Asset Purchase Agreement, Group 1 withheld $4.0 million of the purchase price pending
final resolution of the net book value of assets and liabilities acquired and appropriate indemnification claims (the purchase price adjustment), which was finalized at $2.0 million, resulting in an adjusted purchase price of $15.0
million. On March 10, 2004, we received $1.6 million of the final $2.0 million of cash proceeds; the remaining $0.4 million in cash was being withheld for potential contingency claims. On July 4, 2004, we received $0.3 million as final payment from
Group 1.



Our remaining assets consist primarily of cash.



Pursuant to the plan of dissolution, which was approved by
stockholders on September 30, 2003, since October 1, 2003, our operations have been limited to winding-up our business and affairs, selling our remaining assets and discharging our known liabilities. We plan to distribute any remaining assets to our
stockholders, all in accordance with the plan of dissolution. As a result, we changed our basis of accounting to the liquidation basis as of October 1, 2003. Under the liquidation basis of accounting, assets and liabilities are reflected at the
estimated amounts to be paid or received; however actual costs could differ from those estimates. Distributions ultimately made to stockholders upon liquidation will differ from the net assets in liquidation recorded in the accompanying
Statement of Net Assets in Liquidation as a result of future operations, the sale proceeds ultimately received by us and adjustments, if any, to estimated costs of liquidation. The accompanying historical statements of operations for the three and
six months ended and cash flows for the six months ended June 30, 2003 have been presented on a going concern basis comparable to prior periods, which assumes the realization of assets and the liquidation of liabilities in the normal course of
business.



It is our intention to settle our outstanding
obligations and sell our remaining assets as expeditiously as possible. Final dissolution and related distributions to stockholders will occur upon obtaining final resolution on any remaining liquidation issues.



Pursuant to the plan of dissolution, we filed Articles of Dissolution with
the Secretary of State of the State of Delaware on April 15, 2004. We also filed Articles of Amendment to change our name from Sagent Technology, Inc. to S Wind-up Corporation, effective April 15, 2004.



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Principles of Consolidation



The consolidated financial statements include the accounts of S Wind-up and its wholly-owned subsidiaries, Qualitative
Marketing Software, Inc. (QMS), Sagent Australia Pty Ltd and Sagent Benelux, and its former wholly-owned subsidiaries, Sagent de Brazil, Sagent de Mexico, Sagent U.K., Ltd., Sagent Technology GmbH, Sagent France, S.A., Sagent Technology Japan KK,
and Sagent Asia/Pacific Pte Ltd. through the time the subsidiary was sold or liquidated. All significant intercompany accounts and transactions have been eliminated in consolidation.



Use of 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of such
estimates include, but are not limited to, the accounting for contingencies and accrued costs of liquidation, which represents the estimate of costs to be incurred during dissolution. Our current estimated range of loss related to some of the
contingencies is based on claims for which we can estimate the amount and range of loss. Actual results could differ from those estimates.



Cash and Cash Equivalents



Cash and cash equivalents include all highly liquid investments purchased with an original or remaining maturity of less than three months at the date of
purchase. Our cash and cash equivalents at June 30, 2004 consisted of deposits and money market funds maintained with major financial institutions.



Concentration of Credit Risk



Financial instruments that potentially subject us to concentrations of credit risk are comprised principally of cash and cash equivalents. We invest
excess cash through banks, primarily in highly liquid securities, and have investment policies and procedures that are reviewed periodically to minimize credit risk.



NOTE 2. ACCRUED LIABILITIES



Accrued liabilities consist of the following:



|                                  |  |               |   |                   |     
|--------------------------------- |  | ------------- | - | ----------------- | ----
|                                  |  | June 30, 2004 |   | December 31, 2003
|                                  |  | (unaudited)   |   |                  
|Officer compensation and benefits |  | $             |  |                   | 1117
|Other                             |  |               |  |                   | 30  
|                                  |  |               |   |                   |     
|Total                             |  | $             |  |                   | 1147
|                                  |  |               |   |                   |     



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NOTE 3. LEGAL PROCEEDINGS



Legal Proceedings



From time to time, we have been subject to pending or threatened litigation. We are currently engaged in certain legal and administrative proceedings
incidental to our previous business activities and current dissolution efforts and believe that these matters will not have a material adverse effect on our financial position. However, the results of legal proceedings cannot be predicted with
certainty. Pending or future litigation could be costly and could upon resolution, have a material adverse affect on our financial position.



In January 2004, Consolidated Freightways Corp. trustee filed a complaint against us to avoid and recover certain preferential transfers. Payments
totaling $12 have been alleged in the complaint. In June 2004, we entered into a Settlement Agreement which called for us to pay $9 in full settlement of all claims. The $9 was paid on July 1, 2004.



