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 classesof 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



     

Table of Contents



Filing Sections


Cover Page
   
1
 
Part I
   
2
 
Financial Statement Item
   
2
 
Financial Statements
   
2
 
Balance Sheet
   
2
 
Income Statement
   
3
 
Cashflow Statement
   
4
 
Financial Footnotes
   
5-7
 
Management Discussion & Analysis
   
8
 
Controls and Procedures
   
8
 
Part II
   
9
 
Legal Proceedings
   
9
 
Changes in Securities
   
9
 
Defaults Upon Securities
   
9
 
Submission to a Vote
   
9
 
Other Information
   
9
 
Exhibits and Reports
   
9
 
List of Exhibits
   
9
 
Signatures
   
9-11
 


 
 
Exhibits


Exhibits
   
10-11
 
Additional Exhibits
   
10-11
 






 











     

 
ITEM 1. FINANCIAL STATEMENTS

AGE RESEARCH, INC.
BALANCE SHEET
June 30, 2003 and December 31, 2002

ASSETS
   
June 30,2003
   
December 31,2002
 
(unaudited)
         
(audited
)
Current Assets
   
 
    
 
  
Cash
 
$
455
 
$
310
 
Accounts Receivable
   
1,043
   
752
 
   
 
 
Total Current Assets
   
1,498
   
1,062
 
   
 
 
Property and Equipment, net of accumulated
   
 
    
 
  
depreciated of $7,354
   
-
   
-
 
   
 
 
TOTAL ASSETS
 
$
1,498
 
$
1,062
 
   
 
 
 
    
 
    
 
  
LIABILITIES AND STOCKHOLDERS' EQUITY
   
 
    
 
  
 
    
 
    
 
  
Current Liabilities
   
 
    
 
  
Accounts Payable and Accrued Expenses
 
$
8,401
 
$
8,429
 
Officer's loan
   
13,700
   
8,500
 
   
 
 
Total Current Liabilities
   
22,101
   
16,929
 
   
 
 
Stockholders' Deficit
   
 
    
 
  
Common stock, $.001 par value, 100,000,000
   
 
    
 
  
shares authorized, 81,759,301 shares and
   
 
    
 
  
68,759,301 issued and outstanding respectively
   
81,759
   
68,759
 
Paid-in Capital
   
853,264
   
736,264
 
Unamortized Expenses
   
(56,761
)
 
-
 
Accumulated Deficit
   
(898,865
)
 
(820,890
)
   
 
 
Total Stockholders' Deficit
   
(20,603
)
 
(15,866
)
   
 
 
 
    
 
    
 
  
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
1,498
 
$
1,062
 
   
 
 



See notes to interim unaudited financial statements.
 
     
 
AGE RESEARCH, INC.
STATEMENTS OF OPERATIONS (Unaudited)





 
  
Three Months ended
June 30,  
Six Months ended
June 30,
 
    
2003
   
2002
   
2003
   
2002
 
   
 
 
 
 
 
    
 
    
 
    
 
    
 
  
SALES
 
$
1,731
 
$
1,888
 
$
3,913
 
$
4,961
 
 
    
 
    
 
    
 
    
 
  
COST OF GOODS SOLD
   
202
   
265
   
532
   
724
 
   
 
 
 
 
GROSS PROFIT
   
1,529
   
1,623
   
3,381
   
4,237
 
 
    
 
    
 
    
 
    
 
  
SELLING, GENERAL AND ADMINISTRATIVE
   
 
    
 
    
 
    
 
  
EXPENSES
   
76,700
   
3,881
   
80,328
   
9,065
 
   
 
 
 
 
OPERATING (LOSS)
   
(75,171
)
 
(2,258
)
 
(76,947
)
 
(4,828
)
 
    
 
    
 
    
 
    
 
  
OTHER INCOME (EXPENSES)
   
 
    
 
    
 
    
 
  
Interest and other income
   
97
   
-
   
97
   
-
 
Interest expense
   
(187
)
 
(109
)
 
(325
)
 
(201
)
   
 
 
 
 
 
    
(90
)
 
(109
)
 
(228
)
 
(201
)
 
    
 
    
 
    
 
    
 
  
NET LOSS BEFORE TAXES
   
(75,261
)
 
(2,367
)
 
(77,175
)
 
(5,029
)
 
    
 
    
 
    
 
    
 
  
PROVISION FOR INCOME TAXES
   
-
   
-
   
800
   
800
 
   
 
 
 
 
NET LOSS
 
$
(75,261
)
 
(2,367
)
 
(77,975
)
 
(5,829
)
   
 
 
 
 
LOSS PER SHARE - BASIC AND DILUTED
 
$
(0.03
)
$
(0.00
)
$
(0.04
)
$
(0.00
)
   
 
 
 
 
WEIGHTED AVERAGE NUMBER OF SHARES
   
77,425,968
   
67,259,301
   
73,092,634
   
67,259,301
 
   
 
 
 
 




See notes to interim unaudited financial statements.
 
