SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB/A
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended: June 30, 2003
[ ] 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 incorporation or organization) |
(I.R.S. Employer I.D. No.) |
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 |
81,759,301 |
Title of Class |
Number of Shares Outstanding as of June 30, 2003 |
PART
II - - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 28, 2003, we filed a preliminary information statement in which notice was given that certain actions will be taken pursuant to the written consent of a majority of our stockholders, dated May 28, 2003, in lieu of a special meeting of the stockholders to approve the acquisition of The Varsity Group, Inc. and amend our certificate of incorporation to change our corporate name, increase the authorized number of shares of common stock, and effectuate a reverse stock split. On February 25, 2004, we filed a Form 8-K with the Securities and Exchange Commission announcing that, in a letter dated February 20, 2004, we formally notified The Varsity Group that we have withdrawn our offer set forth in the Agreement of May 22, 2003 to acquire The Varsity Group due to the extraordinary time required to complete the transaction as well as the most current financial condition of The Varsity Group. Subsequently, we have filed amendments to the preliminary information statement on April 2 and April __, 2004, which provide notice that certain actions will be taken pursuant to the written consent of a majority of our stockholders, dated March 24, 2004, in lieu of a special meeting of the stockholders, to approve an increase in the authorized number of shares of our common stock and to effectual a reverse stock split.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
31.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) ( Section 302 of the Sarbanes-Oxley Act of 2002)
32.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.ss.1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
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.
Dated: April 21, 2004 Age Research, Inc.
/s/ Richard F. Holt
By: Richard F. Holt
President, Chief Executive Officer &
Chief Financial Officer