<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
-----------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to __________
Commission File Number 0-26285
-------
AGE RESEARCH, INC.
--------------------------------------------------
(Exact name of registrant as specified in 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) (Zip Code)
Issuer's telephone number, including area code (800) 597-1970
---------------
Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None N/A
- ------------------ -----------------------------------------
Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $0.001
- ------------------------------
(Title of class)
Check whether the Issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 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 [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $19,519
<PAGE> 2
State the aggregate market value of the voting stock held by nonaffiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days:
The market value of shares held by nonaffiliates is $435,797 based on the
bid price of $0.01 per share at March 31, 2000.
As of March 31, 2000, the Registrant had 63,944,251 shares of common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
part of the form 10-KSB (e.g., part I, part II, etc.) into which the document
is incorporated: (1) Any annual report to security holders; (2) Any proxy or
other information statement; and (3) Any prospectus filed pursuant to rule
424(b) or (c) under the Securities Act of 1933: NONE
<PAGE>
<PAGE> 3
PART I.
ITEM 1. DESCRIPTION OF BUSINESS
ITEM 1. DESCRIPTION OF BUSINESS
Corporate History
- -----------------
The Registrant was incorporated on July 10, 1984, under the name Mammon Oil &
Gas, Inc. ("Mammon"), in the state of Utah. On February 24, 1986, Mammon's
shareholders approved proposals to change the business direction of the
Registrant to the business of health care including research, development and
marketing, and a name change to Volt Research, Inc.
Subsequent to the name change, the Registrant began investigating and seeking
out investments and acquisitions generally in the health care industry, and
specifically in the area of new concepts for the prevention and treatment of
aging skin. From August 1986 to August 1988, the Registrant engaged in
operating clinics dedicated to Retin-A skin therapy. In August 1988,
management decided to concentrate on selling its expertise and products
directly to physicians, and the clinic operations were phased out.
In the latter half of 1987, the Registrant, in cooperation with Dr. Albert
Kligman, a leading dermatologist and the inventor of the Retin-A (Tretinoin)
treatment program, developed and tested a complete skin care regimen designed
to be used with Retin-A treatments. Since 1987, the Registrant has directed
its resources toward the development and marketing of a comprehensive skin-
renewal program called RejuvenAge for physicians wanting to offer Retin-A
therapy in their offices.
Current Business Activities
- ----------------------------
Since December 1987, the Registrant has marketed its RejuvenAge products to
physicians practicing skin therapy medical specialities. Management believes
that this market represents the group that is best qualified and most
interested in the RejuvenAge program.
The RejuvenAge products are non-prescription skin care products that do not
contain Retin-A or any other prescription drug. However, they were formulated
to be used in conjunction with Retin-A.
The RejuvenAge products are designed to be used together in a simple regimen
of cleansing followed by either a night-time moisturizer (emollient) or a day-
time moisturizer with a sun-protection factor of 15. Special formulations
include a glycolic formula which produces skin exfoliation, useful with sun-
damaged skin, and a hydrocortisone formula which reduces inflammation of minor
skin irritations such as sunburn and bug bites.
In addition to the RejuvenAge products, the Registrant sells a proprietary
moisturizing shaving cream for sensitive or irritated beard conditions called
Bladium. The Bladium product helps relieve irritation due to a condition
known as razor bumps, or pseudofolliculitis-barbae.
The Registrant owns the formulations for both the RejuvenAge and Bladium
products. The products are manufactured by independent contractors.
<PAGE>
<PAGE> 4
Products
- --------
RejuvenAge Products
- -------------------
1. Moisture Rich Cleanser - a moisturizing, pH balanced cleanser
designed to cleanse dry, sensitive skin.
2. Moisture Rich Emollient (Regular) - a concentrated super skin
moisturizer designed to nourish and protect skin with an essential oil
depleted in the aging process, developed for excessively dry skin, or skin
exposed to low humidity conditions in travel and outdoor activities.
