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, 1997 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: (504) 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 9, 1997. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. Vartech Systems Inc. and Subsidiary Balance Sheet October 31, July 31, 1997 1997 Unaudited Audited --------- ------- ASSETS Current Assets Cash $ 8,159 $ 100,796 Investments 6,500 6,500 Accounts receivable 907,847 921,338 Inventory 204,755 291,350 Prepaid expenses 16,667 16,667 Deferred income taxes 19,422 19,422 ---------- ---------- Current assets 1,163,350 1,356,073 Property and equipment (net of depreciation) 357 065 401,232 Leasehold improvements (net of depreciation) 7,896 31,994 Note receivable - officer - 14,202 Deposits 105,706 105,706 Goodwill 10,391 10,853 Other assets 4,700 4,660 ---------- ---------- Total assets $1,649,108 $1,924,720 ---------- ---------- -2- Vartech Systems Inc. and Subsidiary Balance Sheet LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities Accounts payable 712,089 985,216 Accrued payables 100,030 83,575 Notes payable 284,186 136,222 Current maturities - Long-Term debt 37,509 84,313 Income taxes payable - 41,842 ---------- ---------- Total current liabilities 1,133,814 1,331,168 Deferred Income Taxes 5,760 5,760 Long term debt 233,135 162,381 Stockholder loan - 52,774 ---------- ---------- Total liabilities 1,372,709 1,552,083 Common stock - $.001 par value 100,000,000 shares authorized 1,950,000 and 1,937,300 shares issued and outstanding at October 31, 1997 and July 31, 1997 1,950 1,937 Capital in excess of par value 412,472 412,485 Retained earnings (138,023) ( 41,785) ---------- ---------- Total shareholders' equity 276,399 372,637 Total liabilities and shareholders' equity $1,649,108 $1,924,720 ---------- ---------- -3- Vartech Systems Inc. and Subsidiary Statement of Operations (Unaudited) Quarter Ended October 31, 1997 1996 ---------- -------- Revenues Sales $1,611,555 $402,570 Cost of sales 1,185,082 201,320 ---------- -------- Gross profit 426,473 201,250 Expenses 522,712 136,762 ---------- -------- Income $ ( 96,239) $ 64,488 Per common share (0.05) .04 Weighted number shares outstanding 1,950,000 1,787,300 -4- Vartech Systems Inc and Subsidiary Statement of Cash Flows (Unaudited) Three Months Ended Quarter Ended October 31, 1997 1996 --------- -------- Cash flow from operating activates Net income (loss) $(96,239) $ 64,488 Noncash items included in net income Depreciation and amortization 26,255 5,000 Net changes in: Accounts receivable and other assets 13,451 (116,554) Inventory 86,595 (5,000) Accounts payable and accrued expenses (298,514) 48,394 --------- -------- Net cash provided(used)by operating activities (268,452) (3,672) --------- -------- Cash flows from investing activities Sale of property and equipment 42,473 - Cash flow from financing activities Changes in notes payable 119,140 8,068 Changes in notes receivable 14,202 - --------- -------- Net increase (decrease) in cash (92,637) (11,740) Cash and equivalents, beginning of period 100,796 18,683 --------- -------- Cash and equivalents, end of period $ 8,159 $ 6,943 --------- -------- -5- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS THREE MONTHS ENDED OCTOBER 31, 1997 COMPARED TO OCTOBER 31, 1996 The Company's revenues increased by 408% to $1,611,555 in the first quarter of fiscal 1998 as compared to $402,570 in the first quarter of fiscal 1997. The increase was due to the acquisition of 21st Century Professionals, Inc. as of June 30, 1997. The Company's costs and expenses increased in the period to $1,707,794 or 106% of revenues as compared to $338,082 or 85% in the same period of 1997. The primary difference in the two periods was due to the acquisition of 21st Century Professionals, Inc. and the elimination of certain product lines. Start up costs in new areas and additional staffing were also factors. The Company's net loss in the first quarter of 1997 was $96,239 as compared to net income of $64,488 in the same period in fiscal 1996. The decrease in net income was a result of the factors mentioned above. LIQUIDITY AND CAPITAL RESOURCES The Company has three lines of credit totaling $400,000 which it uses for short-term borrowing to acquire inventory and finance the increase in accounts receivable. On October 31,1997, the outstanding balance on these lines was $284,186. The lines of credit and its current assets of $1,127,261 are deemed sufficient to fund operations for the next twelve months. As of October 31, 1997, the Company had $115,814 available under the lines of credit. -6- VARTECH SYSTEMS, INC AND SUBSIDIARY NOTES TO UNAUDITED FINANCIAL STATEMENTS October 31, 1997 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 include 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. -7- 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 9, 1997 J. Keith Henderson President signed/s/ J. Keith Henderson EXHIBIT INDEX EXHIBIT METHOD OF FILING - ------- ----------------------------- 27. Financial Data Schedule Filed herewith electronically