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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2004

OR

For the transition period from              to             

Commission File Number 000-25315

S Wind-up Corporation

(Exact name of registrant as specified in its charter)

P.O. BOX B.D., Los Altos, CA 94023

(Address of principal executive offices including zip code)

(650) 599-5846

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 Par Value

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

As of June 30, 2004 (the last day of our most recent fiscal quarter), the aggregate market value of the voting stock held by non-affiliates based on closing sales price of the registrant’s common stock as reported on The Over The Counter Bulletin Board was approximately $754,000.

As of December 31, 2004, 47,109,843 shares of common stock issued and outstanding.

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S Wind-up Corporation

FORM 10-K

For The Fiscal Year Ended December 31, 2004

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“Sagent,” “Sagent Solution,” “Sagent Data Load Server,” and “Sagent Data Access Server,” are former trademarks, trade names or service marks of Sagent Technology, Inc. (“Sagent”) which were sold to Group 1 Software, Inc. as described under Item 1, Business. This annual report also contains trademarks, trade names and service marks of companies other than those formerly owned by Sagent, and these trademarks, trade names and service marks are the property of their respective holders.

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PART I

This annual report contains forward-looking statements based on the current beliefs of our management as well as assumptions made by and information currently available to our management, including statements related to the timing and amounts of the liquidation of remaining assets and expectations regarding the winding up of business and operations and dissolution. You can identify these forward-looking statements when you see us using words such as “expect,” “anticipate,” “believe,” “estimate” and other similar expressions. These forward-looking statements involve risks and uncertainties, including those described in the section entitled “Risk Factors” of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this annual report. 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 and represent our expectations only as of the date they are made.

Item 1. Business

Introduction

S Wind-up Corporation, formerly Sagent Technology, Inc., a Delaware corporation (“Sagent”, “S Wind-up” or the “Company”), is engaged in the process of an orderly liquidation of its remaining assets, the winding up of its business and operations, and the dissolution of the Company.

On October 1, 2003, we completed the sale of substantially all of our assets to Group 1 Software, Inc. (“Group 1”) under the terms of a definitive Asset Purchase Agreement entered into on April 15, 2003. In exchange for the assets sold, including all intellectual property, accounts receivable, cash on hand, certain contracts, property and equipment and other designated assets, and the assumption of specified liabilities, the Company 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. On September 30, 2003, our stockholders adopted a plan of dissolution, which included the change of our corporate name to S Wind-Up Corporation. Most employees of the Company accepted employment with Group 1. Two executives remained through April 15, 2004 to manage the Company’s wind down, liquidation and the first distribution to the stockholders. On April 16, 2004, we held a final board meeting. We retain a trailing director and accounting agent to manage the remaining wind down and liquidation process.

Under the terms of the Asset Purchase Agreement, Sagent 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 2, 2004 we received $0.3 million as final payment from Group 1.

The asset sale resulted from a process that began in 2002, when we determined that an asset sale was in the best interest of our stockholders. That process involved consideration of various alternatives to finance the Company or sell our business. On April 14, 2003, the Board of Directors voted to approve a plan of dissolution subject to the completion of the asset sale to Group 1 and stockholder approval. On April 15, 2003, we entered into an agreement to sell substantially all of our assets to Group 1.

We held a special meeting of our stockholders on July 15, 2003, to approve the proposed asset sale and plan of dissolution. A quorum of stockholders was not present when the meeting was first convened on July 15, 2003, so we adjourned the meeting to July 21 and again to July 28, and each time failed to obtain a quorum. We reconvened the meeting on September 30, 2003 and at that time a quorum of the shares of common stock was

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present. At that meeting, our stockholders approved the proposals included in the proxy statement, including the asset sale, plan of dissolution and the change of our corporate name to S Wind-up Corporation. On that same day, we closed the Asset Purchase Agreement.

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

Since that date, we have been engaged in the process of the orderly liquidation of our remaining assets, the winding up of the business, and the dissolution of S Wind-up. This process involves the sale and disposition of assets that were not acquired by Group 1, the settlement of liabilities and other claims that were not assumed by Group 1, and the distribution of any remaining assets to our stockholders.

On February 26, 2004, our board of directors approved an initial distribution, and on April 6, 2004 we completed the initial distribution of $0.10 for each share of stock held as of the record date of March 31, 2004, pursuant to the Plan of Liquidation and Dissolution approved by the stockholders on September 30, 2003.

Following the closing of the asset sale, our primary asset has been cash. As of December 31, 2004, we have used approximately $2.8 million since the close date to satisfy liabilities and wind-up expenses and we are providing a cash reserve for potential future liabilities and expenses. The cash reserve is approximately $0.7 million.

Business Operations Prior to the Asset Sale

Prior to closing the asset sale to Group 1, we developed, marketed, and supported software products and services that helped businesses collect, analyze, understand, and act on customer and operational information both in batch and in real-time. Our software products and services provided a way for an organization’s employees, customers, and partners to use the Internet to examine the internal data they already have and to supplement that data with external, value-added information such as demographic, geographic, or other content and data feeds. We operated as a single business unit. While we no longer have active business operations, the following description of our business operations prior to the asset sale is provided to aid our reader’s understanding of our historical financial statements.

Our products fell into two major categories: software products which customers used to collect, analyze and report on data, which we refer to as the Sagent Solution products, and software products which customers used to supplement and enhance data in ways meaningful to their business model, or Centrus products. Sales of our products were generated primarily through our direct sales team and indirect sales channels such as Value Added Resellers. Our products were primarily off the shelf products which did not require customization specific to customer needs.