3. Moisture Rich Emollient (Glycolic) - regular moisturizer (above) with
glycolic acid to help produce skin exfoliation.
4. Moisture Rich Emollient (HC) - regular moisturizer (above) with
hydrocortizone to help reduce itching and rash associated with starting the
use of Retin-A.
5. Moisturizing Sunblock - light hand, face and body moisturizer with
SPF rating of 15 for sun protection.
Bladium Product
- ---------------
1. Moisturizing shave cream for sensitive or irritated beard conditions.
All of the products are all fragrance-free, non-comedogenic,
hypoallergenic, PH balanced, and dermatology tested.
Distribution of Products
- ------------------------
The Registrant markets its treatment program and products directly to
physicians and by mail order. Since the beginning of its direct marketing
program, the Registrant has concentrated its marketing to physicians
practicing in medical specialty areas such as dermatology. The RejuvenAge
treatment program is designed to complement and enhance a Retin-A treatment
program, and is intended to assist physicians in increasing patient base and
revenues from the resale of RejuvenAge skin care products.
Competition
- -----------
The Registrant competes with numerous companies marketing cosmetics claiming
to treat aging and sun-damaged skin. Most of these companies are
substantially larger and have significantly greater financial resources,
personnel and experience. By marketing directly to physicians, management
believes it has established a market niche which it hopes to expand.
Sources and Availability of Raw Materials
- -----------------------------------------
The Registrant owns the formulations of the products and uses various
independent contractors to manufacture the products to its specifications.
The Registrant has not experienced and does not anticipate any difficulty
sufficient quantities of products to meet its current and anticipated sales
objectives.
<PAGE> 5
Dependence on One or a Few Major Customers
- ------------------------------------------
The Registrant does not depend on a few customers, but rather has a broad
customer base to whom it sells relatively small quantities of its products.
The loss of any one of these customers would not jeopardize the Registrant's
operations.
Trademarks
- ----------
The Registrant owns the U.S. Trademarks for RejuvenAge and Bladium, and the
U.K. Trademarks for RejuvenAge.
Government Regulation
- ---------------------
The Registrant is, and will continue to be, subject to numerous government
regulations by federal, state, and local government agencies which are
applicable to all businesses. Additionally, the Registrant may be subjected
to laws and regulations which are specifically designated for businesses
involved in the health care industry. The RejuvenAge products are non-
prescription skin care products that do not contain Retin-A or any other
ingredients classified by the U.S. Food and Drug Administration ("FDA")as
prescription drugs requiring specific approval under current FDA laws and
regulations.
Employees
- ---------
As of the date hereof, the Registrant does not have any employees and has
no plans for retaining employees until such time as the Registrant's business
warrants the expense, or until the Registrant successfully acquires or merges
with an operating business. The Registrant may find it necessary to
periodically hire part-time clerical help on an as-needed basis.
Facilities
- ----------
The Registrant currently leases an approximately 400 square foot
office/warehouse facility at 26411 Via De Anza, San Juan Capistrano,
California, for $243 per month on a month-to-month basis.
Year 2000 Computer Problem
- --------------------------
The Year 2000, or Y2K problem concerns potential failure of certain computer
software to correctly process information because of the software's inability
to calculate dates. The Registrant has no operations or current equipment
which have or might be affected by the Year 2000 computer glitch.
ITEM 2. DESCRIPTION OF PROPERTIES
See "Facilities" under Item 1. above.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of shareholders of the Company during the
fourth quarter of the fiscal year ended December 31, 1999.
<PAGE> 6
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The table on the following page sets forth, for the respective periods
indicated, the prices for the Company's common stock in the over-the-counter
market as reported by the NASD's OTC Bulletin Board. The Company's common
stock was cleared for quotations on the OTCBB in January 2000 under the symbol
"AGER". The bid prices represent inter-dealer quotations, without adjustments
for retail mark-ups, mark-downs or commissions and may not necessarily
represent actual transactions.
