SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarter Ended: June 30, 2001
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition Period from _____________ to ____________
Commission File Number: 0-26285
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AGE RESEARCH, INC.
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(Name of Small Business Issuer in its charter)
Delaware 87-0419387
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(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
31103 Rancho Viejo Road, #2102, San Juan Capistrano, CA 92675
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(Address of principal executive offices and Zip Code)
(800) 597-1970
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, Par Value $0.001 67,259,301
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Title of Class Number of Shares Outstanding
as of June 30, 2001
ITEM 1. FINANCIAL STATEMENTS
AGE RESEARCH, INC.
BALANCE SHEET (Unaudited)
June 30, 2001
ASSETS
2001
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Current Assets
Cash $ 643
Accounts Receivable 1,782
Inventory 484
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Total Current Assets 2,909
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Property and Equipment
Furniture and Fixtures 5,560
Machinery and Equipment 1,794
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7,354
Less: Accumulated Depreciation (7,321)
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Total Property and Equipment 33
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TOTAL ASSETS $ 2,942
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses $ 5,398
Officers' Loan 5,000
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Total Current Liabilities 10,398
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Stockholders' Equity
Common stock, $.001 par value, 100,000,000
shares authorized, 67,259,301 shares issued
and outstanding 67,259
Paid-in Capital 730,264
Accumulated Deficit (804,979)
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Total Stockholders' Deficit (7,456)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,942
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The accompanying notes are an integral part of these financial statements.
AGE RESEARCH, INC.
STATEMENTS OF OPERATIONS (Unaudited)
Three Months ended Six Months ended
June 30, June 30,
2001 2000 2001 2000
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SALES $ 2,208 $ 3,643 $ 4,330 $ 7,232
COST OF SALES 351 2,972 692 3,575
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GROSS PROFIT 1,875 671 3,638 3,657
OPERATING EXPENSES 2,458 4,393 8,910 6,454
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LOSS FROM OPERATIONS (601) (3,722) (5,272) (2,797)
OTHER INCOME 29 16 83 170
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NET LOSS BEFORE TAXES (572) (3,706) (5,189) (2,627)
PROVISION FOR INCOME TAXES 0 0 800 800
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NET LOSS $ (572) (3,706) (5,989) (3,427)
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LOSS PER SHARE - BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00)
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WEIGHTED AVERAGE NUMBER OF SHARES 67,259,301 67,259,301 67,259,301 65,601,776
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The accompanying notes are an integral part of these financial statements.
AGE RESEARCH, INC.
STATEMENTS OF CASH FLOWS (Unaudited)
For Six Months Ended
20001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (5,989) $ (3,427)
Adjustment to reconcile net income to
net cash provided by operating
activities
Depreciation 32 115
(Increase) Decrease in:
Accounts Receivable 31 1,302
Inventory 692 3,575
Increase (Decrease) in:
Accounts Payable and Accrued Expenses (946) (2,585)
Income Taxes Payable - 800
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Net Cash Used in Operating Activities (6,180) (220)
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CASH FLOWS FROM INVESTING ACTIVITIES - -
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Officers' Loan 5,000 -
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Net Cash Provided by Financing Activities 5,000 -
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NET DECREASEIN CASH (1,180) (220)
CASH AT BEGINNING OF PERIOD 1,823 1,015
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CASH AT END OF PERIOD $ 643 $ 795
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SUPPLEMENTARY DISCLOSURES:
Interest Paid $ - $ -
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Income Taxes $ 800 $ -
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The accompanying notes are an integral part of these financial statements.
AGE RESEARCH, INC.
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Presentation of Interim Information
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In the opinion of the management of Age Research, Inc. (the "Company"), the
accompanying unaudited financial statements include all normal adjustments
considered necessary to present fairly the financial positions as of June 30,
2001, the results of operations for the three and six months ended June 30,
2001 and 2000, and cash flows for the six months ended June 30, 20010 and
2000. Interim results are not necessarily indicative of results for a full
year.
The financial statements and notes are presented as permitted by Form 10-QSB,
and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended December 31, 2000.
NOTE 2 - NET LOSS PER SHARE
Net loss per share is computed based on the weighted average number of shares
of common stock outstanding during the period. Basic net loss per share for
three and six months ended June 30, 2001 and 2000 was $0.00 for all periods.
Diluted net loss per share is the same as basic net loss per share due to the
lack of dilution items in the Company.
Three Months ended Six Months ended
June 30, June 30,
2001 2000 2001 2000
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Numerator:
Net Loss $ (572) $ (3,706) $ (5,989) $ (3,427)
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Denominator:
Weighted Average Shares 67,259,301 67,259,301 67,259,301 65,601,776
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Basic and Diluted Net Loss Per Share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
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NOTE 3 - SEGMENT INFORMATION
SFAS No. 131 "Disclosures about Segments of an Enterprise and Related
Information" requires that a publicly trade company must disclose information
about its operating segments when it presents a complete set of financial
statements. Since the Company has only one segment; accordingly, detailed
information of the reportable segment is not presented.