Sagent’s Products and Services

Prior to the closing of the asset sale to Group 1, we sold the Sagent Solution, Sagent Solution Components, Centrus and software maintenance and technical support.

Sagent Solution

Over the last seven years, most of our revenue came from the sales of our Solution product and its components. The Solution offered a complete, open and high-performance software infrastructure that allowed companies to aggressively develop custom analytic solutions that yield insight into their customers and business operations. Our Solution’s key components integrated with a growing number of data integration and information delivery tools from 3rd-party providers and us.

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Sagent Solution Components

Our Sagent Data Flow Server was a multi-user application server that processed disparate sources of data and prepared it for use within analytical applications. When it was bundled with the foundation library, the Data Flow Server was sold as the Sagent Data Load Server and was used for extraction, transformation and loading (ETL). When it was bundled with the display library or Sagent Open Link, the Data Flow Server was sold as the Sagent Access Server and was used for enterprise information integration (EII) and to prepare information for use within reporting and analysis tools.

We also offered other components, such as libraries which were used by customers to solve a broad variety of data integration and data analysis problems, however these products did not account for a significant percentage of our total revenue.

Centrus

In December 1999, we introduced Centrus via our acquisition of Qualitative Marketing Software, Inc. (QMS). Centrus provided tools for address-level geographic analysis, real-time customer matching, and name and address data-quality functions.

Services

To complement our product offering, we also offered professional consulting and training services to help customers achieve fast and full value from their implementation of the Sagent Solution or Centrus products.

Research and Development

Through the date of the asset sale to Group 1, we developed our Sagent Solution products in our Mountain View, California headquarter office and our Centrus products in our Denver, Colorado facilities.

Sales and Marketing

During the period from January 1, 2003 through September 30, 2003 and the fiscal year ended December 31, 2002, our sales and marketing efforts were primarily focused on expansion of business with existing customers and our indirect sales channels. During that time, our customers’ and potential customers’ purchasing decisions were impacted by, among other factors: (i) concerns about our viability, (ii) the overall weakness in the global economy, (iii) continued reductions in capital expenditures, and (iv) uncertainties in the application software industry as a result of speculation of further consolidation within the industry.

Customers

Through the date of the asset sale to Group 1, we had more than 1,500 customers throughout the world and across such diverse industries as insurance, financial services, retail, e-commerce, healthcare and telecommunications.

Through the date of the asset sale to Group 1, we had no single customer during the period from January 1, 2003 through September 30, 2003 or for the fiscal year ended December 31, 2002 that accounted for 10% or more of our total revenues for the related periods.

Competition

We considered vendors such as Informatica Corp., Brio Software, Inc., Business Objects SA, Cognos, Inc., Hummingbird, Ltd., Ascential Software Corp., and Mapinfo Corp. to be our largest competitors.

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Intellectual Property

We do not have any patents at this time. On October 1, 2003, we assigned seven active patents to Group 1.

Employees

We have no employees as of December 31, 2004 and had two employees as of December 31, 2003, who both worked from home offices though their resignation on April 15, 2004. All persons who have provided services to the Company since April 15, 2004 have done so in their capacity as independent contractors.

Available Information

We have no principal office. Our website home page is located at www.swindup.com; however, the information in, or that can be accessed through our website is not part of this report. Our mailing address is P.O. Box B.D., Los Altos, CA 94023. Our telephone number is (650) 599-5846.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available. The public may read and copy any materials filed by the Company with the Securities Exchange Commission (“SEC”) at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. The content of this website is not incorporated into this filing. Further, the Company’s references to the URL for this website is intended to be an inactive textual reference only.

Item 2. Properties

We have no properties as of December 31, 2004.

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Item 3. Legal Proceedings

As of December 31, 2004, there are no material legal proceedings involving the Company.

From time to time, we have been subject to pending or threatened litigation. While most recent litigation matters have been resolved, future litigation could be costly, and could upon resolution, have a material adverse affect on any estimated distribution to stockholders. We are currently engaged in certain legal and administrative proceedings incidental to our previous business activities, winding up of the business and current dissolution efforts and believe that these matters will not have a material adverse effect on our net assets in liquidation. However, the results of legal proceedings cannot be predicted with certainty.

In January 2004, Consolidated Freightways Corp. trustee filed a complaint against us to avoid and recover certain preferential transfers. Payments totaling $12,000 were alleged in the complaint. In June 2004, we entered into a Settlement Agreement which called for us to pay $9,000 in full settlement of all claims. The $9,000 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.

Item 4. Submission of Matters to a Vote of Security Holders

None

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PART II

Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters

Our common stock is listed for trading on the over the counter bulletin board under the symbol “SGNT.PK.” The following table lists the high and low closing sales prices of our common stock for the periods indicated.

At March 28, 2005, we believe there were approximately 220 stockholders of record of our common stock, and the last reported sales price of our common stock was $0.02. Because we closed our stock transfer books and discontinued recording transfers of our common stock at the close of business on the date we filed the Certificate of Dissolution with the Delaware Secretary of State, referred to as the “final record date of April 15, 2004,” we are unable to estimate the total number of stockholders on record. In addition, because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders requested by these record holders.

On April 6, 2004, our Board of Directors effected the initial distribution of $0.10 for each share of stock held as of the record date of March 31, 2004 pursuant to the Plan of Liquidation and Dissolution approved by the stockholders on September 30, 2003.

