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, 2002 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, 2002. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. VarTech Systems Inc. Balance Sheets October 31, July 31, 2002 2002 Unaudited Audited ------------ ------------ ASSETS Current Assets Cash and cash equivalents $ 207,297 $ 33,531 Accounts receivable - trade 688,830 667,554 Inventory 834,669 796,864 ------------ ------------ Total current assets 1,730,796 1,497,949 Furniture and equipment 411,790 404,233 Leasehold improvements 12,145 12,145 Less: Accumulated depreciation (336,258) (316,027) ------------ ------------ 87,677 100,351 Deposits 7,000 7,000 ------------ ------------ Total assets $ 1,825,473 $ 1,605,300 ============ ============ VarTech Systems Inc. Balance Sheets October 31, July 31, 2002 2002 Unaudited Audited ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Notes payable - credit lines $ 351,429 $ 331,931 Accounts payable 459,294 276,693 Income tax payable 49,677 65,759 Other accrued expenses 82,201 104,287 ------------ ------------ Total current liabilities 942,601 778,670 Deferred income taxes 9,202 10,346 ------------ ------------ Total liabilities 951,803 789,016 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 316,809 259,423 ------------ ------------ Total stockholders' equity 873,670 816,284 Total liabilities and stockholders' equity $ 1,825,473 $ 1,605,300 ============ ============ VarTech Systems Inc. Statements of Income (Unaudited) Quarter Ended October 31, 2002 2001 ---------- ---------- Sales $1,868,718 $1,563,981 Cost of sales 1,137,274 874,966 ---------- ---------- Gross profit 731,444 689,015 Expenses 636,727 599,648 ---------- ---------- Net income before income taxes 94,717 89,367 Income taxes 37,331 36,365 ---------- ---------- Net income $ 57,386 $ 53,002 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 1,950,000 VarTech Systems Inc. Statements of Cash Flows (Unaudited) Quarter Ended October 31, 2002 2001 --------- --------- Cash flows from operating activities Net income $ 57,386 $ 53,002 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 20,231 17,800 Deferred income taxes (1,144) (3,609) Changes in operating assets and liabilities: Increase (decrease) in assets Accounts receivable (21,276) 6,990 Inventory (37,805) 36,284 Increase (decrease) in liabilities Accounts payable 182,601 36,239 Accrued expenses (38,168) (1,805) ----------- -------- Net cash provided by (used in) operating activities 161,825 144,901 ----------- --------- Cash flows from investing activities Purchase of property and equipment (7,557) (2,410) --------- --------- Net cash used in investing activities (7,557) (2,410) --------- --------- Cash flows from financing activities Net (payments on) proceeds from lines of credit 19,498 (51,194) --------- --------- Net cash provided by (used in) financing activities 19,498 (51,194) --------- --------- Net increase (decrease) in cash and cash equivalents 173,766 91,297 Cash and cash equivalents, beginning of period 33,531 78,806 --------- --------- Cash and cash equivalents, end of period $ 207,297 $170,103 ============ ========= ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS DISCONTINUED OPERATIONS In the 4th Quarter of fiscal year ended July 2002, the company discontinued operations of the Consulting and Network segments. Revenue and pre-tax net income of these discontinued segments totaled $176,546 and $29,844, respectively, for the quarter ended October 31, 2001. THREE MONTHS ENDED OCTOBER 31, 2002 COMPARED TO OCTOBER 31, 2001 The Company's revenues increased by 19.5% to $1,868,718 in the first quarter ended October 31, 2002 as compared to $1,563,981 in the first quarter of the prior year. Gross profit of $731,444 for the first quarter ended October 31, 2002 represented 39.1% of sales as compared to $689,015 which represented 44% of sales in the same period ended October 31, 2001. The Company's net income before income taxes in the first quarter was $94,717 as compared to before tax net income of $89,367 in the same period last year. 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, 2002, the outstanding balance on these lines was $351,429. The lines of credit and current assets of $1,730,796 are deemed sufficient to fund operations for the next twelve months. As of October 31, 2002, the Company had $398,571 available under the lines of credit. VARTECH SYSTEMS INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS OCTOBER 31, 2002 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 12, 2002 C. Wayne Prater President and Chief Executive Officer signed/s/ C. Wayne Prater