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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended: April 30, 2003



Commission File No.: 0-24338



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VARIFLEX, INC.

(Exact name of Registrant as specified in its charter)



|Delaware                                                       |  | 95-3164466                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification Number)



5152
North Commerce Avenue

Moorpark, California 93021

(Address of principal executive offices)



Registrants telephone number, including area code: (805) 523-0322



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Indicate by
check mark whether the Registrant (1) has filed all reports required to be filed 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) has been subject to such filing requirements for the past 90 days.  Yes  x  No ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined under Rule 12b-2 of the Exchange Act. Yes ̈No  x



As of May 27, 2003, there were 4,603,771 shares of Common Stock, $.001 par value, outstanding.



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VARIFLEX, INC.

INDEX



|                                                                                                                           |  | Page No.
|-------------------------------------------------------------------------------------------------------------------------- |  | --------
|Part I - Financial Information                                                                                             |  |         
|                                                                                                                          
|Item 1. Financial Statements                                                                                               |  |         
|                                                                                                                          
|Consolidated Balance Sheets at April 30, 2003 (unaudited) and July 31, 2002                                                |  | 3       
|                                                                                                                          
|Consolidated Statements of Operations for the Three Month and Nine Month Periods Ended April 30, 2003 and 2002 (unaudited) |  | 4       
|                                                                                                                          
|Consolidated Statements of Cash Flows for the Nine Months Ended April 30, 2003 and 2002 (unaudited)                        |  | 5       
|                                                                                                                          
|Notes to Consolidated Financial Statements (unaudited)                                                                     |  | 6       
|                                                                                                                          
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations                              |  | 8       
|                                                                                                                          
|Part II - Other Information                                                                                                |  |         
|                                                                                                                          
|Item 1. Legal Proceedings                                                                                                  |  | 15      
|                                                                                                                          
|Item 4. Controls and Procedures                                                                                            |  | 15      
|                                                                                                                          
|Item 6. Exhibits and Reports on Form 8-K                                                                                   |  | 15      



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##### Table of Contents

PART 1

FINANCIAL INFORMATION



Item 1. Financial Statements



VARIFLEX, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)