On January 28, 2004, plaintiff Comparion, Inc. (Comparion) filed
a Complaint against Arthur N. Alderson (Alderson), Sagent Technology, Inc. (Sagent), and Group 1 Software, Inc. (Group 1) that asserted claims for breach of fiduciary duty, conversion, fraudulent
agreement, fraudulent bank transfer, fraud in contracting, computer forgery in violation of O.C.G.A. § 16-9-93(d), computer theft in violation of O.C.G.A. § 16-9-93(a)(3), tortious
interference with business relations, tortious interference with contract, breach of contract and three claims based on alleged violations of Georgias civil RICO statute (O.C.G.A. § 16-14-4(a), O.C.G.A. § 16-14-4(b), and
O.C.G.A. § 16-14-4(c)). Plaintiffs allegations did not describe which of the claims were directly specifically to Sagent.



On February 5, 2004, plaintiff Comparion, through its counsel, granted an extension of time, through and including March 22, 2004, for Sagent to answer or
otherwise respond to the Complaint.



On February 16, 2004,
Sagent, through its litigation counsel, directed formal notice to plaintiff Comparion and its attorney that, unless the claims were withdrawn voluntarily and in full, Sagent, pursuant to Georgias abusive litigation statute,
O.C.G.A. § 51-7-84, would seek to recover its attorneys fees and expenses incurred in defending the suit. On April 12, 2004, the Parties executed a Tri-Party Settlement Agreement and Release and on April 14, 2004, a Voluntary Order of
Dismissal With Prejudice was filed with the Court of Fulton County, State of Georgia.



Guarantees



Prior to the sale of our assets to Group 1, we entered into standard indemnification provisions within our software license agreements with our customers and technology partners. Pursuant to these provisions, we historically offered to
indemnify, defend and hold harmless the indemnified party for losses suffered or incurred by the indemnified party in connection with any U.S. patent, copyright or other intellectual property infringement claim by any third party with respect to our
products. The term of these indemnification provisions was generally perpetual any time after execution of the license agreement. The maximum potential amount of future payments that we could be required to make under these indemnification
provisions was unlimited. We have, in the past, incurred costs to defend intellectual property lawsuits.



We have agreements in place with our directors and officers whereby we indemnify them for certain events or occurrences while the officer or director is,
or was, serving at our request in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have a tail director and officer insurance policy, which
may enable us to recover a portion of any future amounts paid.



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



The Managements Discussion and Analysis of Financial Condition and Results of Operations contains forward
looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on a number of assumptions by us about the future, usually based on current conditions. These
assumptions may or may not prove to be correct and, as a result, our own forward-looking statements may also be inaccurate. On the other hand, based on what we know today and what we expect in the future, we believe that the forward-looking
statements we make in this report are reasonable. In most cases, when we use words like believe, expect, estimate, anticipate, project, plan, or predict to describe
something which has not yet occurred, we are making a forward-looking statement. These forward-looking statements involve risks and uncertainties. These risks and uncertainties include that we may have underestimated the amount of our obligations
and liabilities, risks associated with our liquidation and dissolution, including without limitation, settlement of our liabilities and obligations, costs incurred in connection with carrying out the plan of liquidation and dissolution and any
potential additional expense, discharge of contingent liabilities, and the winding up and dissolution of the Corporation.



Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ
materially from those anticipated in these forward-looking statements. You should not place undue reliance on our forward-looking statements, as they are not guarantees of future results or distributions and represent our expectations only as of the
date they are made.



Upon the sale of substantially all of our
operating assets to Group 1 on October 1, 2003, most of our employees resigned and accepted employment with Group 1 and we ceased operations. We cannot list here all of the risks and uncertainties that could cause our actual future financial results
to differ materially our present expectations or projections regarding estimated distribution to stockholders but we can identify many of them. For example, our future results could be affected by the cost of satisfying currently known liabilities,
the need to satisfy unanticipated liabilities that might arise in the future, the expenses of dissolving and winding up our business, and the price at which S Wind-up stock may be held or sold. It is important to remember that forward-looking
statements speak only as of the date when they are made and we do not promise that we will publicly update or revise those statements whenever conditions change or future events occur. Accordingly we do not recommend that any person seeking to
evaluate our Company should place undue reliance on any forward-looking statements in this report.



The following discussion and analysis should be read in conjunction with our financial statements and notes and Note 3, Legal Proceedings.



Critical Accounting Policies and Estimates



Our discussion and analysis of our historical and liquidation based
financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and
judgments, including those related to accrued costs of liquidation and commitments and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



We believe the following critical accounting policies affect
our more significant judgments and estimates used in the preparation of our historical and liquidation based consolidated financial statements:



Contingent Liabilities



We have been subject to legal proceedings and claims in the past in the ordinary course of our business. While all such prior legal proceedings have been
resolved, we may in the future be subject to legal disputes, which, even if not meritorious, could result in the expenditure of significant financial resources.



