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: March 31, 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 (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 March 31, 2003 ITEM 1. FINANCIAL STATEMENTS AGE RESEARCH, INC. BALANCE SHEET (Unaudited) March 31, 2003 ASSETS Current Assets Cash $ 552 Accounts Receivable 1,088 ----------- Total Current Assets 1,640 ----------- Property and Equipment, net of accumulated depreciated of $7,354 - ----------- TOTAL ASSETS $ 1,640 =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable and Accrued Expenses $ 10,520 Officer's loan 9,700 ----------- Total Current Liabilities 20,220 ----------- Stockholders' Deficit 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 (823,604) ----------- Total Stockholders' Deficit (18,580) ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,640 =========== See notes to interim unaudited financial statements. AGE RESEARCH, INC. STATEMENTS OF OPERATIONS (Unaudited) For the three months ended March 31, 2003 2002 ------------- -------------- SALES $ 2,182 $ 3,073 ------------- -------------- COSTS AND EXPENSES Cost of Goods Sold 330 459 Selling, General and Administrative Expenses 3,628 5,184 ------------- -------------- 3,958 5,643 ------------- -------------- OPERATING (LOSS) (1,776) (2,570) INTEREST EXPENSE (138) (92) ------------- -------------- NET(LOSS) BEFORE TAXES (1,914) (2,662) PROVISION FOR INCOME TAXES 800 800 ------------- -------------- NET (LOSS) $ (2,714) $ (3,462) ============= ============== EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED $ (0.00) $ (0.00) ============= ============== WEIGHTED AVERAGE NUMBER OF SHARES 67,884,301 67,259,301 ============= ============== See notes to interim unaudited financial statements. AGE RESEARCH, INC. STATEMENTS OF CASH FLOWS (Unaudited) For the three months ended March 31, 2003 2002 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ (2,714) $ (3,462) Adjustment to reconcile net income to net cash provided by operating activities: (Increase) Decrease in: Accounts Receivable (336) (931) Inventory - 104 Increase (Decrease)in: Income Taxes Payable 2,091 3,191 ------------- -------------- Net Cash Flows (Used in) Operating Activities (959) (1,098) ------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES - - ------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Officer's Loan 1,200 - ------------- -------------- Net Cash Flows Provided by Financing Activities 1,200 - ------------- -------------- NET INCREASE(DECREASE) IN CASH 241 (1,098) CASH AT BEGINNING OF PERIOD 310 1,823 ------------- -------------- CASH AT END OF PERIOD $ 552 $ 725 ============= ============== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Income Taxes Paid $ - $ - ============= ============== See notes to interim unaudited financial statements. AGE RESEARCH, INC. NOTES TO INTERIM 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: The financial information at March 31, 2003 and for the three months ended March 31, 2003 and 2002 is audited but includes all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial information set forth herein, in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the instructions to Form 10-QSB. Accordingly, such information does not include all of the information and footnotes required by U.S. GAAP for annual financial statements. For further information refer to the Financial Statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2002. The results for the three months ended March 31, 2003may not be indicative of results for the year ending December 31, 2003 or any future periods. Net Loss Per Share Basic net loss per share includes no dilution and is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding for the period. Diluted net loss per share does not differ from basic net loss per share due to the lack of dilutive items in the Company. New Accounting Standards: In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51." Interpretation 46 establishes accounting guidance for consolidation of variable interest entities that function to support the activities of the primary beneficiary. Interpretation 46 applies to any business enterprise, both public and private, that has a controlling interest, contractual relationship or other business relationship with a variable interest entity. The Company currently has no contractual relationship or other business relationship with a variable interest entity and therefore the adoption did not have an effect on its consolidated financial position or results of operations. on the Company's financial position or results of operations. 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. AGE RESEARCH, INC. NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS Note 2 - Going Concern (continued) 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. Note 3 - Net Loss per Share 2003 2002 ---------- ---------- Numerator: Net (loss) $ (2,714) $ (3,462) ---------- ---------- Denominator: Weighted average number of shares 68,259,301 67,259,301 ---------- ---------- Loss per share - Basic and Diluted $ (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 March 31, 2003, the balance due to the officer related the purchases was $1,561. The Company also has notes payable to the officer in the amount of $9,700, accruing interest at 6% per annum. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS Results of Operations - --------------------- Three Month Period Ended March 31, 2003 compared to 2002 - -------------------------------------------------------- Revenues. For the three months ended March 31, 2003, our revenues were $2,182, compared to $3,073 for the prior year period. Costs and Expenses. Total operating expenses for three month period ended March 31, 2003 were $3,958 compared to $5,643 for 2002. The net loss for the three months ended March 31, 2003 was $2,714, compared to a net loss of $3,462 for the three month period ended March 31, 2002. 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 March 31, 2002, we had a working capital deficit of $18,580 based on current assets of $1,640 and current liabilities of $20,220. 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 May 1, 2003. (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 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 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: May 15, 2003 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: May 15, 2003 /S/Richard F. Holt Principal Executive Officer Principal Financial Officer