|                                                                                                                 |  | April 30, 2003 |        |   | July 31, 2002 |  
|---------------------------------------------------------------------------------------------------------------- |  | -------------- | ------ | - | ------------- | -
|                                                                                                                 |  | (Unaudited)    |        |   |               |  
|Assets                                                                                                           |  |                |        |   |               |  
|Current assets:                                                                                                  |  |                |        |   |               |  
|Cash and cash equivalents                                                                                        |  | $              | 9,335  |   |               | $
|Trade accounts receivable, less allowances of $449 and $445 as of April 30, 2003 and
July 31, 2002, respectively |  |                | 19,430 |   |               |  
|Inventory (finished goods)                                                                                       |  |                | 6,826  |   |               |  
|Inventory (raw materials and work-in-process)                                                                    |  |                | 413    |   |               |  
|Deferred income taxes                                                                                            |  |                | 1,198  |   |               |  
|Prepaid expenses and other current assets                                                                        |  |                | 2,258  |   |               |  
|                                                                                                                 |  |                |        |   |               |  
|Total current assets                                                                                             |  |                | 39,460 |   |               |  
|Property and equipment, net                                                                                      |  |                | 406    |   |               |  
|Intangible assets                                                                                                |  |                | 2,011  |   |               |  
|Other assets                                                                                                     |  |                | 329    |   |               |  
|                                                                                                                 |  |                |        |   |               |  
|Total assets                                                                                                     |  | $              | 42,206 |   |               | $
|                                                                                                                 |  |                |        |   |               |  
|Liabilities and stockholders equity                                                                             |  |                |        |   |               |  
|Current liabilities:                                                                                             |  |                |        |   |               |  
|Trade acceptances payable                                                                                        |  | $              | 863    |   |               | $
|Accounts payable                                                                                                 |  |                | 3,157  |   |               |  
|Accrued warranty                                                                                                 |  |                | 1,241  |   |               |  
|Accrued salaries and related liabilities                                                                         |  |                | 893    |   |               |  
|Accrued co-op advertising                                                                                        |  |                | 1,516  |   |               |  
|Accrued returns and allowances                                                                                   |  |                | 978    |   |               |  
|Accrued product liability claims                                                                                 |  |                | 325    |   |               |  
|Other accrued expenses                                                                                           |  |                | 717    |   |               |  
|Current maturities of note payable                                                                               |  |                | 200    |   |               |  
|                                                                                                                 |  |                |        |   |               |  
|Total current liabilities                                                                                        |  |                | 9,890  |   |               |  
|Note payable, less current maturities                                                                            |  |                | 599    |   |               |  
|Commitments and contingencies                                                                                    |  |                |        |   |               |  
|Stockholders equity:                                                                                            |  |                |        |   |               |  
|Preferred stock, $.001 par value, 5,000,000 shares                                                               |  |                |        |   |               |  
|Authorized, none issued and outstanding                                                                          |  |                |       |   |               |  
|Common stock, $.001 par value, 40,000,000 shares                                                                 |  |                |        |   |               |  
|Authorized, 6,044,736 issued as of April 30, 2003 and July 31, 2002                                              |  |                | 9      |   |               |  
|Common stock warrants                                                                                            |  |                | 702    |   |               |  
|Additional paid-in capital                                                                                       |  |                | 21,023 |   |               |  
|Retained earnings                                                                                                |  |                | 18,698 |   |               |  
|Treasury stock, at cost, 1,440,965 shares as of April 30, 2003 and July 31,
2002                                 |  |                | (8,715 | ) |               |  
|                                                                                                                 |  |                |        |   |               |  
|Total stockholders equity                                                                                       |  |                | 31,717 |   |               |  
|                                                                                                                 |  |                |        |   |               |  
|Total liabilities and stockholders equity                                                                       |  | $              | 42,206 |   |               | $
|                                                                                                                 |  |                |        |   |               |  



See accompanying
notes.



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|VARIFLEX, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) | 
|------------------------------------------------------------------------------------------------------ | 
|                                                                                                       | 
|                                                                                                       | 
|Net sales                                                                                              | 
|Cost of goods sold                                                                                     | 
|                                                                                                       | 
|Gross profit                                                                                           | 
|                                                                                                       | 
|Operating expenses:                                                                                    | 
|Selling and marketing                                                                                  | 
|General and administrative                                                                             | 
|                                                                                                       | 
|Total operating expenses                                                                               | 
|                                                                                                       | 
|Income/(loss) from operations                                                                          | 
|                                                                                                       | 
|Other income (expense):                                                                                | 
|Interest expense                                                                                       | 
|Interest income and other                                                                              | 
|                                                                                                       | 
|Total other income                                                                                     | 
|                                                                                                       | 
|Income/loss before income taxes                                                                        | 
|Provision for income taxes                                                                             | 
|                                                                                                       | 
|Net income/(loss)                                                                                      | 
|                                                                                                       | 
|Net income/(loss) per share of common stock:                                                           | 
|Basic                                                                                                  | 
|                                                                                                       | 
|Diluted                                                                                                | 
|                                                                                                       | 
|Weighted average shares outstanding:                                                                   | 
|Basic                                                                                                  | 
|                                                                                                       | 
|Diluted                                                                                                | 
|                                                                                                       | 



See accompanying
notes.