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Accrued Costs of Liquidation and Effects of Change to Liquidation Basis



Pursuant to the plan of dissolution, which was approved by stockholders on
September 30, 2003, since October 1, 2003, our operations have been limited to winding-up our business and affairs, selling our remaining assets and discharging our known liabilities. We plan to distribute any remaining assets to our stockholders in
accordance with the plan of dissolution. As a result, we changed our basis of accounting to the liquidation basis as of October 1, 2003. Under the liquidation basis of accounting, assets and liabilities are reflected at the estimated amounts to be
paid or received; however actual costs could differ from those estimates. Distributions ultimately made to stockholders upon liquidation will differ from the net assets in liquidation recorded in the accompanying Statement of Net Assets
in Liquidation as a result of future operations, the sale proceeds ultimately received by us and adjustments, if any, to estimated costs of liquidation. The accompanying historical statements of operations for the three and six months ended and cash
flows for six months ended June 30, 2003 have been presented on a going concern basis comparable to prior periods, which assumes the realization of assets and the liquidation of liabilities in the normal course of business.



It is our intention to settle our outstanding obligations and sell our
remaining assets as expeditiously as possible. Final dissolution and related distributions to stockholders will occur upon obtaining final resolution on all liquidation issues.



At June 30, 2004, the following represents the estimated costs of liquidation (in thousands):



|                                     |  |               |    
|------------------------------------ |  | ------------- | ---
|                                     |  | June 30, 2004
|                                     |  | (unaudited)  
|Officer compensation and benefits    |  | $             |   
|Legal, audit and tax services        |  | $             | 198
|Other estimated costs of liquidation |  |               | 108
|                                     |  |               |    
|Total                                |  | $             | 306
|                                     |  |               |    



Comparison of our Changes in Net
Assets in Liquidation for the Three Months Ended June 30, 2004 compared to our Results of Operations for the Three Months Ended June 30, 2003



This financial review should be read in conjunction with the accompanying consolidated financial statements and notes. On October 1, 2003, we completed
the sale of substantially all of our operating assets to Group 1 and ceased preparing our financial statements on a going concern basis under generally accepted accounting principles. Accordingly, changes in net assets in liquidation for the three
months ended June 30, 2004 are not comparable to the results of operations for the three months ended June 30, 2003. Effective October 1, 2003 we adopted the liquidation basis of accounting which is described in detail in Note 1 to the accompanying
consolidated financial statements. In the current fiscal year we had no operations. Therefore, there is no discussion of operations in this financial review.



Liquidity and Capital Resources



As of June 30, 2004, our net assets in liquidation were $1.0 million, including primarily cash and cash equivalents of $1.0 million. During the quarter
ended June 30, 2004, we extinguished $0.5 million of our accounts payable and accrued costs of liquidation. We also recorded $5 of interest income, $4 of state tax refunds and amount due from Group 1 of $281.



Outstanding Liabilities



At June 30, 2004, we had $306 in accrued costs of liquidation. Our cash is
being used to pay our outstanding liabilities and obligations, and to establish a reserve for future liabilities and expenses. Any cash not used to satisfy liabilities and expenses will be distributed to stockholders. It is our intention to settle
our outstanding obligations and sell our remaining assets as expeditiously as possible. Final dissolution of the Company and related distributions to our stockholders will occur upon obtaining final resolution of all liquidation issues.



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Item 3. Qualitative and Quantitative Disclosures about Market Risk



We are exposed to certain market risks, including the effects of adverse changes in interest rates. Our exposure to such changes results from cash
deposits managed by Bank of America and Banc of America Investment Services, Inc. As of December 31, 2003 and June 30, 2004, we have no financial instruments in place to manage the impact of changes in interest rates. We estimate that a 1% increase
or decrease in interest rates would have impacted our income from these assets by less than $60,000 for the year ended December 31, 2003 and $10,000 for the three months ended June 30, 2004.



Item 4. Controls and Procedures



As of October 1, 2003, S Wind-up Corporation sold substantially all of its assets and began the orderly dissolution and liquidation of its assets. As S Wind-up currently has no on-going operations, chief executive officer, principal
financial officers, principal accounting officer or employees, it is unable to perform the evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e).



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S WIND-UP CORPORATION



PART II.
OTHER INFORMATION



Item 1. Legal Proceedings



From
time to time, we have been subject to pending or threatened litigation. While most recent litigation matters have been resolved (see Note 3), pending or future litigation could be costly and could upon resolution, have a material adverse affect on
our financial position.



Item 2. Use of Proceeds



Initial Distribution.An initial distribution to each stockholder of record as of March 31, 2004 of $0.10 for each share of Sagent common stock held as of such record date pursuant to the Plan of Liquidation and Dissolution approved
by the stockholders on September 30, 2003 was completed our transfer agent on April 6, 2004.



Item 6. Exhibits and Reports on Form 8-K



|(a) | Exhibits
|--- | --------



None



|(b) | Reports on Form 8-K
|--- | -------------------



None



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SIGNATURES



In accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                             |  |  |  |                     
|---------------------------- |  |  |  | --------------------
|/s/ Irv H. Lichtenwald       |  |  |  | Date: August 6, 2004
|Irv H. Lichtenwald, Director |  |  |  |                     



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CERTIFICATIONS



As of October 1, 2003, S Wind-up
Corporation. (the Company) sold substantially all of its assets and began the orderly dissolution and liquidation of its remaining assets. As the Company currently has no ongoing operations, chief executive officer, principal financial
officers, principal accounting officer or employees, it is unable to make the certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act.



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