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As filed with the Securities and Exchange Commission on July 28, 1999
Registration No. 0-26285
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
AMENDMENT NO. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
AGE RESEARCH, INC.
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(Name of Small Business Issuer in its Charter)
Delaware 87-0419387
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
31103 Rancho Viejo Road, #2102, San Juan Capistrano, CA 92675
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (800) 597-1970
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Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
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Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $0.001 per share
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(Title of Class)
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
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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.
Three Months Ended March 31, 1999 compared to March 31, 1998
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Revenues and Costs of Sales. For the three months ended March 31, 1999,
the Registrant had revenues of $5,705 with cost of sales of $1,072, or
approximately 19% of revenues, for a gross profit of $4,633, compared to the
prior year's revenues of $5,154 with cost of sales of $979, or approximately
19% of revenues, for a gross profit of $4,175. Management believes that the
flat showing in sales volume is due primarily to no significant increase in
advertising due to lack of working capital.
General and Administrative Expense. Total operating expenses for the
three month period ended March 31, 1999 were $2,494 compared to $4,020 for
1998, with substantial savings in legal, professional, and office expenses.
The Registrant experienced slight income from operations of $2,139 for the
period in 1999, compared to $155 of income from operations for the
corresponding period in 1998.
Liquidity and Capital Resources
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Historically, the Registrant has financed its operations through a
combination of cash flow derived from operations and debt and equity
financing. At March 31, 1999, the Registrant had a working capital of
$(20,445) based on current assets of $11,612 consisting of cash, $3,187,
accounts receivable, $2,668, and inventory, $5,757, and current liabilities
of $32,057, consisting of mainly of accounts payable and accrued expenses
aggregating $3,277 and interest payable $28,780.
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
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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 F/S
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The unaudited financial statements include the accounts of the
Registrant and include all adjustments (consisting of normal recurring items)
which are, in the opinion of management, necessary to present fairly the
financial position as of March 31, 1999 and the statement of income and
accumulated deficit and cash flows for the three months ended March 31, 1999
and 1998.
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AGE RESEARCH, INC.
BALANCE SHEET
March 31, 1999 and 1998
(UNAUDITED)
ASSETS
1999 1998
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Current Assets
Cash in bank $ 3,187 $ 3,431
Accounts receivable 2,668 2,891
Inventory 5,757 6,291
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Total Current Assets 11,612 12,613
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Property and Equipment
Furniture & fixtures 5,560 5,560
Machinery & equipment 1,794 1,794
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7,354 7,354
Accumulated depreciation (6,789) (6,431)
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Net Property and Equipment 565 923
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TOTAL ASSETS $ 12,177 $ 13,536
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AGE RESEARCH, INC.
BALANCE SHEET
March 31, 1999 and 1998
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
1999 1998
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Current Liabilities
Accounts payable $ 749 $ 3,104
Sales taxes payable 128 157
Interest payable 28,780 21,819
Income taxes payable 2,400 1,600
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Total Current Liabilities 32,057 26,680
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Other Liabilities
Notes payable - stockholders 96,602 100,602
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Total Liabilities 128,659 127,282
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Stockholders' Equity:
Common stock, $.001 par value; 150,000,000
shares authorized; 63,944,252 shares issued
and outstanding in 1999 and 60,694,251 in
1998 63,944 60,694
Paid in capital 600,977 591,227
Stock subscriptions receivable (7,500) -
Accumulated deficit (773,903) (765,667)
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Total stockholders' Equity (Deficit) (116,482) (113,746)
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TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 12,177 $ 13,536
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AGE RESEARCH, INC.
STATEMENT OF INCOME AND ACCUMULATED DEFICIT
For the three months ended March 31, 1999 and 1998
1999 1998
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SALES $ 5,705 $ 5,154
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COST OF SALES 1,072 979
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GROSS PROFIT 4,633 4,175
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OPERATING EXPENSES - (Exhibit A) 2,494 4,020
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INCOME FROM OPERATIONS 2,139 155
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OTHER INCOME (EXPENSES)
Other income - 1,800
Interest expense (1,720) (1,800)
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Total Other Income (Expenses) (1,720) -
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INCOME (LOSS) BEFORE TAX PROVISION 419 155
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PROVISION FOR TAX 800 800
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NET INCOME (LOSS) (381) (645)
ACCUMULATED DEFICIT
Beginning Balance (772,210) (765,022)
Prior year adjustments (1,312) -
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ACCUMULATED DEFICIT
Ending Balance $ (773,903) $ (765,667)
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AGE RESEARCH, INC.