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|VARIFLEX, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) | 
|------------------------------------------------------------------------------- | 
|                                                                                | 
|                                                                                | 
|Operating activities                                                            | 
|Net income/(loss)                                                               | 
|Adjustments to reconcile net income/(loss) to net cash                          | 
|Used in operating activities:                                                   | 
|Depreciation and amortization                                                   | 
|Amortization of intangibles                                                     | 
|Non-cash interest charge                                                        | 
|Deferred income taxes                                                           | 
|Changes in operating assets and liabilities:                                    | 
|Trade accounts receivable                                                       | 
|Inventory                                                                       | 
|Prepaid expenses and other current assets                                       | 
|Trade acceptances payable                                                       | 
|Accounts payable                                                                | 
|Other current liabilities                                                       | 
|                                                                                | 
|Net cash used in operating activities                                           | 
|                                                                                | 
|Investing activities                                                            | 
|Purchases of property and equipment                                             | 
|Other assets                                                                    | 
|                                                                                | 
|Net cash provided by (used in) investing activities                             | 
|                                                                                | 
|Financing activities                                                            | 
|Principal payment on note payable                                               | 
|                                                                                | 
|Net cash used in financing activities                                           | 
|                                                                                | 
|Net decrease in cash                                                            | 
|Cash and cash equivalents at beginning of period                                | 
|                                                                                | 
|Cash and cash equivalents at end of period                                      | 
|                                                                                | 



See accompanying
notes.



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VARIFLEX,
INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note 1. Basis of Presentation



The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and nine month periods ended April 30, 2003 are not necessarily indicative of the results that may be expected for the full fiscal year. For further information, refer to the financial statements and
footnotes thereto included in the Companys annual report on Form 10-K for the fiscal year ended July 31, 2002.



Note 2. Earnings per Share



Basic earnings per share exclude any dilutive effects of options, warrants and convertible securities. Diluted earnings per share include
the dilutive effects of stock options and warrants. For the three and nine month periods ended April 30, 2003 and 2002, diluted earnings per share excluded the effect of all options and warrants as their effect would have been antidilutive.



Note 3. Segment Information



Pursuant to Statement of Financial Accounting Standards No.
131 (SFAS No. 131), Disclosures about Segments of an Enterprise and Related Information, the Company has determined, based on its internal system of management reporting and its assessment of performance as a single operating
unit, that during the three and nine months ended April 30, 2003 and 2002, it operated in only one segment. The Company classifies its products into similar product groupings. The action sport products primarily include in-line skates and
skateboards. The outdoor products primarily include portable instant canopies and springless trampolines. The protective products include recreational protective equipment, such as wrist guards, elbow pads, knee pads, and helmets.



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Sales of
similar products within the segment are as follows:



|                        |  | Nine months ended April 30, |        |   | Three months ended April 30, |  
|----------------------- |  | --------------------------- | ------ | - | ---------------------------- | -
|                        |  | 2003                        |        |   | 2002                         |  
|Action sport products   |  | $                           | 20,822 |   |                              | $
|Outdoor products        |  |                             | 23,420 |   |                              |  
|Protective products     |  |                             | 1,769  |   |                              |  
|Other products          |  |                             | 333    |   |                              |  
|                        |  |                             |        |   |                              |  
|Total gross sales       |  |                             | 46,344 |   |                              |  
|Returns and allowances  |  |                             | (1,745 | ) |                              |  
|Cooperative advertising |  |                             | (814   | ) |                              |  
|                        |  |                             |        |   |                              |  
|Total net sales         |  | $                           | 43,785 |   |                              | $
|                        |  |                             |        |   |                              |  



Note 4. Legal
Proceedings



From time to time, the Company is
involved in claims involving product liability arising in the ordinary course of its business. The Company carries product liability insurance coverage with self-insured retention deductible claims and routinely reserves against such claims. In the
opinion of the management, any additional liability to the Company arising under any pending product liability claims would not materially affect its financial condition, results of operations, or cash flows.



Note 5. Stock Based Compensation



Employee stock options are accounted for under Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, as amended and interpreted, which requires recognition of expense when the option price is less that the fair value of the stock at the date of grant. The Company
generally awards options for a fixed number of shares at an option price equal to the fair value of the stock at the date of the grant. The Company has adopted the disclosure-only provisions of the Financial Accounting Standards Boards
Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation (SFAS 123) as amended by SFAS No. 148, Accounting for Stock-based Compensation  Transitional Disclosure.



