As filed with the Securities and Exchange Commission on July 28, 1999 Registration No. 0-26285 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-SB AMENDMENT NO. 1 GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS Under Section 12(b) or (g) of the Securities Exchange Act of 1934 AGE RESEARCH, INC. ---------------------------------------------- (Name of Small Business Issuer in its Charter) Delaware 87-0419387 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 31103 Rancho Viejo Road, #2102, San Juan Capistrano, CA 92675 -------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Issuer's telephone number: (800) 597-1970 -------------- Securities to be registered under Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered N/A N/A --- --- Securities to be registered under Section 12(g) of the Act: Common Stock, par value $0.001 per share ------------------------------------------ (Title of Class) ============================================================================== ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS Results of Operations - --------------------- Since December 1987, the Registrant has marketed its RejuvenAge products to physicians practicing skin therapy medical specialities. The RejuvenAge products are non-prescription skin care products that do not contain Retin-A or any other precription drug. In addition to the RejuvenAge products, the Registrant sells a proprietary moisturizing shaving cream for sensitive or irritated beard conditions called Bladium. The Registrant owns the formulations for both the RejuvenAge and Bladium products. The products are manufactured by independent contractors. In order to increase its profitability and reduce expenses, in fiscal 1998 the Registrant reduced its office expenses to a minimum and eliminated its advertising and salary expenses. Three Months Ended March 31, 1999 compared to March 31, 1998 - ------------------------------------------------------------ Revenues and Costs of Sales. For the three months ended March 31, 1999, the Registrant had revenues of $5,705 with cost of sales of $1,072, or approximately 19% of revenues, for a gross profit of $4,633, compared to the prior year's revenues of $5,154 with cost of sales of $979, or approximately 19% of revenues, for a gross profit of $4,175. Management believes that the flat showing in sales volume is due primarily to no significant increase in advertising due to lack of working capital. General and Administrative Expense. Total operating expenses for the three month period ended March 31, 1999 were $2,494 compared to $4,020 for 1998, with substantial savings in legal, professional, and office expenses. The Registrant experienced slight income from operations of $2,139 for the period in 1999, compared to $155 of income from operations for the corresponding period in 1998. Liquidity and Capital Resources - ------------------------------- Historically, the Registrant has financed its operations through a combination of cash flow derived from operations and debt and equity financing. At March 31, 1999, the Registrant had a working capital of $(20,445) based on current assets of $11,612 consisting of cash, $3,187, accounts receivable, $2,668, and inventory, $5,757, and current liabilities of $32,057, consisting of mainly of accounts payable and accrued expenses aggregating $3,277 and interest payable $28,780. Based on its current marketing program and sales, it is clear that the Company will have to increase its sales volume significantly in order to continue operations. At this time, however, the Registrant does not have any working capital to expand its marketing efforts. The Registrant proposes to finance its needs for additional working capital through some combination of debt and equity financing. Given its current financial condition, it is unlikely that the Registrant could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. The most likely method available to the Registrant would be the private sale of its securities. There can be no assurance that the Registrant will be able to obtain such additional funding as needed, or that such funding, if available, can be obtained on terms acceptable to the Registrant. PART F/S FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The unaudited financial statements include the accounts of the Registrant and include all adjustments (consisting of normal recurring items) which are, in the opinion of management, necessary to present fairly the financial position as of March 31, 1999 and the statement of income and accumulated deficit and cash flows for the three months ended March 31, 1999 and 1998. AGE RESEARCH, INC. BALANCE SHEET March 31, 1999 and 1998 (UNAUDITED) ASSETS 1999 1998 ---------- ---------- Current Assets Cash in bank $ 3,187 $ 3,431 Accounts receivable 2,668 2,891 Inventory 5,757 6,291 ---------- ---------- Total Current Assets 11,612 12,613 ---------- ---------- Property and