High Bid Low Bid
-------- -------
Fiscal Year Ended December 31, 1999
- -----------------------------------
First, Second, Third, and Fourth Quarter N/A N/A
Fiscal Year Ended December 31, 1998
- -----------------------------------
First, Second, Third and Fourth Quarter N/A N/A
At March 31, 2000, the bid and ask price for Company's Common Stock as quoted
on the OTC Bulletin Board was $0.01 and $0.10, respectively.
Since its inception, the Company has not paid any dividends on its Common
Stock, and the Company does not anticipate that it will pay dividends in the
foreseeable future. At March 31, 2000, the Company had approximately 275
shareholders of record based on information provided by the Company's transfer
agent.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
- ---------------------
General
- -------
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 prescription 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.
Year ended December 31, 1999 Compared to December 31, 1998
- ----------------------------------------------------------
Revenues and Costs of Sales. For the fiscal year ended December 31, 1999, the
Registrant had sales of $19,519, with cost of sales of $5,111, for a gross
profit of $14,408, as compared to sales of $17,457, with cost of sales of
$3,765, for a gross profit of $13,692, for the year ended December 31, 1998.
Management believes that for the Registrant to have any significant increase
in sales volume the Company will require substantial expenditures in
advertising.
<PAGE> 7
General and Administrative Expense. Total operating expenses for 1999
were $22,753 compared to $17,936 for 1998, with increases being attributed to
increase legal and professional expenses incurred in preparation for the Form
10SB and related periodic reports under Section 13 and/or 15(d) of the
Exchange Act. The net loss from operations for 1999 was $18,919, compared to
a net loss of $7,988 for 1998.
Liquidity and Capital Resources
- -------------------------------
Historically, the Registrant has financed its operations through a combination
of cash flow derived from operations and debt and equity financing. At
December 31, 1999, the Registrant had working capital of $5,098 based on
current assets of $11,228 consisting of cash $1,015); accounts receivable of
$3,261; and inventory of $6,952; and current liabilities 5,130, consisting of
accounts payable of $4,616 and accrued expenses of $514. At December 31, 1998,
the Registrant had working capital deficit of $18,841, based on current assets
of $12,248 and current liabilities of 31,089. During the year ended December
31, 1999, the Registrant has reduced current liabilities $25,959. Also, during
the year ended December 31, 1999, the Company was able to convert $132,602 in
amounts due stockholders in exchange for 3,15,050 shares of the Registrant's
common stock. The stock will be issued in year 200 and the transaction was
recorded as paid-in capital in 1999.
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 have
profitable 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
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.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are set forth immediately following
the signature page to this Form 10-KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has had no disagreements with its certified public accountants
with respect to accounting practices or procedures or financial disclosure.
<PAGE>
<PAGE> 8
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The names of the Registrant's executive officers and directors and the
positions held by each of them are set forth below:
Name Position
- ---- --------
Richard F. Holt President and Director
Eldridge D. Huntington Vice President and Director
Jean S. Armstrong Secretary/Treasurer and Director
The term of office of each director is one year and until his or her
successor is elected at the Registrant's annual shareholders' meeting and is
qualified, subject to removal by the shareholders. The term of office for
each officer is for one year and until a successor is elected at the annual
meeting of the board of directors and is qualified, subject to removal by the
board of directors.
Biographical Information
- ------------------------
Set forth below is certain biographical information with respect to each
of the Registrant's officers and directors.
Richard F. Holt, age 59, has been president and director of the Company since
August 1995. In 1963, Mr. Holt graduated from Stanford University with a
Bachelor of Science degree. Mr. Holt earned an MBA from UCLA School of
Business in 1968. From 1969 to 1985, Mr. Holt was the CEO of Modulearn, Inc.,
and Micro General, Inc. From 1985 until 1995, when he became president of the
Company, Mr. Holt worked independently as an investor.