If the Company recognized employee stock option related
compensation expense in accordance with SFAS 123 and used the Black-Scholes model for determining the weighted average fair value of options granted, the Companys net income and earnings per share would have been reduced to the pro forma
amounts indicated below:



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|                                                                    |  | Nine months ended April 30, |      |   | Three months ended April 30, |  
|------------------------------------------------------------------- |  | --------------------------- | ---- | - | ---------------------------- | -
|                                                                    |  | 2003                        |      |   | 2002                         |  
|Net income/(loss) as reported                                       |  | $                           | 680  |   |                              | $
|Stock-based employee compensation costIncluded in reported net loss |  |                             |     |   |                              |  
|Pro forma stock-based employee compensation cost under SFAS 123     |  |                             | (160 | ) |                              |  
|                                                                    |  |                             |      |   |                              |  
|Pro forma net income/(loss)                                         |  | $                           | 520  |   |                              | $
|                                                                    |  |                             |      |   |                              |  
|Earnings/(loss) per share:                                          |  |                             |      |   |                              |  
|Basic  as reported                                                 |  | $                           | 0.15 |   |                              | $
|                                                                    |  |                             |      |   |                              |  
|Basic  pro forma                                                   |  | $                           | 0.11 |   |                              | $
|                                                                    |  |                             |      |   |                              |  
|Diluted  as reported                                               |  | $                           | 0.15 |   |                              | $
|                                                                    |  |                             |      |   |                              |  
|Diluted  pro forma                                                 |  | $                           | 0.11 |   |                              | $
|                                                                    |  |                             |      |   |                              |  



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Overview



The Company is a leading distributor and wholesaler in the United States of in-line skates, skateboards, recreational protective equipment
(such as wrist guards, elbow pads and knee pads used by skaters and skateboarders), helmets, canopies, and trampolines. The Company designs and develops these products, which are then manufactured to the Companys detailed specifications by
independent contractors. The Company distributes its products throughout the United States and, to a lesser extent, in foreign countries.



Net sales consist of invoiced sales less agreed upon programs, (primarily returns and allowances, and cooperative advertising expenses).
The Company sells its products primarily to mass merchandise, major sporting goods and major home improvement retailers. The Company uses a combination of internal sales personnel and independent sales representatives to provide sales support.



Costs of goods sold consist of product costs,
freight distribution, warehouse costs, payroll expenses, facility costs, and other product related costs such as warranty expenses and royalty fees. The Company does not own or operate any manufacturing facilities and sources its products through
independent contract manufacturers.



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Operating
expenses consist of selling and marketing costs and general and administrative costs. Selling and marketing costs consist of payroll expenses, sales commissions and other promotional items. General and administrative costs consist of payroll, legal,
accounting, information systems, product development, intangible amortization and other overhead expenses.



Other income and expenses consists of interest income, interest expense and other non-operating items.



Results of Operations



Net Sales. Net sales for the third
quarter of fiscal 2003 (the quarter ended April 30, 2003) totaled $21,303,000 compared to $13,663,000 for the third quarter of fiscal 2002, representing an increase of $7,640,000 or 56%. For the nine months ended April 30, 2003, net sales totaled
$43,785,000 compared to $30,168,000 for the corresponding period of the prior year, representing an increase of $13,617,000 or 45%.



Gross sales of action sport products increased $3,595,000, or 100% and $9,004,000, or 76% for the quarter ended April 30, 2003 and the
nine month period ended April 30, 2003 respectively. The increase in action sports for the quarter was primarily the result of greater sales of in-line skates as a result of the company securing an exclusive in-line skate program with one of its top
customers for a two year period beginning in 2003 and, to a lesser extent, sales of new products. Gross sales of outdoor products increased $4,679,000, or 47% and $6,839,000, or 41% for the quarter ended April 30, 2003 and the nine month period
ended April 30, 2003 respectively. The increase in outdoor products for the quarter was a result of a 64% increase in sales of canopies partially offset by a 3.5% decrease in sales of trampolines. For the nine month period the increase in outdoor
product sales was primarily due to an increase in sales of canopies and to a lesser extent trampolines. The increased sales in both action sports and outdoor products were partially offset by a $257,000, or 35% and $1,715,000, or 49% reduction in
protective products for the quarter ended April 30, 2003 and the nine month period ended April 30, 2003, respectively. This decrease in gross sales of protective products was largely the result of the expiration of a license to use the X-Games logo
on certain products.



