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, 2002
[ ] 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 68,759,301
- ------------------------------ ----------------------------
Title of Class Number of Shares Outstanding
as of September 30, 2002
ITEM 1. FINANCIAL STATEMENTS
To the Board of Directors and Stockholders
Age Research, Inc.
San Juan Capistrano, California
We have reviewed the accompanying balance sheet of Age Research, Inc. as of
September 30, 2002, and the related statements of operations for three and
nine months ended September 30, 2002 and 2001, and the related statements of
cash flows for the nine months ended September 30, 2002 and 2001, in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of
the management of Age Research, Inc.
A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than
an audit, in accordance with generally accepted auditing standards, the
objectives of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to
be in conformity with accounting principles generally accepted in the United
States.
As discussed in the Note 2 to the financial statements, certain conditions
indicate the Company may be unable to continue as a going concern. The
accompanying financial statements do not include any adjustments to the
financial statements that might be necessary should the Company be unable to
continue as a going concern.
/s/Spector & Wong, LLP
Spector & Wong, LLP
Pasadena, California
October 28, 2002
AGE RESEARCH, INC.
BALANCE SHEET (Unaudited)
September 30, 2002
ASSETS
2002
-----------
Current Assets
Cash $ 2,048
Accounts Receivable 1,052
Inventory 17
-----------
Total Current Assets 3,117
-----------
Property and Equipment
Furniture and Fixtures 5,560
Machinery and Equipment 1,794
-----------
7,354
Less: Accumulated Depreciation (7,354)
-----------
Total Property and Equipment -
-----------
TOTAL ASSETS $ 3,117
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses $ 6,399
Officers' Loan 8,500
-----------
Total Current Liabilities 14,899
-----------
Stockholders' Equity
Common stock, $.001 par value, 100,000,000
shares authorized, 68,759,301 shares issued
and outstanding 68,759
Paid-in Capital 736,264
Accumulated Deficit (816,805)
-----------
Total Stockholders' Deficit (11,782)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,117
===========
See notes to interim unaudited financial statements.
AGE RESEARCH, INC.
STATEMENTS OF OPERATIONS (Unaudited)
For Three Months Ended For Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
---------- ---------- ---------- ----------
SALES $ 1,670 $ 820 $ 6,632 $ 5,150
COST OF SALES 249 96 973 788
---------- ---------- ---------- ----------
GROSS PROFIT 1,421 724 5,659 4,362
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 3,012 1,485 12,078 10,395
---------- ---------- ---------- ----------
OPERATING (LOSS) (1,591) (761) (6,419) (6,033)
OTHER INCOME (EXPENSE) (128) 12 (330) 95
---------- ---------- ---------- ----------
NET INCOME (LOSS) BEFORE TAXES (1,719) (749) (6,749) (5,938)
PROVISION FOR INCOME TAXES - - 800 800
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (1,719) (749) (7,549) (6,738)
========== ========== ========== ==========
INCOME (LOSS)
PER SHARE - BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES 68,259,301 67,259,301 67,592,634 67,259,301
========== ========== ========== ==========
See notes to interim unaudited financial statements.
AGE RESEARCH, INC.
STATEMENTS OF CASH FLOWS (Unaudited)
For the Nine Months Ended
2001 2000
------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $ (7,549) $ (6,738)
Adjustment to reconcile net income to
net cash provided by operating
activities:
Depreciation - 49
(Increase) Decrease in:
Accounts Receivable (123) 1,051
Inventory 236 788
Increase (Decrease) in:
Accounts Payable and Accrued Expenses (2,286) (1,764)
------------- ---------------
Net Cash provided by (used in)
Operating Activities (9,722) (6,614)
------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES - -
------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 7,500 -
Proceeds from Officers' Loan 2,300 5,000
------------- ---------------
Net Cash Provided by Financing Activities 9,800 5,000
------------- ---------------
NET INCREASE (DECREASE) IN CASH 78 (1,614)
CASH AT BEGINNING OF PERIOD 1,970 1,823
------------- ---------------
CASH AT END OF PERIOD $ 2,048 $ 209
============= ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Income Taxes Paid $ 800 $ 800
============= ===============
See notes to interim unaudited financial statements.
AGE RESEARCH, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 1 - Nature of Business and Summary of Significant Accounting Policies
Nature of Business Age Research, Inc. (the "Company") 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 United States and United Kingdom, and name of Bladium, which is
trademarked in United States. The trademark in United Kingdom will be expired
in September 2006.
Presentation of Interim Information In the Opinion of the management of the
Company, the accompanying unaudited financial statements include all normal
adjustments considered necessary to present fairly the financial position as
of September 30, 2002, and the results of operations for the three and nine
months ended September 30, 2002 and 2001 and cash flows for the nine months
ended September 30, 2002 and 2001. 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, 2001.
New Accounting Standards: In June 2002, the Financial Accounting Standards
Board (FASB) issued Statement No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities." The standard requires companies to recognize
costs associated with exit or disposal activities when they are incurred
rather than at the date of a commitment to an exit or disposal plan. Examples
of costs covered by the standard include lease termination costs and certain
employee severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal activity.