We have never declared or paid cash dividends on our common stock. Our Board of Director presently intends to use our assets and any future earnings first to satisfy or provide for the satisfaction of our liabilities, with the balance to be distributed to our stockholders in one or more distributions through the date of final dissolution of the Company. The declaration of any such distributions in the future would be subject to the discretion of the Board of Director, which may consider such factors as our net assets in liquidation, contingent liabilities and expenses, and any contractual or other legal restrictions.

Item 6. Selected Financial Data

The following selected consolidated annual and quarterly financial data are qualified by reference to, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes thereto included elsewhere in this annual report.

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. Two executives remained employed through April 15, 2004. Accordingly, a comparison of the selected financial data for the period from January 1, 2003 through September 30, 2003 should take into account the fact that the Company ceased its operations nine months after the beginning of the fiscal year ended December 31, 2002.

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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 in accordance with accounting principles generally accepted in the United States of America. Changes in our net assets in liquidation since October 1, 2003 are as follows (in thousands):

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The following selected financial data are derived from and should be read in conjunction with our financial statements and related notes set forth in Item 8 below, and in our previously filed reports on Form 10-K. See also Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information relating to items reflecting our results of operations and financial condition.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis contains “forward-looking statements” that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally preceded by words that imply a future state such as “expected” or “anticipated” or imply that a particular future event or events will occur such as “will.” Investors are cautioned that all forward-looking statements involve risks and uncertainties, and that actual results could be materially different from those discussed in this report. The section below entitled “Risk Factors” and similar discussions in our other SEC reports filed with the SEC discuss some of the important risk factors that may affect our business, results of operations and financial condition. Copies of our reports filed with the SEC are available on the SEC’s website at www.sec.gov.

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. Two executives remained through April 15, 2004 to manage the Company’s wind down, liquidation and the first distribution to the stockholders. On April 15, 2004, we held a final board meeting. We retain a trailing director and accounting agent to manage the remaining wind down and liquidation process. We cannot list here all of the risks and uncertainties that could cause our actual future financial results to differ materially from 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 the Company, 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.

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The following discussion and analysis should be read in conjunction with the selected financial data in Item 6 and our financial statements and related notes in Item 8.

Critical Accounting Policies and Estimates

In connection with the adoption of the plan of dissolution and the anticipated liquidation, we adopted the liquidation basis of accounting effective October 1, 2003, whereby assets are valued at their estimated net realizable cash values and liabilities are stated at their estimated settlement amounts. The preparation of financial statements using the liquidation basis of accounting requires us to make assumptions, judgments and estimates that can have a significant impact on our reported net assets in liquidation. We base our assumptions, judgments and estimates on the most recent information available and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis we evaluate our assumptions, judgments and estimates and make changes accordingly. We believe that the assumptions, judgments and estimates involved in the accounting for estimated costs to be incurred during liquidation have the greatest potential impact on our financial statements, so we consider these estimates to be our critical accounting policies. We discuss below the critical accounting estimates associated with these policies.

Estimated Costs to be Incurred During Liquidation

Under the liquidation basis of accounting, we accrue for the remaining costs to be incurred during liquidation, including consulting fees, fees of professional service providers and miscellaneous other costs, partially offset by estimated future interest earnings. Such costs were estimated at $333,000 at December 31, 2004. Our estimates are based on assumptions regarding our ability to settle outstanding obligations to creditors, resolve outstanding litigation, successfully petition the SEC for relief from public company reporting requirements, and the timing of distributions to stockholders. If there are delays, or we are not successful, in achieving these objectives, actual costs incurred during liquidation may increase, reducing net assets available in liquidation.

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

Revenue recognition

We derived our revenue from license fees for software products and fees for services relating to the software products, including consulting, training, software and data updates, technical support and real-time marketing services over the Internet.

We recognized revenue in accordance with Statement of Position (“SOP”) 97-2, Software Revenue Recognition (“SOP 97-2”), as amended by SOP 98-4 and 98-9 and generally recognized revenue when all of the following criteria were met: 1) persuasive evidence of an arrangement existed, 2) delivery had occurred, 3) the fee was fixed or determinable, and 4) collectability was probable.

Valuation of long-lived assets

Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” became effective in 2002. Upon adoption of SFAS No. 142, we ceased to amortize any goodwill starting January 1, 2002. In lieu of amortization, we were required to perform impairment reviews of our goodwill. We assessed the impairment of intangible assets and goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

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Valuation allowances

We maintained allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Such allowances were based on historical bad debt, customer credit-worthiness, the current business environment, historical experience with the customer and the aging of the accounts receivable. The allowance included specific reserves for accounts where collection was deemed to be no longer probable. In addition, we maintained a general reserve for invoices without specific reserves by applying a percentage based on the age category.

Contingent Liabilities

Our estimated range of liabilities related to some of the historical litigation had been based on claims for which we could reasonably estimate the amount and range of loss (as discussed in Item 3. Legal Proceedings). We recorded a liability if it was (1) probable that an obligation was incurred because of a transaction or event happening on or before the date of the financial statements and (2) the amount of the obligation could be reasonably estimated.