The following table shows
the Companys major product categories as a percentage of total gross sales for the third quarter and first nine months of fiscal 2003 compared to the third quarter and first nine months of fiscal 2002. Action sport products include in-line
skates, skateboards, scooters and bike accessories. Outdoor products include portable instant canopies and springless trampolines. Protective products include recreational protective equipment, such as wrist guards, elbow pads, knee pads and
helmets.



|                      |  | Nine months ended April 30, |   |  | Quarter ended April 30, |  
|--------------------- |  | --------------------------- | - |  | ----------------------- | -
|                      |  | 2003                        |   |  | 2002                    |  
|Action sport products |  | 45                          | % |  | 37                      | %
|Outdoor products      |  | 51                          | % |  | 51                      | %
|Protective products   |  | 3                           | % |  | 11                      | %
|Other products        |  | 1                           | % |  | 1                       | %
|                      |  |                             |   |  |                         |  
|Total                 |  | 100                         | % |  | 100                     | %
|                      |  |                             |   |  |                         |  



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Gross
Profit. Gross profit for the third quarter of fiscal 2003 totaled $4,043,000 compared to $2,679,000 for the third quarter of fiscal 2002, an increase of $1,364,000 or 51%. The Companys gross margin was 19.0% of net sales for the
quarter ended April 30, 2003, compared to 19.6% for the quarter ended April 30, 2002. The slight decrease in gross margin percentage was a result of lower margins on canopy sales as a result of increased competition and overall pricing trends. The
margin impact was mitigated by an increase in sales and by a substantial portion of labor and overhead costs being fixed in nature and therefore, not increasing with higher sales volumes. Gross profit for the nine months ended April 30, 2003 totaled
$7,073,000 compared to $4,135,000 in fiscal 2002, an increase of $2,938,000 or 71%. Gross margin was 16.2% for the nine months ended April 30, 2003, compared to 13.7% for the nine months ended April 30, 2002. The increase in gross margin for the
nine month period was largely due to the increased sales during the period and the fixed costs noted above not increasing with higher sales volumes, partially offset by lower gross profit margins on increased direct sales and to a lesser extent
competitive pricing.



Operating
Expenses. The Companys selling and marketing expenses totaled $808,000 for the third quarter of fiscal 2003, compared to $764,000 in the third quarter of 2002, an increase of $44,000 or 5.8%. Selling and marketing expenses for the
third quarter of fiscal 2003 amounted to 3.8% of net sales, compared to 5.6% during the third quarter of fiscal 2002. The increase in selling and marketing expense during the quarter was attributable to expanding the companys domestic sales
force, as well as an increase in commission expense as a result of higher sales. For the nine months ended April 30, 2003, selling and marketing expenses totaled $1,866,000 compared to $1,761,000 for the corresponding period of the prior year,
representing an increase of $105,000 or 6.0%. Selling and marketing expenses for the first nine months of fiscal 2003 amounted to 4.3% of net sales, compared to 5.8% during the first nine months of fiscal 2002. The increase in selling and marketing
expense for the nine month period was due to increases in commission expense as a result of higher sales partially offset by lower trade show and promotional expenses.