Previous accounting guidance provided by Emerging Issues Task Force (EITF)
Issue No. 94-3, "Liability Recognition for Certain employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring) is replaced by this Statement. Statement 146 is to be
applied prospectively to exit or disposal activities initiated after December
31, 2002. Management does not anticipate that the adoption of this Statement
will have a significant effect on the Company's financial statements.
In April 2002, FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
This Statement updates, clarifies and simplifies existing accounting
pronouncements. The provisions of this Statement related to the rescission of
Statement No. 4 are to be applied for fiscal years beginning after May 15,
2002. Any gain or loss on extinguishment of debt that was classified as an
extraordinary item in prior periods presented that does not meet the criteria
in Opinion No. 30 for classification as an extraordinary item should be
reclassified. Provisions of the Statement related to the amendment of
Statement No. 13 should be applied for transactions occurring after May 15,
2002, and all other provisions should be applied for financial statements
issued on or after May 15, 2002. Management does not anticipate that the
adoption of this Statement will have a significant effect on the Company's
financial statements.
AGE RESEARCH, INC.
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
Note 2 - Going Concern
The Company's financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. In the near
term, the Company expects operating costs to continue to exceed funds
generated from operations. As a result, the Company expects to continue to
incur operating losses and may not have enough money to grow its business in
the future. The Company can give no assurance that it will achieve
profitability or be capable of sustaining profitable operations. As a result,
operations in the near future are expected to continue to use working capital.
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.
The Company has generated approximately $7,500 in additional operating capital
through sales of its common stock during August 2002.
Note 3 - 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 was
$0.00 for all periods for the three and nine months ended June 30, 2002 and
2001. Diluted net loss per share is the same as basic net loss per share due
to the lack of dilutive items in the Company.
Three Months ended Nine Months ended
September 30, September 30,
2002 2001 2002 2001
---------- ---------- ---------- ----------
Numerator:
Net (Loss) $ (1,719) $ (749) $ (7,549) $ (6,738)
---------- ---------- ---------- ----------
Denominator:
Weighted Average Number of Shares 68,259,301 67,259,301 67,592,634 67,259,301
========== ========== ========== ==========
Loss per share - Basic and Diluted $ (0.00) $ 0.00 $ (0.00) $ (0.00)
========== ========== ========== ==========
Note 4 - Segment Information
SFAS No. 131 "Disclosures about Segments of an Enterprise and Related
Information" requires that a publicly traded 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 5 - Related Party Transactions
An officer is currently making payments to purchase inventory on behalf of the
Company. As of September 30, 2002, the balance due to the officer related the
purchases was $960. The Company also has notes payable to the officer in the
amount of $8,500, accruing interest at 6% per annum.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Cautionary Statement Regarding Forward-looking Statements
- ---------------------------------------------------------
This report may contain "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
- ---------------------
Three and Nine Months Ended September 30, 2002 compared to September 30, 2001
- ------------------------------------------------------------------
Revenues and Costs of Sales. For the three and nine month periods ended
September 30, 2002, our revenues were $1,670 and $6,632, respectively, with
cost of goods sold of $249 and $973, for a gross profit of $1,421 and $5,659,
respectively. For the three and nine month periods ended September 30, 2001,
our revenues were $820 and $5,150 with cost of goods sold of $96 and $788, for
a gross profit of $724 and $4,362, respectively.
Operating Expenses. Total operating expenses for three and nine month period
ended September 30, 2002 were $3,012 and $12,078, respectively compared to
$1,485 and $10,395 for 2001. The net losses for the three and nine months
ended September 30, 2002 were $1,719 and $6,749, compared to net losses of
$749 and $5,938 for the three and nine month periods ended September 30, 2001.
Liquidity and Capital Resources
- -------------------------------
Historically, we have financed our operations through a combination of cash
flow derived from operations and debt and equity financing. At September 30,
2002, we had a working capital deficit of $11,782 based on current assets of
$3,117 and current liabilities of $14,899.
Based on our current marketing program and sales, it is clear that we will
have to increase our sales volume significantly in order to have profitable
operations. At this time, however, we do not have any working capital to
expand our marketing efforts.
We propose to finance our needs for additional working capital through some
combination of debt and equity financing. Given our current financial
condition, it is unlikely that we 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 us would be the private sale of our
securities. There can be no assurance that we will be able to obtain such
additional funding as needed, or that such funding, if available, can be
obtained on terms acceptable to us.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. We believe our
disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d-
14(c) of the Securities Exchange Act of 1934, as amended) are adequate, based
on our evaluation of such disclosure controls and procedures on October 15,
2002.
(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
We sold a total of 1,500,000 shares of our restricted common stock in
August 2002 to our president, Richard Holt (1,000,000 shares) and a
shareholder (500,000) at a price of $0.005 per share for aggregate proceeds of
$7,500. The shares issued in the foregoing transaction were issued in
reliance on the exemption from registration and prospectus delivery
requirements of the Act set forth in Section 3(b) and/or Section 4(2) of the
Securities Act and the regulations promulgated thereunder.
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 99 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(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: November 14, 2002 By:/S/Richard F. Holt, President
(Chief Executive and Financial Officer)
CERTIFICATIONS
I, Richard F. Holt, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Age Research, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function);
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether of not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 14, 2002 /S/Richard F. Holt
Principal Executive Officer
Principal Financial Officer