VARTECH SYSTEMS INC
10-Q, 1997-12-17
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                    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.


                                   

<PAGE>
                      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-
<PAGE>

                    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- 
<PAGE>                                                    
                    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-

<PAGE>

                   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-     

<PAGE>
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-
<PAGE>

                    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-
<PAGE>

                         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 



<PAGE>


                               EXHIBIT INDEX

EXHIBIT                                             METHOD OF FILING 
- -------                                       -----------------------------
  27.     Financial Data Schedule             Filed herewith electronically 

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>   

This schedule contains summary financial information extracted from the
balance sheet and statement of operations of the Company's Form 10-Q for the
year to date, and is qualified in its entirety by reference too such
financial statements.

</LEGEND>
<CIK>0000846535
<NAME> RICHMOND CAPITAL CORPORATION
<PERIOD-TYPE>                       3-MOS
<FISCAL-YEAR-END>                                   JUL-31-1997
<PERIOD-END>                                        OCT-31-1997
<CASH>                                                     8159
<SECURITIES>                                               6500
<RECEIVABLES>                                            907847
<ALLOWANCES>                                                  0   
<INVENTORY>                                              204755
<CURRENT-ASSETS>                                        1163350
<PP&E>                                                   357065
<DEPRECIATION>                                                0
<TOTAL-ASSETS>                                          1649108
<CURRENT-LIABILITIES>                                   1133814
<BONDS>                                                       0
<COMMON>                                                   1950
                                         0
                                                   0
<OTHER-SE>                                               274449
<TOTAL-LIABILITY-AND-EQUITY>                            1649108      
<SALES>                                                 1611555
<TOTAL-REVENUES>                                        1611555
<CGS>                                                   1185082
<TOTAL-COSTS>                                           1185082          
<OTHER-EXPENSES>                                         522712    
<LOSS-PROVISION>                                              0
<INTEREST-EXPENSE>                                            0
<INCOME-PRETAX>                                          (96239)    
<INCOME-TAX>                                                  0
<INCOME-CONTINUING>                                           0 
<DISCONTINUED>                                                0 
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                             (96239)  
<EPS-PRIMARY>                                             (0.05)
<EPS-DILUTED>                                             (0.05)

</TABLE>


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