Equipment Furniture & fixtures 5,560 5,560 Machinery & equipment 1,794 1,794 ---------- ---------- 7,354 7,354 Accumulated depreciation (6,789) (6,431) ---------- ---------- Net Property and Equipment 565 923 ---------- ---------- TOTAL ASSETS $ 12,177 $ 13,536 ========== ========== AGE RESEARCH, INC. BALANCE SHEET March 31, 1999 and 1998 (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1998 ---------- ---------- Current Liabilities Accounts payable $ 749 $ 3,104 Sales taxes payable 128 157 Interest payable 28,780 21,819 Income taxes payable 2,400 1,600 ---------- ---------- Total Current Liabilities 32,057 26,680 ---------- ---------- Other Liabilities Notes payable - stockholders 96,602 100,602 ---------- ---------- Total Liabilities 128,659 127,282 ---------- ---------- Stockholders' Equity: Common stock, $.001 par value; 150,000,000 shares authorized; 63,944,252 shares issued and outstanding in 1999 and 60,694,251 in 1998 63,944 60,694 Paid in capital 600,977 591,227 Stock subscriptions receivable (7,500) - Accumulated deficit (773,903) (765,667) ---------- ---------- Total stockholders' Equity (Deficit) (116,482) (113,746) ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 12,177 $ 13,536 ========== ========== AGE RESEARCH, INC. STATEMENT OF INCOME AND ACCUMULATED DEFICIT For the three months ended March 31, 1999 and 1998 1999 1998 ------------- --------------- SALES $ 5,705 $ 5,154 ------------- --------------- COST OF SALES 1,072 979 ------------- --------------- GROSS PROFIT 4,633 4,175 ------------- --------------- OPERATING EXPENSES - (Exhibit A) 2,494 4,020 ------------- --------------- INCOME FROM OPERATIONS 2,139 155 ------------- --------------- OTHER INCOME (EXPENSES) Other income - 1,800 Interest expense (1,720) (1,800) ------------- --------------- Total Other Income (Expenses) (1,720) - ------------- --------------- INCOME (LOSS) BEFORE TAX PROVISION 419 155 ------------- --------------- PROVISION FOR TAX 800 800 ------------- --------------- NET INCOME (LOSS) (381) (645) ACCUMULATED DEFICIT Beginning Balance (772,210) (765,022) Prior year adjustments (1,312) - ------------- --------------- ACCUMULATED DEFICIT Ending Balance $ (773,903) $ (765,667) ============= =============== AGE RESEARCH, INC. EXHIBIT A Schedule to the Statement of Income and Accumulated Deficit For the three months ended March 31, 1999 and 1998 1999 1998 OPERATING EXPENSES ------------- ---------------- Bank charges $ 30 $ 342 Insurance - 471 Tax & license - 35 Legal and Professional - 500 Office expense - 22 Outside Services - 240 Penalties 192 369 Postage & freight 550 353 Rent 702 700 Telephone 159 386 Depreciation 90 90 Shareholder expense 196 10 Miscellaneous 575 502 ------------- ---------------- TOTAL OPERATING EXPENSES $ 2,494 $ 4,020 ============= ================ AGE RESEARCH, INC. STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 1999 and 1998 1999 1998 ------------- ---------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ (381) $ (645) Adjustment to reconcile net income (loss) to net cash provided by operations Depreciation 90 90 Prior year adjustment (1,312) - (Increase) decrease in accounts receivable (166) 21 (Increase) decrease in inventory 1,072 979 (Decrease) increase in accounts payable (1,900) 1,196 (Decrease) increase in sales taxes payable (452) (24) (Decrease) increase in interest payable 1,720 1,800 (Decrease) increase in income taxes payable 1,600 - ------------- --------------- Net Cash Provided by Operating Activities 271 3,417 ------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES Net Cash Provided by Investing Activities - - ------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES Payments of notes payable - (2,000) ------------- --------------- Net Cash Provided (Used) by Financing Activities - (2,000) ------------- --------------- NET INCREASE IN CASH 271 1,417 CASH AT BEGINNING OF PERIOD 2,916 2,014 ------------- --------------- CASH AT END OF PERIOD $ 3,187 $ 3,431 ============= =============== SUPPLEMENTARY DISCLOSURES: Cash paid for: Interest $ - $ - ============= =============== Income taxes $ - $ 800 ============= =============== AGE RESEARCH, INC. NOTES OF FINANCIAL STATEMENTS For the Three Months ended March 31, 1999 and 1998 NOTE 1 - GENERAL Age Research, Inc. ("the Company"), fka Volt Research, Inc., was incorporated under the laws of Utah on July 10, 1984. In April, 1987, the Company changed its name to Age Research, Inc., and changed its state of domicile to Delaware. Age Research, Inc. produces and sells a line of premium skin care products to physicians and mail order. The Company has developed its own line of dermatologist-formulated skin care products including moisturizers, cleaners, sunscreens, and anti-aging emollients with glycolic acid. The products are sold under the name of RejuvenAge, which is trademarked in U.S. and U.K., and name of Bladium, which is trademarked in U.S.. The trademark in U.K. will be expired in September, 2006. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company uses the accrual basis of accounting for financial and tax reporting in accordance with generally accepted accounting principles. Use of estimates In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from these estimates. Revenue Recognition Revenue from sales is recognized when the products are delivered and accepted by the customers. Accounts Receivable The Company has not established an allowance for doubtful accounts and does not use reserve method for recognizing bad debts. Bad debts are treated as direct write-offs in the period management determines that collection is not probable. Bad debt expense for years ended December 31, 1998 and 1997 was $632 and $585, respectively. Inventories Inventories consist of products already packaged and ready for shipments to customers, and are stated at cost, using the first-in, first-out method. Property and Equipment Property and Equipment are stated at cost. Depreciation is computed over their estimated useful lives using straight-line method for financial reporting, and accelerated methods for tax reporting, therefore, temporary differences exist. Expenditures for major renewals and betterment that extend the useful lives of the assets are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. AGE RESEARCH, INC. NOTES OF FINANCIAL STATEMENTS For The Three Months Ended March 31, 1999 and 1998 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Statement of Cash Flows The Company prepares its statement of cash flows using the indirect method as defined under Financial Accounting Standards Board Statement No. 95. For purposes of the statements of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. Income Taxes The Company accounts income taxes in accordance with Financial Accounting standards Board Statement No. 109. Reclassification Certain reclassification have been made to the 1997 financial statements to conform with the 1998 financial statement presentation. Such reclassification had no effect on net loss as previously reported. NOTE 3 - SUBSIDIARY The Company has a wholly-owned subsidiary, Evergreen Skin Care Centers of America, Inc. which is inactive with no assets and liabilities, and has no activity either in 1998 or 1997. NOTE 4 - A LIMITED PARTNERSHIP The Company is the general partner of a limited partnership named as RejuvanAge Spa Treatments Glen Ivy/Age Research Santa Monica Cart. The partnership was terminated under mutual consent of the partners on December 31, 1994. In 1997, the Company wrote-off the loan receivable from the partnership of $1,858, and included an accrual of $1,600 of the Partnership's state franchise tax. The Company reversed this accrual in 1998. NOTE 5 - GOING CONCERN The accompanying financial statements are presented on the basis that the Company is going concerns. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. As shown in the accompanying financial statements, the Company incurred net losses of $381 and $645 for the three month periods ended March 31, 1999 and 1998, respectively, and as of March 31, 1999, the Company had a working capital deficiency of $20,445 and a negative net worth of $116,389. Management is currently involved in active negotiations to obtain additional financing and actively increasing marketing efforts to increase revenues. The Company continued existence depends on its ability to meet its financing requirements and the success of its future operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. AGE RESEARCH, INC. NOTES OF FINANCIAL STATEMENTS For The Three Months Ended March 31, 1999 and 1998 NOTE 6 - YEAR 2000 The Company believes that it has identified each of its computer systems that will require modifications to enable it to perform satisfactorily on and after January 1, 2000. The financial impact of making such modifications to the Company's systems is not expected to be material to the Company's financial position or results of operations. In addition, the Company is currently corresponding with vendors that provide products and systems to the Company in order to determine if such products and systems will be required to be upgraded or replaced. Although management believes the Company has an adequate program in place to address the year 2000 issue, the costs of upgrades to, or replacements of, its purchased products or systems has not been determined and there can be no assurance that the program will ultimately be successful. PART III ITEM 1. INDEX TO EXHIBITS Copies of the following documents are included as exhibits to this Amendment No. 1 to Form 10SB pursuant to Item 601 of Regulation SB. SEC Exhibit Reference No. No. Title of Document - ------- --------- ----------------- 1 27 Financial Data Schedule ITEM 2. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized. Age Research, Inc. [Registrant] Dated: July 27, 1999 By:/S/Richard F. Holt, President