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, we filed Articles of Dissolution with the Secretary of State of the State of Delaware on April 15, 2004. 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. On February 26, 2004, our board of directors approved an initial distribution, and on April 6, 2004 we completed the initial distribution of $0.10 for each share of stock held as of the record date of March 31, 2004 pursuant to the Plan of Liquidation and Dissolution approved by the stockholders on September 30, 2003. We plan to distribute any remaining assets to our stockholders, all in accordance with the plan of dissolution. As a result of the plan of dissolution, we changed our basis of accounting to the liquidation basis as of October 1, 2003. The accompanying statements of operations, stockholders’ equity and cash flows for the period from January 1, 2003 to September 30, 2003 and for the year ended December 31, 2002 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. Under the liquidation basis of accounting, assets are stated at their estimated net realizable cash value and liabilities are stated at their anticipated settlement amounts. Upon changing to the liquidation basis of accounting, we recorded a $8.0 million increase to net assets. Included in the adjustment to net assets recorded in connection with the change from the going-concern to the liquidation basis of accounting, we recorded $1.9 million of accrued costs of liquidation representing the estimate of the costs to be incurred during dissolution; however, actual costs could vary 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 adjustments, if any, to estimated costs of liquidation. 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 December 31, 2004 and 2003, the following represents the estimated costs of liquidation (in thousands):

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Comparison of our Results of Operations

On October 1, 2003, we completed the sale of our operating assets to Group 1 and ceased preparing our financial statements on a going concern basis under generally accepted accounting principles. Accordingly, results of operations for the period from October 1, 2003 to December 31, 2003 and for the year ended December 31, 2004 are not comparable to any other periods.

Changes in Net Assets in Liquidation for the year ended December 31, 2004

For the year ended December 31, 2004, we recorded $30,000 in interest income and $71,000 of refunds of utility and state tax payments. We recorded receipt of $150,000 of reimbursement of class action legal fees from our insurance carrier, $100,000 as final settlement for amount due from shareholder and $281,000 as final payment from Group 1 under the terms of the Asset Purchase Agreement. Prior to the dissolution of the Company, the former Board of Directors effected a $4.7 million distribution to the stockholders of the Company, pursuant to the Plan of Liquidation and Dissolution approved by the stockholders on September 30, 2003. We also recorded estimated audit and review fees for 2004 through 2007 of $150,000.

Changes in Net Assets in Liquidation for the period October 1, 2003 to December 31, 2003

For the period from October 1, 2003 to December 31, 2003, we recorded $18,000 in interest income.

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Results of operations for the period January 1, 2003 to September 30, 2003 and fiscal year ended December 31, 2002

The following table sets forth certain data from our consolidated statements of operations as a percentage of total revenue. The information contained in the table below should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this annual report. On October 1, 2003, we completed the sale of our operating assets to Group 1 and ceased preparing our financial statements on a going concern basis under generally accepted accounting principles. Accordingly, results of operations are not comparable to the year ended December 31, 2002. Results of operations do not reflect adjustments recorded upon the change to the liquidation basis of accounting.

Revenue

Our total revenue was made up of license revenue and services revenue. Our total revenue was $22.7 million for the period from January 1, 2003 to September 30, 2003, and $37.9 million for the year ended December 31, 2002, representing a decrease of 40% or $15.2 million from 2002 to 2003. The decrease in revenue was primarily due to our customers’ and potential customers’ purchasing decisions being impacted by, among other factors: (i) concerns about our viability, (ii) the overall weakness in the global economy, (iii) continued reductions in capital

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expenditures and (iv) uncertainties in the application software industry as a result of speculation of further consolidation within the industry. The signing of the Asset Purchase Agreement on April 15, 2003 resulted in no revenue after September 30, 2003.

License revenue was $12.0 million for the period from January 1, 2003 to September 30, 2003 and $19.8 million for the year ended December 31, 2002, respectively, representing a decrease of 40% or $7.9 million from 2002 to 2003. The decline was mainly attributed to a reduction in the number and the size of the deals closed in 2003 due to customers concerns about our viability. During the first quarter of 2003, the call of our loan by CDC Software increased customer concerns about our viability. The signing of the Asset Purchase Agreement on April 15, 2003 resulted in no license revenue after September 30, 2003.

Service revenue was $10.7 million for the period from January 1, 2003 to September 30, 2003 and $18.0 million for the year ended December 31, 2002, representing a decrease of 41% or $7.3 million from 2002 to 2003. The signing of the Asset Purchase Agreement on April 15, 2003 resulted in no service revenue after September 30, 2003.

Maintenance revenue was $8.2 million for the period January 1, 2003 to September 30, 2003 and $11.3 million for the year ended December 31, 2002, representing a decrease of 27% or $3.1 million from 2002 to 2003. The signing of the Asset Purchase Agreement on April 15, 2003 resulted in no maintenance revenue after September 30, 2003.

Professional services revenue was $2.5 million for the period January 1, 2003 to September 30, 2003 and $6.7 million for the year ended December 31, 2002, representing a decrease of 63% or $4.3 million from 2002 to 2003. Decreases in professional services revenue in 2003 from 2002 were due primarily to declines in new license revenue as a result of increased customer concerns about viability. The signing of the Asset Purchase Agreement on April 15, 2003 resulted in no professional service revenue after September 30, 2003.

Our international revenue was 30% of total revenue or $6.8 million for the period January 1, 2003 to September 30, 2003 and 38% or $14.4 million of our total revenue for the year ended December 31, 2002, representing a decrease of $7.7 million or 53% from 2002 to 2003.

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Cost of Revenue

Cost of revenue from license sales consisted primarily of development costs, royalties, product packaging, shipping, media and documentation. Our cost of revenue from license sales was $1.6 million for the period January 1, 2003 to September 30, 2003 and $1.8 million for the year ended December 31, 2002, representing 14% and 9% of license revenue in the respective periods. The decrease from 2002 to the nine months in 2003 was primarily due to a decrease in fees paid to third parties for royalties as a result of fewer license deals and the signing of the Asset Purchase Agreement on April 15, 2003.