General and administrative expenses totaled $1,409,000 in the third quarter of 2003, which was relatively
flat as compared to $1,419,000 in the third quarter of 2002. General and administrative expenses for the third quarter of fiscal 2003 amounted to 6.6% of net sales, compared to 10.4% in the prior year as a result of higher sales during the current
period. For the nine months ended April 30, 2003, general and administrative expenses totaled $4,109,000 compared to $4,463,000 for the corresponding period of the prior year, representing a decrease of $354,000 or 7.9%. General and administrative
expenses for the first nine months of fiscal 2003 amounted to 9.4% of net sales, compared to 14.8% during the first nine months of fiscal 2002. The decrease in general and administrative expenses for the nine months ended April 30, 2003 is
attributable to certain non-recurring expenses in 2002 associated with facility maintenance, consulting and recruitment fees associated with the hiring of key Company personnel.



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Other
Income (Expense). Other income totaled $17,000 in the third quarter of 2003, compared to $50,000 in the third quarter of 2002, a decrease of $33,000 or 66%. For the nine months ended April 30, 2003, other income totaled $87,000 compared
to $247,000 for the corresponding period of the prior year, a decrease of $160,000 or 65%. The decrease for the third quarter and first nine months was primarily due to decreased interest rates available on the Companys cash and cash
equivalents.



Provision for Income
Taxes. The income tax provision for the third quarter and nine months of fiscal 2003 was $505,000 compared to zero in both the prior periods. The effective rate differs from the federal statutory rate due to changes in the valuation
allowance, certain expenses not deductible for tax purposes and state taxes. At April 30, 2003, the Company had a valuation allowance of approximately $2.0 million against a portion of its net deferred tax assets. To the extent that the Company
generates sufficient taxable ordinary income in the future, the valuation allowance may be reduced. Should the Company not generate sufficient taxable income in the future, the valuation may need to be increased. Approximately $1.3 million of the
valuation allowance would only be reversed and reflected as a reduction of income tax expense if the Company generates qualifying capital gain income, which we do not expect to occur in the foreseeable future.



Liquidity and Capital Resources



The Company funds its activities principally from cash flow
generated from operations and a credit facility with a major bank. Cash and cash equivalents totaled $9,334,000 as of April 30, 2003, compared to $12,169,000 as of July 31, 2002. Cash equivalents are invested in money market funds which consist of
investment-grade short-term instruments and government securities. The Company currently plans to continue investing cash in this manner. The decrease in cash and cash equivalents of $2,834,000 was due to higher accounts receivable balances related
to the increase in sales. Net working capital as of April 30, 2003 was $29,570,000, compared to $28,491,000 as of July 31, 2002. The Companys current ratio (which measures the liquidity of the Company by comparing the current assets as a
percentage of current liabilities) was 4.0:1 as of April 30, 2003, compared to 4.6:1 at July 31, 2002.



The Company has a credit agreement with a major bank providing a $9,000,000 revolving line of credit with separate sub-limits of
$9,000,000 for the issuance of commercial letters of credit and $2,000,000 for actual cash borrowing. The agreement is secured by substantially all the assets of the Company and carries an interest rate equal to the banks reference
rate which is equivalent to prime and offers certain LIBOR based interest options. The Company is in compliance with all monthly financial covenants called for in the credit agreement. Borrowings for letters of credit have varied,
typically reaching the highest levels in the pre-Christmas and the spring seasons. The outstanding balance on letters of credit on April 30, 2003 was $2,033,000 leaving approximately $6,967,000 available for issuance of letters of credit, inclusive
of a separate sub-limit of $2,000,000 available for cash borrowings. Since the Company expects to finance its 2003 operations from operating cash flow and existing cash reserves, the Company does not currently anticipate borrowing cash available
under the line during this fiscal year. The current agreement expires on May 1, 2005.



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The Company
had long-term debt of $599,000 as of April 30, 2003 compared to $739,000 as of July 31, 2002, with the decrease due to a $200,000 principal payment made in the first quarter, offset by accrued interest for the period. The long term debt arose as a
result of a patent that was purchased in April 2000 which involved a collapsible canopy with a telescoping roof support structure and is payable in installments of $200,000 each year, to be paid over an eight year period with a final payment on
August 1, 2007.