     
 
 
 
AGE RESEARCH, INC.
STATEMENTS OF CASH FLOWS (Unaudited)

 
  
For the six months ended
June 30,
 
  
2003
2002
   
 
 
CASH FLOWS FROM OPERATING ACTIVITIES
   
 
    
 
  
Net Income (Loss)
 
$
77,975
)
$
(5,829
)
Adjustment to reconcile net
   
 
    
 
  
(loss)to net cash (used in)
   
 
    
 
  
operating activities:
   
 
    
 
  
Stock for services
   
130,000
   
-
 
(Increase) Decrease in:
   
 
    
 
  
Accounts Receivable
   
(291
)
 
(341
)
Inventory
   
-
   
158
 
Unamortized stock expenses
   
(56,761
)
 
-
 
Increase (Decrease)in:
   
 
    
 
  
Accounts Payable and Accrued Expenses
   
(28
)
 
2,087
 
   
 
 
Net Cash Flows (Used in)
   
 
    
 
  
Operating Activities
   
(5,055
)
 
(3,925
)
   
 
 
 
    
 
    
 
  
CASH FLOWS FROM INVESTING ACTIVITIES
   
-
   
-
 
   
 
 
 
    
 
    
 
  
CASH FLOWS FROM FINANCING ACTIVITIES
   
 
    
 
  
Proceeds from Officer's Loan
   
5,200
   
2,300
 
   
 
 
Net Cash Flows Provided by
   
 
    
 
  
Financing Activities
   
5,200
   
2,300
 
   
 
 
NET INCREASE(DECREASE) IN CASH
   
145
   
(1,625
)
 
    
 
    
 
  
CASH AT BEGINNING OF PERIOD
   
310
   
1,970
  
   
   
  		  
 
    
 
    
 
  
CASH AT END OF PERIOD
 
$
455
 
$
345
 
   
 
 






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 June 30, 2003 and for the three and six months ended June 30, 2003 and 2002 is unaudited 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 six months ended June 30, 2003 may 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 April 2003, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," which is generally effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. SFAS 149 clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative as discussed in SFAS No. 133, clarifies when a derivative contains a financing component, amends the definition of an "underlying" to conform it to the language used in FASB Interpretation No. 45, "Guarantor Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" and amends certain other existing pronouncements. The Company does not have any derivative financial instruments. The Company does not anticipate that the adoption of SFAS No. 149 will have an impact on its balance sheet or statements of operations and cash flows.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." This Statement requires that certain instruments that were previously classified as equity on the Company’s statement of financial position now be classified as liabilities. The Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company currently has no instruments impacted by the adoption of this statement and therefore the adoption did not have an effect on the Company’s financial position, results of operations or cash flows.





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.


NOTE 3 – PENDING BUSINESS COMBINATION

In May 2003, the Company announced to acquire all the issued and outstanding shares of common stock of The Varsity Group, Inc. ("VARS", a Missouri corporation) in exchange for 9,343,920 post split shares of the Company’s common stock. This acquisition will be accounted for as a purchase and is expected to close in the third quarter of fiscal 2003.


NOTE 4 – PENDING REVERSE SPLIT

In connection with the acquisition, the Board of Directors authorized a reverse stock split of 1 for 35 shares of stock prior to the closing date of acquisition and increase the capitalization to 750,000,000 shares.

NOTE 5 – NONCASH EXPENSES

On May 22, 2003, the Company issued 13,000,000 shares of the Company’s common stock for services rendered by nonemployees. The stocks are fully vested and nonforfeitable. The Company recorded the stock transactions at their fair market value, capitalized the costs of transactions, and amortized them over the length of the services. The total cost for the services was $130,000. As of June 30, 2003, the balance of unamortized expense was $56,761. The unamortized expense was included in equity section as a contra-equity.

