8-K/A 1 d27094_form8k-a.txt FORM 8-KA U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------- FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 22, 2001 VARNER TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 333-41026 98-0186841 (State or Other (Commission File Number) (IRS Employer Jurisdiction Identification No.) Incorporation) 1819 Clarkson Road, Suite 204, Chesterfield, Missouri 63017 (Address of Principal Executive Offices) (Zip Code) (314)-530-4532 (Registrant's Telephone Number, including Area Code) Item 7(a). Financial Statements of Business Acquired Financial Statement of Varner Technologies, Inc., a Missouri corporation, as of and for the years ended December 31, 2000 and 1999 are incorporated by reference to the financial statements included in the Registrant's Post-Effective Amendment No. 1 to Registration Statement on Form S-4, as filed with the Commission on July 11, 2001. The following interim financial statements as of and for the 3 and 6 months ended June 30, 2001 and 2000 are provided. 2 VARNER TECHNOLOGIES, INC. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2000 and June 30, 2001 (unaudited)

See accompanying notes to consolidated financial statements. 3 VARNER TECHNOLOGIES, INC. AND SUBSIDIARIES Consolidated Statements of Operations Three and six months ended June 30, 2000 and 2001 (unaudited)

See accompanying notes to consolidated financial statements. 4 VARNER TECHNOLOGIES, INC. AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Equity (Deficit) Years ended December 31, 1999 and 2000 and and June 30, 2001 (unaudited)

See accompanying notes to consolidated financial statements. 5 VARNER TECHNOLOGIES, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Six months ended June 30, 2000 and 2001 (unaudited)

See accompanying notes to consolidated financial statements. 6 VARNER TECHNOLOGIES, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (1) BASIS OF PRESENTATION Basis of Presentation The accompanying unaudited financial statements of Varner Technologies, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operations for the period ended June 30, 2001, are not necessarily indicative of the results that can be expected for the year ended December 31, 2001. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. The financial data at December 31, 2000 is derived from audited financial statements and should be read in conjunction with the audited financial statements and the notes thereto. (2) BUSINESS COMBINATION/MERGER On November 22, 1999, in a private transaction, the Company purchased approximately 90% of Peppermill Capital Corporation, Inc's (Peppermill) stock. The final terms of this business combination/merger have been negotiated, and are contained in a formal Acquisition Agreement, which was executed on June 2, 2000. The merger was approved by the Company's shareholders and on August 21, 2001 the Company was merged into Peppermill. 7 (3) LOSS PER SHARE Basic and diluted net loss per common share was computed by dividing the net loss by the weighted number of shares of common stock outstanding during each period. A reconciliation of the number of shares used in the calculation of basic and diluted loss per share and the calculated amounts of loss per share follows: Six months ended June 30, -------------------------- 2000 2001 ----------- ----------- Shares outstanding - beginning of period 18,765,161 24,637,175 Weighted average number of common shares issued 183,150 243,978 ----------- ----------- Weighted average number of common shares outstanding - end of period 18,948,311 24,881,153 Dilutive shares -- -- ----------- ----------- Dilutive shares outstanding 18,948,311 24,881,153 =========== =========== Net loss (1,124,853) (1,087,292) =========== =========== Basic and diluted earnings per share (.06) (.04) =========== =========== (4) GOING CONCERN UNCERTAINTIES The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. (5) PREFERRED STOCK EXCHANGE During the three months ended March 31, 2001, various shareholders exchanged 300,000 shares of preferred stock, at an exchange rate of 1.6 per share, for 480,000 shares of Class A voting common stock. 8 Item 7(c). Exhibits 23.1 Consent of KPMG LLP SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Varner Technologies, Inc. (Registrant) Date: October 24, 2001 By: /s/ Clayton W. Varner ---------------------------------- Clayton W. Varner, President 9

PEPPERMILL CAPITAL CORP 8-K/A