NOTE 4 - RELATED PARTY TRANSACTION
As of June 30, 2001, the Company has a balance of $5,000 due to an officer.
The note is unsecured and bears no interest.
AGE RESEARCH, INC.
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS (Continued)
NOTE 5 GOING CONCERN
The accompanying financial statements are presented on the basis that the
Company is a going concern. 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 suffered losses of $5,989 and $3,427 for six months
ended June 30, 2001 and 2000, and as of June 30, 2001, the Company had a
working capital deficiency of $7,489 and a net worth deficit of $7,456.
Management is currently involved in active negotiations to obtain additional
financing and actively increasing marketing efforts to increase revenues. The
Company's continued existence depends on its ability to meet its financial
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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Cautionary Statement Regarding Forward-looking Statements
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This report may contain "forward-looking" statements. The Company is
including this cautionary statement for the express purpose of availing itself
of the protections of the safe harbor provided by the Private Securities
Litigation Reform Act of 1995 with respect to all such forward-looking
statements. Examples of forward-looking statements include, but are not
limited to: (a) projections of revenues, capital expenditures, growth,
prospects, dividends, capital structure and other financial matters; (b)
statements of plans and objectives of the Company or its management or Board
of Directors; (c) statements of future economic performance; (d) statements of
assumptions underlying other statements and statements about the Company and
its business relating to the future; and (e) any statements using the words
"anticipate," "expect," "may," "project," "intend" or similar expressions.
Results of Operations
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Since December 1987, the Company 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 Company 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 Company
reduced its office expenses to a minimum and eliminated its advertising and
salary expenses.
Three and Six Month Periods Ended June 30, 2001 compared to 2000
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Revenues and Costs of Sales. For the three month period ended June 30, 2001,
the Registrant had revenues of $2,208 with cost of sales of $351, or
approximately 15.9% of revenues, for a gross profit of $1,857, compared to the
prior year's revenues for the same period of $3,643 with cost of sales of
$2,972, or approximately 81.6% of revenues, for a gross profit of $671. For
the six month period ended June 30, 2001, the Registrant had revenues of
$4,330 with cost of sales of $692, or approximately 16% of revenues, for a
gross profit of $3,638, compared to the prior year's revenues for the same
period of $7,232 with cost of sales of $3,575, or approximately 49.4% of
revenues, for a gross profit of $3,657. The decrease in sales are directly
attributed to reductions in marketing efforts associated by the Registrant.
General and Administrative Expense. Total operating expenses for three and
six month periods ended June 30, 2001 were $2,458 and $8,910, compared to
$4,393 and $6,454, for the same periods in 2000. The overall increase in
general and administrative expenses during the six month period is attributed
to an increase in legal and professional fees during the current fiscal year
periods as compared to the prior year periods. The net loss from operations
for the three and six month periods ended June 30, 2001 was $572 and $5,989,
respectively, compared to net loss of $3,706 and $3,427 for the corresponding
periods in fiscal year 2000.
Liquidity and Capital Resources
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Historically, the Company has financed its operations through a combination of
cash flow derived from operations and debt and equity financing. At June 30,
2001, the Company had a working capital deficit of $7,489 based on current
assets of $2,909 and current liabilities of $10,398.
The Registrant's accompanying financial statements have been presented on the
basis that the Company is a going concern because the Registrant has an
accumulated deficit of $804,979 at June 30, 2001, which is due to significant
operating losses in past several years. The Registrant's management is
actively seeking additional financing to increase marketing efforts to
increase revenues.
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 Company does not have any significant
working capital to expand its marketing efforts. The Company 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 Company 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 Company would be the private sale of its
securities. There can be no assurance that the Company will be able to obtain
such additional funding as needed, or that such funding, if available, can be
obtained on terms acceptable to the Company.
The Registrant has been relying on the efforts of its President and
controlling shareholder at no charge and does not intend to use any employees,
with the possible exception of part-time clerical assistance on an as-needed
basis. The Registrant is confident that it will be able to operate in this
manner, however, it may need to search for new or alternative business
opportunities in order to continue in operation. Accordingly, since the end of
its most recent period, the Registrant has been exploring alternative business
opportunities. The Registrant does not propose to restrict its search for a
business opportunity to any particular industry or geographical area and may,
therefore, in the future engage in essentially any business in any industry.
Subsequent to June 30, 2001, the Registrant has begun negotiations with an
unrelated entity to acquire certain assets and proprietary technology to the
Registrant in exchange for the issuance of a controlling equity interest in
the Registrant. The specific terms of the proposed transaction are still
under negotiation.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
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Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K.
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None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Age Research, Inc.
Dated: August 14, 2001 By:/S/Richard F. Holt, President