NOTE 6 – NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share for the periods:

 
  
Three Months ended
Six Months ended
 
  
June 30,
June 30,
 
    
2003
   
2002
   
2003
   
2002
 
   
 
 
 
 
Numerator:
   
 
    
 
    
 
    
 
  
Net (Loss)
 
$
(75,261
)
$
(2,367
)
$
(77,975
)
$
(5,829
)
   
 
 
 
 
Denominator:
   
 
    
 
    
 
    
 
  
Weighted Average Number of Shares
   
77,425,968
   
67,259,301
   
73,092,634
   
67,259,301
 
   
 
 
 
 
 
    
 
    
 
    
 
    
 
  
Loss per share-Basic and Diluted
 
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
   
 
 
 
 

NOTE 7 – SEGMENT INFORMATION

The Company is currently managed and operated as one business. The entire business is managed by a single management team that reports to the Company’s President. The Company does not operate separate lines of business or separate business entities with respect to any of its product candidates. Accordingly, the Company does not prepare discrete financial information with respect to separate product areas or by location and dose not have separately reportable segments as defined by SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information".


NOTE 8 – RELATED PARTY TRANSACTIONS

An officer is currently making payments to purchase inventory on behalf of the Company. As of June 30, 2003, the balance due to the officer related the purchases was $1,813. The Company also has notes payable to the officer in the amount of $13,700, accruing interest at 6% per annum. Accrued interest to the officer as of June 30, 2003 is $986.



 
     
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Results of Operations
---------------------
Three and Six Months Ended June 30, 2003 compared to June 30, 2002
------------------------------------------------------------------
For the three and six month period ended June 30, 2003, our revenues were approximately $1,731 and $3,913 respectively, for a decrease of $157 and $1,048 respectively from the same periods in 2002.

Cost of goods sold for the three and six month period ended June 30, 2003, were $202 and $532 respectively, for a decrease of $63 and of $192 respectively from the same periods in 2002.

Gross profit for products and services was $1,529 and $3,381 for the three and six months ended June 30, 2003, a decrease of $94 and $856 the same periods prior year.

Selling General & Administrative expense for three and six month period ended June 30, 2003 were $76,700 and $80,328 respectively, for an increase of $72,819 and $71,263 from the same periods in 2002.

The net losses from operations for the three and six months ended June 30, 2003 were $75,171 and $76,947 respectively, for an increase of $72,913 and $72,119 from the same periods prior year.


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 June 30, 2003, we had a working capital deficit of $20,603 based on current assets of
$1,498 and current liabilities of $22,101.

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. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this quarterly report (the "Evaluation Date"). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to our Company (including our consolidated subsidiaries) required to be included in our reports filed or submitted under the Exchange Act.

(b)     Changes in Internal Controls over Financial Reporting. During the most recent fiscal quarter, there have not been any significant changes in our internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.








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
 
On July 28th we filed a preliminary proxy in which notice was given that the following actions will be taken pursuant to the written consent of a majority of our shareholders, dated May 28, 2003, in lieu of a special meeting of the shareholders. The SEC has requested that we add more information and refile the proxy. Once effective, the following actions will be taken:


1.    To approve the acquisition of The Varsity Group, Inc., a Missouri corporation, where the total consideration paid is 9,343,920 authorized and unissued post reverse split common shares, where that number of shares is to equal 80% of the total outstanding after the acquisition.

2.    Amend our certificate of incorporation to change the Company
name from AGE Research, Inc. to Enstruxis, Inc., and concurrently to change the Company’s OTCBB trading symbol.

3.    Amend our certificate of incorporation to provide for a stock combination (reverse split) of the Common Stock in an exchange ratio to be approved by the Board, ranging from one newly issued share for each two outstanding shares of Common Stock to one newly issued share for each thirty outstanding shares of Common Stock.

4.    Amend our Certificate of Incorporation to increase the
authorized number of shares of our common stock from 100,000,000 to
750,000,000.


ITEM 5. OTHER INFORMATION
None.
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)


(b)    Reports on Form 8-K.

May 22, 2003    Item 2: Acquisition of The Varsity Group, Inc
by Age Research Inc. on May 22, 2003



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: January 12, 2004
By:/S/Richard F. Holt, President
(Chief Executive and Financial Officer)