Eldredge D. Huntington, age __, has been vice-president and a director of the
Company since 1990. Mr. Huntington earned an MPA from California State
University, and has completed course work for a PhD From 1960 to 1990, Mr.
Huntington was Chief Information Officer at the Veterans Administration
Medical Center in Sepulveda, California. Since 1982, he has also been
teaching undergraduate and graduate courses as an adjunct professor at
California State University. In 1992, Mr. Huntington founded Functional
Analysis, a computer-based assessment and management decision-making training
organization.
Jean S. Armstrong, age __, has been a vice president and a director of the
Company since 1990. Ms. Armstrong earned a Master's Degree in Psychology from
Antioch University. She spent over four years in the real estate business in
and around Los Angeles. Since 1989, Ms. Armstrong has been the owner of her
own interior design business serving the local community as well as customers
in the Bakersfield and Los Angeles areas.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
- -------------------------------------------------
The Company believes that under the SEC's rules for reporting of securities
transactions by directors and executive officers, all required reports have
been timely filed.
<PAGE>
<PAGE> 9
ITEM 10. EXECUTIVE COMPENSATION
The Registrant has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or directors.
Except as noted below, the Registrant has not paid any salaries or other
compensation to its officers, directors or employees for the years ended
December 31, 1999, 1998 and 1997, nor at any time during 1999, 1998 or 1997.
Further, the Registrant has not entered into an employment agreement with any
of its officers, directors or any other persons and no such agreements are
anticipated in the immediate future. It is intended that the Registrant's
directors may be compensated for services provided to the Company. As of the
date hereof, no person has accrued any compensation from the Registrant.
The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Registrant's last three completed
fiscal years to the Registrant's or its principal subsidiaries chief executive
officer and each of its other executive officers that received compensation in
excess of $100,000 during such period (as determined at December 31, 1999, the
end of the Registrant's last completed fiscal year):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
Other Restricted
Name and Annual Stock Options LTIP All other
Principal Position Year Salary Bonus($) Compensation Awards /SARs Payout Compensation
- ------------------ ---- ------ -------- ------------ ------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard F. Holt 1999 $ -0- -0- -0- -0- -0- -0- -0-
President 1998 $ -0- -0- -0- -0- -0- -0- -0-
1997 $ -0- -0- -0- -0- -0- -0- -0-
</TABLE>
Options/SAR Grants in Last Fiscal Year
None.
Bonuses and Deferred Compensation
None.
Compensation Pursuant to Plans
None.
Pension Table
Not Applicable.
Other Compensation
None.
<PAGE>
<PAGE> 10
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables sets forth the number of shares of the Registrant's
Common Stock, par value $0.001, held by each person who is believed to be
the beneficial owner of 5% or more of the 63,944,251 shares of the
Registrant's common stock outstanding at December 31, 1999, based on the
Registrant's transfer agent's list, and the names and number of shares held by
each of the Registrant's officers and directors and by all officers and
directors as a group.
Title of Name and Address Amount and Nature of Percent
Class Of Beneficial Owner Beneficial Ownership of Class
- -------- ------------------- --------------------- --------
Common Mark A. Scharmann 5,069,400 Direct 7.93
1661 Lakeview Circle 3,200 Indirect(1) 0.01
Ogden, UT 84403
Common Wendy E. Holt (2) 5,000,000 Direct 7.81
205 1/2 Agate Street
Balboa Island, CA 92662
Common Richard B. Holt (3) 5,000,000 Direct 7.81
24382 Antilles Way
Dana Point, CA 92629
Officers, Directors and Nominees
- --------------------------------
Common Richard F. Holt,
President/Director 3,064,543 Direct 4.79
1 Strawberry Lane 5,550,290 Indirect(4) 8.68
San Juan Capistrano, CA 92675
Common Eldridge D. Huntington,
Vice President/Director 6,000,000 Direct 9.38
5314 Anaheim Road
Long Beach, CA 90815
Common Jean Armstrong,
Secretary/Treasurer
and Director 5,750,000 Direct 8.99
All Officers, Directors,
as a Group (3 Persons) 14,814,543 Direct 23.16
5,550,000 Indirect 8.68
========== =====
- -----------------------
(1) Shares held of record by Troika Capital Investments, a company controlled
by Mark Scharmann.