EXHIBIT A
Schedule to the Statement of Income and Accumulated Deficit
For the three months ended March 31, 1999 and 1998
1999 1998
OPERATING EXPENSES ------------- ----------------
Bank charges $ 30 $ 342
Insurance - 471
Tax & license - 35
Legal and Professional - 500
Office expense - 22
Outside Services - 240
Penalties 192 369
Postage & freight 550 353
Rent 702 700
Telephone 159 386
Depreciation 90 90
Shareholder expense 196 10
Miscellaneous 575 502
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TOTAL OPERATING EXPENSES $ 2,494 $ 4,020
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AGE RESEARCH, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1999 and 1998
1999 1998
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CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (381) $ (645)
Adjustment to reconcile net income (loss)
to net cash provided by operations
Depreciation 90 90
Prior year adjustment (1,312) -
(Increase) decrease in accounts receivable (166) 21
(Increase) decrease in inventory 1,072 979
(Decrease) increase in accounts payable (1,900) 1,196
(Decrease) increase in sales taxes payable (452) (24)
(Decrease) increase in interest payable 1,720 1,800
(Decrease) increase in income taxes payable 1,600 -
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Net Cash Provided by Operating Activities 271 3,417
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CASH FLOWS FROM INVESTING ACTIVITIES
Net Cash Provided by Investing
Activities - -
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CASH FLOWS FROM FINANCING ACTIVITIES
Payments of notes payable - (2,000)
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Net Cash Provided (Used) by Financing
Activities - (2,000)
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NET INCREASE IN CASH 271 1,417
CASH AT BEGINNING OF PERIOD 2,916 2,014
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CASH AT END OF PERIOD $ 3,187 $ 3,431
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SUPPLEMENTARY DISCLOSURES:
Cash paid for:
Interest $ - $ -
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Income taxes $ - $ 800
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AGE RESEARCH, INC.
NOTES OF FINANCIAL STATEMENTS
For the Three Months ended March 31, 1999 and 1998
NOTE 1 - GENERAL
Age Research, Inc. ("the Company"), fka Volt Research, Inc., was incorporated
under the laws of Utah on July 10, 1984. In April, 1987, the Company changed
its name to Age Research, Inc., and changed its state of domicile to Delaware.
Age Research, Inc. 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 U.S. and U.K., and
name of Bladium, which is trademarked in U.S.. The trademark in U.K. will be
expired in September, 2006.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company uses the accrual basis of accounting for financial and tax
reporting in accordance with generally accepted accounting principles.
Use of estimates
In preparing financial statements in conformity with GAAP, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Revenue Recognition
Revenue from sales is recognized when the products are delivered and accepted
by the customers.
Accounts Receivable
The Company has not established an allowance for doubtful accounts and does
not use reserve method for recognizing bad debts. Bad debts are treated as
direct write-offs in the period management determines that collection is not
probable. Bad debt expense for years ended December 31, 1998 and 1997 was $632
and $585, respectively.
Inventories
Inventories consist of products already packaged and ready for shipments to
customers, and are stated at cost, using the first-in, first-out method.
Property and Equipment
Property and Equipment are stated at cost. Depreciation is computed over their
estimated useful lives using straight-line method for financial reporting, and
accelerated methods for tax reporting, therefore, temporary differences exist.
Expenditures for major renewals and betterment that extend the useful lives of
the assets are capitalized. Expenditures for maintenance and repairs are
charged to expense as incurred.
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AGE RESEARCH, INC.