Cost of service consists primarily of personnel costs associated with providing software maintenance, technical support, training and consulting services. Cost of service was $4.1 million for the period January 1, 2003 to September 30, 2003 and $7.8 million for the year ended December 31, 2002,, representing 38% and 43% of services revenue in the respective periods. The percentage decreases from 2002 to 2003 were mainly attributed to reductions in headcount year over year.

We also incurred licensed technology impairments of $1.2 million in 2002, which are included in cost of revenue, as such licensed technology was no longer expected to be utilized in our future product sales. No technology impairments were incurred in 2003.

Gross Profit

Gross profit was $17.0 million for the period January 1, 2003 to September 30, 2003 and $27.1 million for the year ended December 31, 2002, representing 75% and 71% of total revenue in the respective periods. The gross profit percentage in any period can be affected significantly by volume and price concessions. The percentage increase from 2002 to 2003 was mainly attributed to a higher percentage of license revenue with lower discounts.

Sales and Marketing

Sales and marketing expenses consisted primarily of personnel, commissions, travel, sales and marketing programs, and branch sales facilities. Sales and marketing expenses were $11.3 million for the period January 1, 2003 to September 30, 2003 and $24.5 million for the year ended December 31, 2002, representing 50% and 65% of total revenue in the respective periods. The decline of $13.2 million or 54% from 2002 to 2003 was primarily attributable to a $11.5 million decrease in salary related expense due to our closing several domestic sales offices and international sales offices in Brazil, Mexico and the Netherlands as part of restructuring during 2002 and $0.6 million related to the discontinuation of our marketing services business in 2002 due to changes in our strategy. The signing of the Asset Purchase Agreement on April 15, 2003 also contributed to the decline in sales and marketing expenses in 2003.

Research and Development

Research and development expenses consisted primarily of personnel and related costs associated with the development of new products, the enhancement and localization of existing products, quality assurance, testing and facilities. Research and development expenses were $6.6 million for the period January 1, 2003 to September 30, 2003 and $11.7 million for the year ended December 31, 2002, representing 29% and 31% of total revenue in the respective periods. The decline of $5.1 million or 43% from 2002 to 2003 was mainly attributable to the full year impact of the reduction headcount in 2002 and the signing of the Asset Purchase Agreement on April 15, 2003.

General and Administrative

General and administrative expenses consisted primarily of personnel costs for finance, human resources, information systems and general management as well as legal, accounting and bad debt expenses. General and

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administrative expenses were $4.0 million for the period January 1, 2003 to September 30, 2003 and $5.7 million for the year ended December 31, 2002, representing 18% and 15% of total revenue in the respective periods. The decrease of $1.7 million or 30% from 2002 to 2003 was primarily attributable to a $1.2 million reduction in legal expenses from litigation and SEC investigation, a $0.4 million decrease in facility related costs and a $1.2 million decrease in personnel and related costs due to a reduction in headcount partially offset by a $0.4 million recovery of a note receivable against the $1.0 million allowance taken in 2002 and a decrease of $0.7 million in foreign exchange transaction loss. The signing of the Asset Purchase Agreement on April 15, 2003 also contributed to the decline in general and administrative expenses in 2003.

Stock-Based Compensation

In 2000, we granted restricted stock to a then current officer and recorded deferred stock-based compensation of $1.7 million, which represented the difference between the fair value of our stock and the purchase price at the date of grant. The related amortization of deferred stock-based compensation was being charged to operating expense over a four-year vesting period on a straight-line basis. Deferred stock-based compensation was presented as a reduction of stockholders’ equity. Amortization of stock-based compensation amounted to $0 and $0.3 million for the period January 1, 2003 to September 30, 2003 and for the year ended December 31, 2002. In the third quarter of 2002, we recorded a restructuring charge of $0.9 million representing the remaining balance of deferred stock-based compensation resulting from the acceleration of vesting of a former executive’s restricted shares under the terms of his separation agreement. As of December 31, 2002, there was no remaining deferred stock-based compensation.

Asset Impairment

The asset impairment charge of $1.1 million incurred in 2002 consisted of $0.8 million goodwill impairment related to the closure of certain operations and $0.3 million reserve on stockholders’ notes.

Restructuring and Related Charges

In December 2001, we implemented a restructuring plan aimed at streamlining the underlying cost structure. As part of the restructuring plan, we consolidated our Florida facility and implemented a reduction in workforce of approximately 14% or 51 employees and contractors through March 31, 2002.

During the second quarter of 2002, we implemented a new restructuring plan which was executed during the remainder of 2002. The major element of the restructuring plan was to terminate certain employees; as a result, we had a reduction in force by approximately 36% or 94 employees, which brought our total headcount to 164 worldwide. The reduction came from all areas of our Company, and the terminations were completed by December 31, 2002. Our Chief Executive Officer and President, our Executive Vice President—Sales, and Chief Marketing Officer stepped down as part of this restructuring. Further, we decided to proceed with closing several domestic sales offices and international sales offices in Brazil, Mexico and the Netherlands and also discontinued our marketing services business due to changes in our strategy. The purpose of the restructuring was to bring operating expenses in line with net revenues. The restructuring was substantially completed during 2002.

We incurred $4.6 million in restructuring and related charges for the year ended December 31, 2002, consisting primarily of personnel and facility related costs. We paid $1.9 million of the charges during the year ended December 31, 2002 and recorded $2.1 million of non-cash charges, primarily related to $1.2 million from forgiveness and impairment of loans to former executives and $0.9 million in stock compensation from the acceleration of vesting for a terminated executive. There is no accrual remaining at December 31, 2003 as Group 1 assumed the remaining restructuring liability related to vacated leased facilities.