(2) Wendy E. Holt is the adult daughter of Richard F. Holt.
(3) Richard B. Holt is the adult son of Richard F. Holt.
(4) Shares held of record by the Richard and Bonnie Holt Trust.
<PAGE>
<PAGE> 11
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At December 31, 1998, the Company had two 7.0% interest bearing notes
outstanding payable to Eldridge Huntington, the Company's Vice-president and a
director, and Jean Armstrong, the Company's Secretary/Treasurer and a
director, totaling $84,602. The notes are secured by the Company's assets,
and are due on demand. At December 31, 1998, the Company had an 8.0% interest
bearing note outstanding payable to Richard Holt, the Company's President and
a director, totaling $12,000. The note is unsecured and is due on demand.
During December 1999, the note holders agreed to convert an aggregate of
$96,602 in debt into 3,315,050 shares of the Company's common stock. The
shares will be issued in year 2000 and was recorded as paid-in capital in
1999. See Note 5 to the Financial Statements.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a)(1)FINANCIAL STATEMENTS. The following financial statements are included
in this report:
Title of Document Page
- ----------------- ----
Independent Auditors' Report of Harold Y. Spector,
Certified Public Accountant 12
Balance Sheet as of December 31, 1999 and 1998 13
Statements of Income and Accumulated Deficit for the years ended
December 31, 1999 and 1998 15
Statements of Changes in Stockholders' Equity for the years ended
December 31, 1999 and 1998 18
Statements of Cash Flows for the years ended December 31, 1999 and 1998 19
Notes to Financial Statements 20
(a)(2)FINANCIAL STATEMENT SCHEDULES. The following financial statement
schedules are included as part of this report:
None.
(a)(3)EXHIBITS. The following exhibits are included as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
- ------- --------- ----------------- ------------
27 27 Financial Data Schedule This Filing
(b) Reports on Form 8-K. None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
Date: April 4, 2000 By /S/ Richard F. Holt, President and
Director
<PAGE>
<PAGE> 12
Harold Y. Spector
Certified Public Accountant
80 South Lake Avenue, Suite 723
Pasadena, California 91101
Independent Auditor's Report
To the Board of Directors and Stockholders of Age Research, Inc.
I have audited the accompanying balance sheet of Age Research, Inc.(a Delaware
Corporation), as of December 31, 1999 and 1998, and the related statements of
income and retained earnings, stockholders' equity and cash flows for the
years then ended, and the accompanying supplementary information contained in
Schedules A and B, which are presented only for supplementary analysis
purposes. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audits.
I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audits have a reasonable basis for
my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Age Research, Inc. as of
December 31, 1999 and 1998, and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company's significant operating losses, and deficits
in working capital and net worth raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Harold Y. Spector
Pasadena, CA
March 6, 2000
<PAGE>
<PAGE> 13
AGE RESEARCH, INC.
BALANCE SHEET
December 31, 1999 and 1998
ASSETS
1999 1998
----------- -----------
Current Assets
Cash $ 1,015 $ 2,916
Accounts Receivable 3,261 2,503
Inventory 6,952 6,829
----------- -----------
Total Current Assets 11,228 12,248
----------- -----------
Property and Equipment
Furniture and Fixtures 5,560 5,560
Machinery and Equipment 1,794 1,794
----------- -----------
7,354 7,354
Less: Accumulated Depreciation (7,058) (6,700)
----------- -----------
Total Property and Equipment 296 654
----------- -----------
TOTAL ASSETS $ 11,524 $ 12,902
=========== ===========
See accompanying notes and auditor's report
<PAGE>
<PAGE> 14
AGE RESEARCH, INC.
