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 ------- AGE RESEARCH, INC. -------------------------------------------------------- (Name of Small Business Issuer in its charter) Delaware 87-0419387 - ------------------------------- ------------------------- (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 -------------------------------------------------------------- (Address of principal executive offices and Zip Code) (800) 597-1970 -------------------------------------------------------------- (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 - ------------------------------ ---------------------------- 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 ----------- Current Assets Cash $ 643 Accounts Receivable 1,782 Inventory 484 ----------- Total Current Assets 2,909 ----------- Property and Equipment Furniture and Fixtures 5,560 Machinery and Equipment 1,794 ----------- 7,354 Less: Accumulated Depreciation (7,321) ----------- Total Property and Equipment 33 ----------- TOTAL ASSETS $ 2,942 =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable and Accrued Expenses $ 5,398 Officers' Loan 5,000 ----------- Total Current Liabilities 10,398 ----------- 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) ----------- Total Stockholders' Deficit (7,456) ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,942 =========== 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 ---------- ---------- ---------- ---------- SALES $ 2,208 $ 3,643 $ 4,330 $ 7,232 COST OF SALES 351 2,972 692 3,575 ---------- ---------- ---------- ---------- GROSS PROFIT 1,875 671 3,638 3,657 OPERATING EXPENSES 2,458 4,393 8,910 6,454 ---------- ---------- ---------- ---------- LOSS FROM OPERATIONS (601) (3,722) (5,272) (2,797) OTHER INCOME 29 16 83 170 ---------- ---------- ---------- ---------- NET LOSS BEFORE TAXES (572) (3,706) (5,189) (2,627) PROVISION FOR INCOME TAXES 0 0 800 800 ---------- ---------- ---------- ---------- NET LOSS $ (572) (3,706) (5,989) (3,427) ========== ========== ========== ========== LOSS PER SHARE - BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00) ========== ========== ========== ========== WEIGHTED AVERAGE NUMBER OF SHARES 67,259,301 67,259,301 67,259,301 65,601,776 ========== ========== ========== ==========
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 ------------- ---------------- 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 ------------- --------------- Net Cash Used in Operating Activities (6,180) (220) ------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES - - ------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Officers' Loan 5,000 - ------------- --------------- Net Cash Provided by Financing Activities 5,000 - ------------- --------------- NET DECREASEIN CASH (1,180) (220) CASH AT BEGINNING OF PERIOD 1,823 1,015 ------------- --------------- CASH AT END OF PERIOD $ 643 $ 795 ============= =============== SUPPLEMENTARY DISCLOSURES: Interest Paid $ - $ - ============= =============== Income Taxes $ 800 $ - ============= =============== 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 - ----------------------------------- 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 ---------- ---------- ---------- ---------- Numerator: Net Loss $ (572) $ (3,706) $ (5,989) $ (3,427) ---------- ---------- ---------- ---------- Denominator: Weighted Average Shares 67,259,301 67,259,301 67,259,301 65,601,776 ========== ========== ========== ========== Basic and Diluted Net Loss Per Share $ (0.00) $ (0.00) $ (0.00) $ (0.00) ========== ========== ========== ==========
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 - --------------------------------------------------------- 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 - --------------------- 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 - ---------------------------------------------------------------- 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 - ------------------------------- 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. --------- Exhibit 27. Financial Data Schedule (b) Reports on Form 8-K. -------------------- 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