NOTES OF FINANCIAL STATEMENTS
For The Three Months Ended March 31, 1999 and 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Statement of Cash Flows
The Company prepares its statement of cash flows using the indirect method as
defined under Financial Accounting Standards Board Statement No. 95. For
purposes of the statements of cash flows, the Company considers all highly
liquid investments with a maturity of three months or less to be cash
equivalents.
Income Taxes
The Company accounts income taxes in accordance with Financial Accounting
standards Board Statement No. 109.
Reclassification
Certain reclassification have been made to the 1997 financial statements to
conform with the 1998 financial statement presentation. Such reclassification
had no effect on net loss as previously reported.
NOTE 3 - SUBSIDIARY
The Company has a wholly-owned subsidiary, Evergreen Skin Care Centers of
America, Inc. which is inactive with no assets and liabilities, and has no
activity either in 1998 or 1997.
NOTE 4 - A LIMITED PARTNERSHIP
The Company is the general partner of a limited partnership named as
RejuvanAge Spa Treatments Glen Ivy/Age Research Santa Monica Cart. The
partnership was terminated under mutual consent of the partners on December
31, 1994. In 1997, the Company wrote-off the loan receivable from the
partnership of $1,858, and included an accrual of $1,600 of the Partnership's
state franchise tax. The Company reversed this accrual in 1998.
NOTE 5 - GOING CONCERN
The accompanying financial statements are presented on the basis that the
Company is going concerns. Going concern contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business
over a reasonable length of time. As shown in the accompanying financial
statements, the Company incurred net losses of $381 and $645 for the three
month periods ended March 31, 1999 and 1998, respectively, and as of March 31,
1999, the Company had a working capital deficiency of $20,445 and a negative
net worth of $116,389.
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.
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AGE RESEARCH, INC.
NOTES OF FINANCIAL STATEMENTS
For The Three Months Ended March 31, 1999 and 1998
NOTE 6 - YEAR 2000
The Company believes that it has identified each of its computer systems that
will require modifications to enable it to perform satisfactorily on and after
January 1, 2000. The financial impact of making such modifications to the
Company's systems is not expected to be material to the Company's financial
position or results of operations. In addition, the Company is currently
corresponding with vendors that provide products and systems to the Company in
order to determine if such products and systems will be required to be
upgraded or replaced. Although management believes the Company has an adequate
program in place to address the year 2000 issue, the costs of upgrades to, or
replacements of, its purchased products or systems has not been determined and
there can be no assurance that the program will ultimately be successful.
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PART III
ITEM 1. INDEX TO EXHIBITS
Copies of the following documents are included as exhibits to this
Amendment No. 1 to Form 10SB pursuant to Item 601 of Regulation SB.
SEC
Exhibit Reference
No. No. Title of Document
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1 27 Financial Data Schedule
ITEM 2. SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned thereunto duly authorized.
Age Research, Inc.
[Registrant]
Dated: July 27, 1999 By:/S/Richard F. Holt, President
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<ARTICLE> 5
<CIK> 0000822370
<NAME> AGE RESEARCH INC.
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-END> MAR-31-1999 MAR-31-1998
<CASH> 3,187 3,431
<SECURITIES> 0 0
<RECEIVABLES> 2,668 2,891
<ALLOWANCES> 0 0
<INVENTORY> 5,757 6,291
<CURRENT-ASSETS> 11,612 12,613
<PP&E> 7,354 7,354
<DEPRECIATION> 6,789 6,431
<TOTAL-ASSETS> 12,177 13,536
<CURRENT-LIABILITIES> 32,057 26,680
<BONDS> 0 0
0 0
0 0
<COMMON> 664,921 651,921
<OTHER-SE> (781,403) (765,667)
<TOTAL-LIABILITY-AND-EQUITY> 12,177 13,536
<SALES> 5,705 5,154
<TOTAL-REVENUES> 7,844 7,109
<CGS> 1,072 979
<TOTAL-COSTS> 3,566 4,999
<OTHER-EXPENSES> 2,494 4,020
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,720 1,800
<INCOME-PRETAX> 419 155
<INCOME-TAX> 800 800
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (381) (645)
<EPS-BASIC> (.00) (.00)
<EPS-DILUTED> (.00) (.00)
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