BALANCE SHEET
December 31, 1999 and 1998
LIABILITIES AND STOCKHOLDERS' EQUITY
1999 1998
----------- -----------
Current Liabilities
Accounts Payable $ 4,616 $ 2,649
Accrued Expenses 514 28,440
----------- -----------
Total Current Liabilities 5,130 31,089
----------- -----------
Long-Term Liabilities
Due to Stockholders 0 96,602
----------- -----------
Total Liabilities 5,130 127,691
----------- -----------
Stockholders' Equity
Common stock, $.001 par value, 100,000,000
shares authorized and 63,944,251 shares
issued and outstanding 63,944 63,994
Paid-in Capital 600,977 600,997
Paid-in Capital - Debt Conversion 132,602 0
Less: Stocks Subscription Receivable 0 (7,500)
Retained Earnings (Accumulated Deficits) (791,129) (772,210)
----------- -----------
Total Stockholders' Equity (Deficits) 6,394 (114,789)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,524 $ 12,902
=========== ===========
See accompanying notes and auditor's report
<PAGE>
<PAGE> 15
AGE RESEARCH, INC.
STATEMENT OF INCOME AND ACCUMULATED DEFICIT
For the years ended December 31, 1999 and 1998
1999 1998
------------- ----------------
SALES $ 19,519 $ 17,457
COST OF SALES - Schedule A 5,111 3,765
------------- ----------------
GROSS PROFIT 14,408 13,692
OPERATING EXPENSES - Schedule B 22,753 17,936
------------- ----------------
INCOME (LOSS) FROM OPERATIONS (8,345) (4,244)
------------- ----------------
OTHER INCOME (EXPENSES)
Interest Income 7 8
Other Income 0 4,243
Interest Expenses (8,899) (7,082)
Penalties and Late Charges (882) (113)
------------- ----------------
Total Other Income (Expenses) (9,774) (2,944)
------------- ----------------
NET INCOME (LOSS) BEFORE TAXES (18,119) (7,188)
PROVISION FOR INCOME TAXES 800 800
------------- ----------------
NET INCOME (LOSS) (18,919) (7,988)
ACCUMULATED DEFICITS
Beginning Balance (772,210) (765,022)
Prior year adjustments 0 800
------------- ----------------
Ending Balance $ (791,129) $ (772,210)
============= ================
Net Loss per share $ (0.0003) $ (0.0001)
============= ================
Weighted Average Number of Shares 63,944,251 62,319,251
============= ================
See accompanying notes and auditor's report
<PAGE>
<PAGE> 16
AGE RESEARCH, INC.
COSTS OF SALES
For the years ended December 31, 1999 and 1998
Schedule A
1999 1998
COSTS OF SALES ------------- ----------------
Beginning Inventory $ 6,829 $ 7,270
Purchases 5,161 2,862
Freight 73 462
------------- ----------------
12,063 10,594
Less: Ending Inventory (6,952) (6,829)
------------- ----------------
TOTAL COSTS OF SALES $ 5,111 $ 3,765
============= ================
See accompanying notes and auditor's report
<PAGE>
<PAGE> 17
AGE RESEARCH, INC.