Interest Income

Interest income decreased to $0.06 million for the period January 1, 2003 to September 30, 2003, from $0.2 million in 2002 as a result of lower cash investment balances, lower interest rates and a shorter period in 2003.

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Interest Expense

Interest expense was $3.1 million for the period January 1, 2003 to September 30, 2003 and $0.4 million for the year ended 2002. The $3.1 million in interest expense consisted of $0.6 million interest expense recognized on short-term debt, a $1.7 million accretion of the loan discount attributable to the fair value of related warrants and $0.7 million amortization of deferred costs. The costs in 2002 were primarily due to interest attributable to the debt financing in 2002.

Other Income (Expense), net

Net other income (expense) was an expense of $0.1 million for the period January 1, 2003 to September 30, 2003 compared with an expense of $0.6 million for the year ended December 31, 2002. Net other expense of $0.1 million for the period January 1, 2003 to September 30, 2003 consisted of a loss on the sale of fixed assets during the third quarter of 2003. The net other expense of $0.6 million in 2002 consisted of $0.3 million of foreign currency losses resulting from the closure of offices in Brazil and Mexico, $0.5 million impairment of investment in Responsys partially offset by recognition of $0.2 million of minority interest in the losses of Sagent Asia/Pacific.

Income Tax Expense

Income tax expense of $0.4 million for the period January 1, 2003 to September 30, 2003 remained relatively constant with $0.5 million for 2002. Income tax expense consists mainly of state franchise, local tax and foreign withholding tax.

As a result of the sale of our assets to Group 1, we do not expect to utilize net operating loss carryforwards for federal and California income tax purposes at the date of the sale of assets of approximately $104.6 million and $36.7 million, respectively. The federal net operating loss carryforwards will expire, if not utilized, beginning in 2010. California net operating loss carryforwards will expire, if not utilized, beginning in 2005. As of the date of the sale, we also had available research and development credit carryforwards for federal and California income tax purposes of approximately $2.7 million and $2.6 million, respectively which we do not expect to utilize.

Liquidity and Capital Resources

On October 1, 2003, we completed the sale of substantially all of our assets to Group 1 Software, Inc. In exchange for the assets sold, including all intellectual property, accounts receivable, cash on hand, certain contracts, property and equipment and other designated assets, and the assumption of specified liabilities, the Company 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.

As of December 31, 2003, our principal source of liquidity consisted of $6.1 million of cash and cash equivalents. We are engaged in the process of an orderly liquidation of our remaining assets, the winding up of our business and operations, and the dissolution of the Company. During the period from January 1, 2003 to September 30, 2003, operations consumed $3.3 million of cash primarily due to losses incurred.

Net cash used by financing activities was $1.2 million for the period from January 1, 2003 to September 30, 2003 due primarily to $0.5 million repurchase of warrants and $1.4 million of payments under capital lease obligations partially offset by $0.8 million release of restricted cash related to a line of credit facility. Net cash provided by financing activities was $4.4 million in 2002, due primarily from the net proceeds of $6.6 million in connection with the loan facility completed in October and December of 2002 partially offset by $2.3 million principal payments under capital lease obligation.

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Net cash provided by investing activities was $1.3 million for the period from January 1, 2003 to September 30, 2003, primarily due to the $1.5 million sale and collection of former officer and shareholder notes and $0.1 million proceeds from sale of property and equipment partially offset by $0.3 million used to purchase the remaining 47% minority interest in our Asia/Pacific subsidiary.

Net cash used in operating activities was $3.3 million for the period from January 1, 2003 to September 30, 2003 and $10.3 million for the year ended December 31, 2002. For such periods, net cash used in operating activities was primarily the result of the funding of our ongoing operations.

As a result of the sale of assets to Group 1, we had no future minimum payments under contractual obligations as of the date of the asset sale of October 1, 2003.

At December 31, 2004, we had $0.3 million in accrued costs of liquidation and cash and cash equivalents of $1.4 million. At December 31, 2003, we had $2.4 million in liabilities and cash and cash equivalents of $6.1 million. 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. As of the date of this filing, no distributions have been made to stockholders.

Contractual Obligations

At December 31, 2004, we had no contractual obligations requiring tabular disclosure.

Recent Accounting Pronouncements

We have evaluated all recent accounting pronouncements and believe such pronouncements do not have a material effect on our financial statements.

Risk Factors That May Affect Future Results

In addition to other information in this Form 10-K, the following risk factors should be carefully considered in evaluating us and our liquidation and dissolution because such factors may have a significant impact on the execution of our plan of dissolution and the timing and amount of liquidating distributions, if any, to our stockholders. As a result of the risk factors set forth below and elsewhere in this Form 10-K, and the risks discussed in our other Securities and Exchange Commission Filings, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not known to us or that we now believe to be unimportant could also impair our liquidation and dissolution. As a result, the market price of our common stock could decline, and you may lose all of your investment. This section should be read in conjunction with the audited consolidated financial statements and notes thereto, and Management’s Discussions and Analysis of Financial Condition and Results of Operations contained in this Form 10-K.

We cannot assure you of the exact amount or timing of any future distribution to our stockholders under the plan of dissolution.

The liquidation and dissolution process is subject to numerous uncertainties and may not result in any remaining capital for future distribution to our stockholders. The precise nature, amount and timing of any future distribution to our stockholders will depend on and could be delayed by, among other things, administrative and tax filings associated with our dissolution, potential claim settlements with creditors, and unexpected or greater than expected expenses. Furthermore, we cannot provide any assurances that we will actually make additional distributions. The estimates we have provided are based on currently available information, and actual payments,

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if any, could be substantially less than the range we have estimated. Any amounts to be distributed to our stockholders may be less than the price or prices at which our common stock has recently traded or may trade in the future.

