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: September 30, 1999 [ ] 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 63,944,251 - ------------------------------ ---------------------------- Title of Class Number of Shares Outstanding as of September 30, 1999 ITEM 1. FINANCIAL STATEMENTS AGE RESEARCH, INC. BALANCE SHEET September 30, 1999 and September 30, 1998 (Unaudited) ASSETS 1999 1998 ----------- ----------- Current Assets Cash in bank $ 1,239 $ 3,263 Accounts Receivable 2,146 2,065 Inventory 6,460 8,007 ----------- ----------- Total Current Assets 9,845 13,335 ----------- ----------- Property and Equipment Furniture & Fixtures 5,560 5,560 Machinery & Equipment 1,794 1,794 ----------- ----------- 7,354 7,354 Accumulated Depreciation (6,969) (6,611) ----------- ----------- Net Property and Equipment 385 743 ----------- ----------- TOTAL ASSETS $ 10,230 $ 14,078 =========== =========== The accompanying footnotes are an integral part of these financial statements. AGE RESEARCH, INC. BALANCE SHEET September 30, 1999 and September 30, 1998 (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1998 ----------- ---------- Current Liabilities Accounts Payable $ 1,850 $ 6,012 Sales Taxes Payable 377 408 Interest Payable 32,220 25,341 Income Taxes Payable 800 1,600 ---------- ---------- Total Current Liabilities 35,247 33,361 ---------- ---------- Other Liabilities Notes payable - Stockholders 96,602 97,602 ---------- ---------- Total Liabilities 131,849 130,963 ---------- ---------- Stockholders' Equity Common stock, $.001 par value, 150,000,000 shares authorized and 63,944,251 shares issued and outstanding in 1999 and 60,694,251 in 1998 63,944 60,644 Paid-in Capital 600,977 600,977 Stocks Subscription Receivable - (10,000) Accumulated Deficits (786,540) (771,806) ---------- ---------- Total Stockholders' Equity (121,619) (116,885) ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 10,203 $ 14,078 ========== ========== The accompanying footnotes are an integral part of these financial statements. AGE RESEARCH, INC. STATEMENT OF INCOME AND ACCUMULATED DEFICIT For the six months ended September 30, 1999 and September 30, 1998 (Unaudited) 1999 1998 ------------- ---------------- SALES $ 14,880 $ 14,062 COST OF SALES 4,342 2,125 ------------- ---------------- GROSS PROFIT 10,538 11,937 OPERATING EXPENSES 17,596 14,399 ------------- ---------------- INCOME (LOSS) FROM OPERATIONS (7,058) (2,462) ------------- ---------------- OTHER INCOME (EXPENSES) Other Income - 1,800 Interest Expenses (5,160) (5,322) ------------- ---------------- Total Other Income (Expenses) (5,160) (3,522) ------------- ---------------- INCOME (LOSS) BEFORE TAX PROVISION (12,218) (5,984) PROVISION FOR TAX 800 800 ------------- ---------------- NET INCOME (LOSS) (13,018) (6,784) ACCUMULATED DEFICIT - Beginning Beginning Balance (772,210) (765,022) Prior year adjustments (1,312) - ------------- ---------------- ACCUMULATED DEFICIT - Ending $ (786,540) $ (771,806) ============= ================ LOSS PER SHARE $ (0.00) $ (0.00) ============= ================ WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 63,944,251 60,694,251 ============= ================ The accompanying notes are an integral part of these financial statements. AGE RESEARCH, INC. STATEMENTS OF CASH FLOWS For the nine months ended September 30, 1999 and September 30, 1998 (Unaudited) 1999 1998 ------------- ---------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ (13,018) $ (6,784) Adjustment to reconcile net income (loss) to net cash provided by operations Depreciation 269 279 Prior year adjustment (1,312) - (Increase) decrease in accounts receivable 357 847 (Increase) decrease in inventory 369 (737) (Decrease) increase in accounts payable (799) 4,105 (Decrease) increase in sales taxes payable (203) 227 (Decrease) increase in interest payable 5,160 5,322 (Decrease) increase in income taxes payable - - ------------- ---------------- Net Cash Provided (Used) by Operating Activities (9,177) 3,249 ------------- ---------------- CASH FLOWS FROM INVESTING ACTIVITIES Net Cash Provided (Used) by Investing Activities - - ------------- ---------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of stock 7,500 3,000 Payment of notes payable - (4,000) ------------- ---------------- Net Cash Provided (Used) by Financing Activities 7,500 (2,000) ------------- ---------------- NET INCREASE IN CASH (1,677) 1,249 CASH - Beginning of Period 2,916 2,014 ------------- ---------------- CASH - End of Period $ 1,239 $ 3,263 ============= ================ SUPPLEMENTARY DISCLOSURES: Cash paid for: Interest Paid $ 0 $ 0 ============= ================ Income Taxes $ 1,600 $ 800 ============= ================ The accompanying notes are an integral part of these financial statements. AGE RESEARCH, INC. NOTES OF FINANCIAL STATEMENTS For The Nine Months Ended September 30, 1999 and 1998 NOTE 1 - GENERAL In the opinion of the Company's management, the accompanying unaudited financial statements contain all normal recurring adjustments necessary to present fairly the Company's financial position for the interim period. Results of operations for the nine months ended September 30, 1999 and 1998, are not necessarily indicative of results to be expected for the full fiscal year ending December 31, 1999. The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for annual financial statements. Although the Company believes that the disclosures in these unaudited financial statements are adequate to make the information present for the interim periods not misleading, certain information and footnote information normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS Results of Operations - --------------------- General - ------- 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. Nine Month Period Ended September 30, 1999 compared to 1998 - ----------------------------------------------------------- Revenues and Costs of Sales. For the nine month period ended September 30, 1999, the Registrant had revenues of $14,880 with cost of sales of $4,342, or approximately 29% of revenues, for a gross profit of $10,538, compared to the prior year's revenues of $14,062 with cost of sales of $2,125, or approximately 15% of revenues, for a gross profit of $11,937. General and Administrative Expense. Total operating expenses for nine month period ended September 30, 1999 were $17,596 compared to $14,399 for 1998. The Company has incurred additional legal and professional fees during the period associated the preparing and filing its general form of Registration Statement on Form 10SB with the Securities and Exchange Commission during the reporting period in 1999 and responding to the Commissions comments related to such filing. The loss from operations for the nine month period ended September 30, 1999 was $(7,058) compared to $(2,462) for the same period in 1998. Net loss before taxes was $(12,218) for the nine month period ended September 30, 1999, after taking into account interest expense of $5,160. Net loss before taxes was $(3,522) for the same period in 1998, after taking into account other income of $1,800 and interest expenses of $5,322. Net loss after taxes was $(13,018) and $(6,784), for the respective periods in 1999 and 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 September 30, 1999, the Registrant had a working capital of $(25,402) based on current assets of $9,845 and current liabilities of $35,247. 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 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. [Registrant] Dated: November 5, 1999 By:/S/Richard F. Holt, President