OPERATING EXPENSES
For the years ended December 31, 1999 and 1998
Schedule B
1999 1998
OPERATING EXPENSES ------------- ----------------
Bad Debt 442 632
Bank Charges 128 650
Depreciation 358 358
Dues and Subscriptions 0 69
Insurance 750 1,615
Legal and Professional 14,753 8,800
Licenses/Taxes 144 111
Office Expenses and Supplies 0 181
Outside Services 509 270
Postage 1,779 1,017
Rent 2,785 2,896
Repairs and Maintenance 0 304
Shareholder Expense 256 94
Telephone 849 939
------------- ----------------
TOTAL OPERATING EXPENSES $ 22,753 $ 17,936
============= ================
See accompanying notes and auditor's report
<PAGE>
<PAGE> 18
AGE RESEARCH, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
For The Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
Paid
Common in Accumulated
Shares Stock Capital Deficit Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997 60,694,251 $ 60,694 $ 591,227 $ (765,022) $ (113,101)
Prior year adjustment 800 800
------------ ------------ ------------ ------------ ------------
Adjusted Balance 60,694,251 $ 60,694 $ 591,227 $ (764,222) $ (112,301)
Issuance of Stocks 3,250,000 3,250 2,250 5,500
Net Loss (7,988) (7,988)
------------ ------------ ------------ ------------ ------------
Balance at December 31, 1998 63,994,251 $ 63,994 $ 593,477 $ (772,210) $ (114,789)
Proceeds from stock subscription
receivable 7,500 7,500
Conversion of Debt 132,602 132,602
Net Loss (18,919) (18,919)
------------ ------------ ------------ ------------ ------------
Balance at December 31, 1999 63,994,251 $ 63,944 $ 733,579 $ (791,129) $ 6,394
============ ============ ============ ============ ============
</TABLE>
See accompanying notes and auditor's report
<PAGE>
<PAGE> 19
AGE RESEARCH, INC.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1999 and 1998
1999 1998
------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (18,919) $ (7,988)
Adjustment to reconcile net income to
net cash provided by operating
activities
Depreciation 358 358
Prior year adjustment 0 800
(Increase) Decrease in:
Accounts Receivable (758) 409
Inventory (123) 441
Increase (Decrease) in:
Accounts Payable 1,967 742
Accrued Expenses 8,074 6,640
------------- ----------------
Net Cash Provided (Used) by Operating
Activities (9,401) 1,402
------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES 0 0
------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of stockholders' loan 0 (6,000)
Proceeds from issuance of stocks 7,500 5,500
------------- ----------------
Net Cash Provided (Used) by Financing
Activities 7,500 (500)
------------- ----------------
NET INCREASE (DECREASE)IN CASH (1,901) 902
CASH AT BEGINNING OF YEAR 2,916 2,014
------------- ----------------
CASH AT END OF YEAR $ 1,015 $ 2,916
============= ================
SUPPLEMENTARY DISCLOSURES:
Cash paid for:
Interest paid $ 0 $ 0
============= ================
Income Tax Paid $ 800 $ 800
============= ================
Noncash investing and financing activities:
Conversion of notes payable of $96,602 and accrued interest of $36,000 into
equity.
See accompanying notes and auditor's report
<PAGE>
PAGE> 20
AGE RESEARCH, INC.
NOTES OF FINANCIAL STATEMENTS
For The Years Ended December 31, 1999 and 1998
NOTE 1 - NATURE OF OPERATIONS
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
Basis of Accounting
- -------------------
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, 1999 and 1998 was $442
and $632, 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.
In 1999, the Company wrote off obsolete inventory of $956. The loss was
charged to cost of goods sold.
<PAGE>
<PAGE> 21
AGE RESEARCH, INC.
NOTES OF FINANCIAL STATEMENTS
For The Years Ended December 31, 1999 and 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
Depreciation expense was $358 each year for the years ended December 31, 1999
and 1998.
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. "Accounting For Income Taxes" (SFAS No.
109). SFAS No. 109 requires a company to recognize deferred tax liabilities
and assets for the expected future income tax consequences of events that have
been recognized in the Company's financial statements. Under this method,
deferred tax assets and liabilities are determined based on temporary
differences between the financial carrying amounts and the tax bases of assets
and liabilities using the enacted tax rates in effect in the years in which
the temporary differences are expected to reverse.
Reclassification
- ----------------
Certain reclassification have been made to the 1998 financial statements to
conform with the 1999 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 1999 or 1998.
<PAGE>
<PAGE> 22
AGE RESEARCH, INC.
