SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter October 31, 2001 Commission file number 33-26798-D VARTECH SYSTEMS INC. (exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 84-1104385 (I.R.S. Employer Identification No.) 11301 Industriplex Boulevard, Suite 4 Baton Rouge, Louisiana 70809-4115 (Address of principal executive offices) Registrant's telephone number, including area code: (225) 298-0300 Indicate by check mark whether the registrant (1) has filed all reports 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) had been subject to such filing requirements for the past 90 days. YES [X] NO[ ] Indicate the number of shares outstanding of each of the insurer's classes of common stock, as of the latest practicable date. 1,950,000 shares of common stock, $.001 par value, (the issuer's only class of common stock), were outstanding as of December 12, 2001. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. VarTech Systems Inc. Balance Sheets October 31, July 31, 2001 2001 Unaudited Audited ------------ ------------ ASSETS Current Assets Cash and cash equivalents $ 170,103 $ 78,806 Accounts receivable - trade 563,290 569,063 Accounts receivable - other 1,539 2,755 Accounts receivable - shareholder - - Inventory 359,180 395,464 ------------ ------------ Total current assets 1,094,112 1,046,088 Furniture and equipment 527,345 524,935 Leasehold improvements 12,145 12,145 Less: Accumulated depreciation (329,411) (311,611) ------------ ------------ 210,079 225,469 Deposits 14,370 14,370 ------------ ------------ Total assets $ 1,318,561 $ 1,285,927 ============ ============ VarTech Systems Inc. Balance Sheets October 31, July 31, 2001 2001 Unaudited Audited ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Notes payable - credit lines $ 237,960 $ 289,154 Accounts payable 195,293 159,053 Income tax payable 39,974 29,012 Other accrued expenses 109,870 122,637 ------------ ------------ Total current liabilities 583,097 599,856 Deferred income taxes 30,429 34,038 ------------ ------------ Total liabilities 613,526 633,894 Preferred stock, 1,000,000 shares, $.01 par authorized, no shares issued - - Common stock, 100,000,000 shares, $.001 par authorized; 2,100,000 shares issued; 1,950,000 shares outstanding 2,100 2,100 Capital in excess of par value 704,761 704,761 Treasury stock; 150,000 shares at cost (150,000) (150,000) Retained earnings 148,174 95,172 ------------ ------------ Total stockholders' equity 705,035 652,033 Total liabilities and stockholders' equity $ 1,318,561 $ 1,285,927 ============ ============ VarTech Systems Inc. Statements of Income (Unaudited) Quarter Ended October 31, 2001 2000 ---------- ---------- Sales $1,563,981 $1,667,223 Cost of sales 874,966 872,646 ---------- ---------- Gross profit 689,015 794,577 Expenses 599,648 694,062 ---------- ---------- Net income before income taxes 89,367 100,515 Income taxes 36,365 36,033 ---------- ---------- Net income $ 53,002 $ 64,482 Basic and diluted net income per common share $ .03 $ .03 Weighted average number of common shares outstanding: Basic 1,950,000 1,950,000 Diluted 1,950,000 1,990,833 VarTech Systems Inc. Statements of Cash Flows (Unaudited) Quarter Ended October 31, 2001 2000 --------- --------- Cash flows from operating activities Net income $ 53,002 $ 64,482 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 17,800 21,950 Deferred income taxes (3,609) 4,902 Changes in operating assets and liabilities: Increase (decrease) in assets Accounts receivable 6,990 (161,905) Inventory 36,284 (155,600) Other assets - Increase (decrease) in liabilities Accounts payable 36,239 90,772 Accrued expenses (1,805) 27,727 ----------- -------- Net cash provided by (used in) operating activities 144,901 (107,672) ----------- --------- Cash flows from investing activities Purchase of property and equipment (2,410) (21,760) Net increase in account receivable - shareholder - (28,500) --------- --------- Net cash used in investing activities (2,410) (50,260) --------- --------- Cash flows from financing activities Net (payments on) proceeds from lines of credit (51,194) 150,745 --------- --------- Net increase (decrease) in cash and cash equivalents 91,297 (7,187) Cash and cash equivalents, beginning of period 78,806 15,138 --------- --------- Cash and cash equivalents, end of period $ 170,103 $ 7,951 ============ ========= ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS THREE MONTHS ENDED OCTOBER 31, 2001 COMPARED TO OCTOBER 31, 2000 The Company's revenues decreased by 6% to $1,563,981 in the first quarter ended October 31, 2001 as compared to $1,667,223 in the first quarter of the prior year. Gross profit of $689,015 for the first quarter ended October 31, 2001 represented 44% of sales as compared to $794,577 which represented 47% of sales in the same period ended October 31, 2000. The Company's net income before income taxes in the first quarter was $89,367 as compared to before tax net income of $100,515 in the same period last year. The decrease in net income was a result of the Company's decrease of 3% in gross profit margin. LIQUIDITY AND CAPITAL RESOURCES The Company has lines of credit totaling $750,000 which it uses for short-term borrowing to acquire inventory and finance accounts receivable. On October 31, 2001, the outstanding balance on these lines was $237,960. The lines of credit and its current assets of $1,094,112 are deemed sufficient to fund operations for the next twelve months. As of October 31, 2001, the Company had $512,040 available under the lines of credit. VARTECH SYSTEMS INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS OCTOBER 31, 2001 General The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures made herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments necessary to a fair statement of the results of operations for the periods presented have been made. PART II. OTHER INFORMATION ITEM 1 THROUGH 3. 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) NONE (b) NONE SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VARTECH SYSTEMS INC. (Registrant) DATE: December 14, 2001 C. Wayne Prater President and Chief Executive Officer signed/s/ C. Wayne Prater