Our common stock is continuing to trade even though we are in the process of liquidation and liquidating distributions, if any, may be below any trading price.

Until April 15, 2004, when our certificate of dissolution became effective and we closed our transfer books, our common stock has been trading in the Over the Counter Market’s “pink sheets” under the symbol “SGNT.PK.” It has been trading under “due-bill” contractual obligations between the seller and purchaser of the stock, who negotiate and rely on themselves with respect to the allocation of stockholder proceeds arising from ownership of the shares. No assignments or transfers of our common stock were recorded or will be recorded after April 15, 2004. Trading in our stock is highly speculative and the market for our stock is highly illiquid. The only value associated with our shares is the right to receive further distributions as part of the liquidation process. Because of the difficulty in estimating the amount and timing of the liquidating distributions, and due to the other risk factors discussed herein, our common stock may be subject to significant volatility and may trade above the amount of any liquidating distribution that is made.

We will continue to incur claims, liabilities and expenses that will reduce the amount available for distribution out of the liquidation to stockholders.

Claims, liabilities and expenses incurred during the wind down process, such as legal, accounting and consulting fees and miscellaneous office expenses, will reduce the amount of assets available for future distribution out of the liquidation to stockholders. If available cash and amounts received on the sale of non-cash assets are not adequate to provide for our obligations, liabilities, expenses and claims, we may not be able to distribute out of the liquidation meaningful cash, or any cash at all, to our stockholders.

We will continue to incur the expenses of complying with public company reporting requirements.

We have an obligation to continue to comply with the applicable reporting requirements of the Securities Exchange Act of 1934, as amended, referred to as the “Exchange Act,” even though compliance with such reporting requirements is economically burdensome. We intend to seek relief from the Securities and Exchange Commission from the reporting requirements under the Exchange Act at such time in the future as active trading in our shares has ceased. We anticipate that, if such relief were granted, we would continue to file current reports on Form 8-K to disclose material events relating to our liquidation and dissolution along with any other reports that the Securities and Exchange Commission might require. However, the Securities and Exchange Commission may not grant any such relief, and we do not anticipate we will be able to request relief while active trading of our shares is continuing.

Our board of directors may at any time turn management of the liquidation of S Wind-up Corporation over to a third party, and our director may resign from our board at that time.

Our director may at any time turn our management over to a third party to complete the liquidation of our remaining assets and distribute the available proceeds to our stockholders, and our director may resign from our board at that time. Our board of directors currently consists of Irv H. Lichtenwald, who is overseeing our liquidation. If management is turned over to a third party and our director resigns from our board, the third party would have sole control over the liquidation process, including the sale or distribution of any remaining assets.

If we are deemed to be an investment company, we may be subject to substantial regulation that would cause us to incur additional expenses and reduce the amount of assets available for distribution.

If we invest our cash and/or cash equivalents in investment securities, we may be subject to regulation under the Investment Company Act of 1940. If we are deemed to be an investment company under the Investment

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Company Act because of our investment securities holdings, we must register as an investment company under the Investment Company Act. As a registered investment company, we would be subject to the further regulatory oversight of the Division of Investment Management of the Securities and Exchange Commission, and our activities would be subject to substantial regulation under the Investment Company Act. Compliance with these regulations would cause us to incur additional expenses, which would reduce the amount of assets available for distribution to our stockholders. To avoid these compliance costs, we intend to invest our cash proceeds in money market funds and government securities, which are exempt from the Investment Company Act but which currently provide a very modest return.

Distribution of cash, if any, to our stockholders could be delayed.

Our Board of Directors effected an initial distribution on April 6, 2004, to our stockholders as of the record date March 31, 2004, and we are currently unable to predict the precise timing of further distributions, if any, pursuant to our wind down. The timing of distributions, if any, will depend on and could be delayed by, among other things, the timing of claim settlements with creditors, if any, and the amounts paid out under warranty claims. Additionally, a creditor could seek an injunction against the making of distributions to our stockholders on the ground that the amounts to be distributed were needed to provide for the payment of our liabilities and expenses. Additionally, we could seek protection from creditors under the federal bankruptcy code. Any action of this type could delay or substantially diminish, or eliminate, the amount available for distribution to our stockholders.

If we fail to create an adequate contingency reserve for payment of our expenses and liabilities, our stockholders could be held liable for payment to our creditors of each such stockholder’s pro rata share of amounts owed to the creditors in excess of the contingency reserve, up to the amount actually distributed to such stockholder.

Following the plan of dissolution ratified and approved by our stockholders on September 30, 2003, we filed a Certificate of Dissolution with the State of Delaware dissolving the Company. Pursuant to the Delaware General Corporation Law, we will continue to exist for three years after the dissolution became effective or for such longer period as the Delaware Court of Chancery shall direct, for the purpose of prosecuting and defending suits against us and enabling us gradually to close our business, to dispose of our property, to discharge our liabilities and to distribute to our stockholders any remaining assets. Under the Delaware General Corporation Law, in the event we fail to create an adequate contingency reserve for payment of our expenses and liabilities during this three-year period, each stockholder could be held liable for payment to our creditors of such stockholder’s pro rata share of amounts owed to creditors in excess of the contingency reserve, up to the amount actually distributed to such stockholder.