NOTES OF FINANCIAL STATEMENTS
For The Years Ended December 31, 1999 and 1998
NOTE 4 - LONG-TERM DEBTS
Long-term debts consisted of the following at December 31, 1999 and 1998:
1999 1998
a.) 7.0% note payable to related party, ------------ ------------
secured by the Company's assets,
due on demand; converted into equity
in December 1999 $ 0 $ 84,602
b.) 8.0% note payable to stockholder,
unsecured, due on demand; converted
into equity in December 1999 0 12,000
------------ ------------
0 96,602
Less current portion 0 0
------------ ------------
Long-Term Debt net of current portion $ 0 $ 96,602
============ ============
The accrued interest on the notes for year 1999 and 1998 were $36,000 and
$27,101, respectively.
The notes and accrued interest were converted into equity in December 1999.
(See Note 5)
NOTE 5 - CONVERSION OF DEBT
On December 13, 1999, the Board of Directors approved to convert notes payable
of $96,602 plus accrued interest of $36,000 into 3,315,050 shares of the
Company's common stock. The stock will be issued in year 2000. This
transaction was recorded as paid-in capital in 1999.
<PAGE>
<PAGE> 23
AGE RESEARCH, INC.
NOTES OF FINANCIAL STATEMENTS
For The Years Ended December 31, 1999 and 1998
NOTE 6 - INCOME TAXES
Provision for income tax for years ended December 31, 1999 and 1998 consisted
of $800 minimum state franchise tax each year.
The Company has federal net operating losses carryforward of $693,981 to
reduce future taxable income. To the extent not utilized, the loss
carryforwards will begin to expire in 2001. Additionally, the Company has
state net operating losses to carryforward which expire as follows:
Expiring in Amount
----------- --------
1999 39,345
2000 34,078
2001 21,691
2002 8,416
2003 11,707
--------
$115,2373
========
NOTE 7 - LEASES
The Company leases a warehouse facility for $234 per month on a month-to-month
basis. Rent expense for 1999 and 1998 was $2,785 and $2,896, respectively.
NOTE 8 - PRIOR YEAR ADJUSTMENT
An overstatement of 1997 reported Accrued Expenses was discovered during 1998.
Correction of this error resulted in an increase of previously reported
Retained Earnings for year ended December 31, 1997 amounting to $800. This
error has no effect on years of 1999 and 1998.
NOTE 9 - 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 $18,919 and $7,988 in 1999 and
1998, respectively, and as of December 31, 1999, the Company had an
accumulated deficit of $791,129.
As discussed in Note 5 to the financial statements, on December 13, 1999, the
Company converted notes payable of $96,602 plus accrued interest of $36,000
into the Company's common equity. 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.
<PAGE>
<PAGE> 24
AGE RESEARCH, INC.
NOTES OF FINANCIAL STATEMENTS
For The Years Ended December 31, 1999 and 1998
NOTE 10 - YEAR 2000
The Year 2000 issue is the result of shortcomings in many electronic data
processing systems and other electronic equipment that may adversely affect
the Company's operations as early as fiscal year 1999.
The Company has assessed its various types of electronic equipment and does
not believe the Year 2000 issue will pose significant operational problems.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,015
<SECURITIES> 0
<RECEIVABLES> 3,261
<ALLOWANCES> 0
<INVENTORY> 6,952
<CURRENT-ASSETS> 11,228
<PP&E> 7,354
<DEPRECIATION> 7,058
<TOTAL-ASSETS> 11,524
<CURRENT-LIABILITIES> 5,130
<BONDS> 0
0
0
<COMMON> 797,523
<OTHER-SE> (791,129)
<TOTAL-LIABILITY-AND-EQUITY> 11,524
<SALES> 19,519
<TOTAL-REVENUES> 19,519
<CGS> 5,111
<TOTAL-COSTS> 22,753
<OTHER-EXPENSES> 9,774
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,899
<INCOME-PRETAX> (18,119)
<INCOME-TAX> 800
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (18,919)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