However, the liability of any stockholder would be limited to the amounts previously received by such stockholder from us (and from any liquidating trust or trusts) in the dissolution. Accordingly, in such event a stockholder could be required to return all distributions previously made to such stockholder. In such event, a stockholder could receive nothing from us under the plan of dissolution. Moreover, in the event a stockholder has paid taxes on amounts previously received, a repayment of all or a portion of such amount could result in a stockholder incurring a net tax cost if the stockholder’s repayment of an amount previously distributed does not cause a commensurate reduction in taxes payable. There can be no assurance that the contingency reserve established by us will be adequate to cover any expenses and liabilities.

Our stock transfer books closed on the date we filed the certificate of dissolution with the Delaware Secretary of State, after which stockholders are not able to publicly trade our stock.

We closed our stock transfer books and discontinued recording transfers of our common stock at the close of business on the date we filed the Certificate of Dissolution with the Delaware Secretary of State, referred to as the “final record date.” Thereafter, certificates representing our common stock shall not be assignable or

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transferable on our books except by will, intestate succession or operation of law. The proportionate interests of all of our stockholders shall be fixed on the basis of their respective stock holdings at the close of business on the final record date, and, after the final record date, any distributions made by us shall be made solely to the stockholders of record at the close of business on the final record date, except as may be necessary to reflect subsequent transfers recorded on our books as a result of any assignments by will, intestate succession or operation of law.

Threatened litigation could harm our financial position.

As of December 31, 2004, there are no material legal proceedings involving the Company. From time to time however, we have been subject to pending or threatened litigation. While most recent litigation matters have been resolved, future litigation could be costly, and could upon resolution, have a material adverse affect on any estimated distribution to stockholders.

Item 7A. Quantitative and Qualitative Disclosure About Market Risks

The following discusses our exposure to market risk related to changes in interest rates, foreign currency exchange rates and equity prices. This discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results could vary materially as a result of a number of factors including those set forth in “Risk Factors That May Affect Results”.

Interest Rate Risk

Our exposure to market risk related to changes in interest rates is primarily due to our highly liquid investments. The primarily objective of our investment activities is to preserve principal for our stockholders while maximizing yields without significantly increasing risk. Our investments consist primarily of highly liquid investments. At the present time, 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 results of operations by less than $11,000 and $60,000 for the years ended December 31, 2004 and 2003. At December 31, 2004 and 2003, we had $1.4 and $6.1 million, respectively, in cash and cash equivalents.

Foreign Currency Exchange Rate Risk

A high percentage of operations were based in the United States, and, accordingly, the majority of our transactions are denominated in U.S. dollars. Prior to the sale of our assets to Group 1, we did have foreign-based operations where transactions were denominated in foreign currencies and were subject to exchange rate risk with respect to fluctuations in the relative value of currencies. We recorded $0.1 million in unrealized gains due to foreign currency as a result of the sale of our assets. Through December 31, 2003, we had not engaged in foreign currency hedging activities. We had assets of approximately $0.1 million at December 31, 2003 denominated in foreign currencies.

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Item 8. Financial Statements and Supplementary Data

S WIND-UP CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

S Wind-up Corporation:

We have audited the accompanying statement of net assets in liquidation of S Wind-up Corporation (formerly Sagent Technology, Inc.) as of December 31, 2004 and the related statement of changes in net assets in liquidation for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As described in Note 1 to the consolidated financial statements, the stockholders of Sagent Technology, Inc. approved a plan of liquidation on September 30, 2003, and the Company commenced liquidation shortly thereafter. As a result, the Company has changed its basis of accounting for periods subsequent to September 30, 2003, from the going-concern basis to the liquidation basis. Also on September 30, 2003, Sagent Technology, Inc. changed its name to S Wind-up Corporation.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets in liquidation of S Wind-up Corporation as of December 31, 2004, and the changes in net assets in liquidation for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Burr, Pilger & Mayer LLP

Palo Alto, California

March 24, 2005

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

S Wind-up Corporation

We have audited the accompanying consolidated statement of net assets in liquidation of S Wind-up Corporation (formerly Sagent Technology, Inc. and subsidiaries) (the “Company”) as of December 31, 2003 and the related consolidated statement of changes in net assets in liquidation and stockholders’ equity for the period from October 1, 2003 to December 31, 2003. We have also audited the consolidated statements of operations, stockholders’ equity and comprehensive loss, and cash flows for the period from January 1, 2003 to September 30, 2003 and for the year in ended December 31, 2002. Our audit also included the consolidated financial statement schedule for the period from January 1, 2003 to September 30, 2003 and the year ended December 31, 2002. The consolidated financial statements and consolidated financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements and consolidated financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 1 to the consolidated financial statements, the stockholders of the Company approved a plan of liquidation on September 30, 2003, and the Company commenced liquidation shortly thereafter. As a result, the Company has changed its basis of accounting for periods subsequent to September 30, 2003, from the going concern basis to the liquidation basis.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the net assets in liquidation of S Wind-up Corporation as of December 31, 2003, the changes in net assets in liquidation for the period from October 1, 2003 to December 31, 2003, and the results of their operations and cash flows for the period from January 1, 2003 to September 30, 2003, and for the year period ended December 31, 2002, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related consolidated financial statement schedule for the period January 1, 2003 to September 30, 2003, and for the year ended December 31, 2002, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

KPMG LLP

Mountain View, California

March 8, 2004

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S WIND-UP CORPORATION

STATEMENTS OF NET ASSETS IN LIQUIDATION

(In thousands)

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

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S WIND-UP CORPORATION

STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION

(In thousands)

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

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S WIND-UP CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

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

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S WIND-UP CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS

Periods from October 1, 2003 to December 31, 2003, January 1 to September 30, 2003 and year ended December 31, 2002

(In thousands)