Lease Commitments



The Company leases warehouse and office
facilities under an operating lease that requires minimum monthly payments of $62,000, and also provides for the lessee to pay property taxes, insurance, repairs and maintenance and utilities. The lease expires on December 31, 2005 and is subject to
escalation every eighteen months based on changes in the consumer price index. The Company has an option to extend this lease for sixty months based on the escalation amount determined above and the Company has a right of first offer to purchase
this facility. The Company also leases two additional buildings used for warehouse space under operating leases requiring minimum monthly payments of $24,000 and $3,600, respectively, both of which amounts include property taxes, insurance, repairs
and maintenance, and utilities. These agreements both expire in June 2004.



Annual future minimum lease payments under existing operating leases are as follows:



|                             |  | Operating Leases
|---------------------------- |  | ----------------
|                             |  | (In thousands)  
|Years ending July 31:        |  |                 
|Three months ending 2003     |  | $               
|2004                         |  |                 
|2005                         |  |                 
|2006                         |  |                 
|2007 and thereafter          |  |                 
|                             |  |                 
|Total minimum lease payments |  | $               
|                             |  |                 



Sensitivity



The
Company does not believe that the fluctuation in the value of the dollar in relation to the currency of its suppliers has any significant material and adverse impact on the Companys ability to purchase products at agreed upon prices.
Typically, the Company and its suppliers negotiate prices in U.S. Dollars and payments to suppliers are also made in U.S. Dollars. Nonetheless, there can be no assurance that the value of the dollar will not have an impact upon the Company in the
future if it fluctuates significantly against foreign currencies.



The Companys exposure to market rate risk for changes in interest rates relates primarily to the Companys investment in short-term instruments and money market funds. The Company also has interest rate
sensitivity related to its revolving direct advance line of credit.



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Risks
Associated With Forward Looking Statements



From time to
time, the Company may make certain statements that contain forward-looking information or statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Words such as believe,
intends, expects, anticipates and similar expressions are intended to identify such forward-looking statements. Forward-looking statements may be made by management orally or in writing, including, but not limited
to, in press releases, as part of the Managements Discussion and Analysis of Financial Condition and Results of Operations contained in this Report, and in the Companys other filings with the Securities Exchange Commission.
Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Such forward-looking statements are subject to certain
risks, uncertainties and assumptions, including, without limitation those identified below. Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results of current or
future operations may vary materially from those anticipated, estimated, or projected. The Company undertakes no obligations to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date
of this report.



There are risks and uncertainties that may
affect our future operating results, business and financial condition, including, but not limited to the following risks: (1) the risk of reduction in consumer demand for the product categories in which the Company does business or the
Companys products in particular; (2) a slowdown in economic conditions in general and the retail sector in particular; (3) the risk of loss of one or more of the Companys major customers; (4) the risks inherent in the design,
development, and sale of new products and product enhancements, including those associated with patent issues and marketability; (5) the risk that the Company may not be able to continue to provide its products at prices that are competitive or that
it can continue to design and market products that appeal to consumers even if price-competitive; (6) fluctuations in the companys quarterly operating results may negatively affect the Companys stock price; (7) reliance on foreign
suppliers to source the Companys products could make it difficult to enforce our rights abroad and to quickly find alternative sources of supply if needed; (8) the Company product mix subjects it to potentially large product liability
claims; (9) The risk that any of our larger customers could be acquired by, or merge with entities selling our competitors products; (10) reliance on foreign suppliers predominantly in Asia which subjects the Company to possible adverse effects from
the current outbreak of SARS.



Readers are also encouraged to
refer to the Companys most recent annual report on Form 10-K for a further discussion of the Companys business and the risks and opportunities attendant thereto.



Critical Accounting Policies



Use of Estimates  Financial statements prepared in accordance with generally accepted
accounting principles require management to make estimates and judgments that affect amounts and disclosures reported in the financial statements. Actual results could differ from those estimates. Significant estimates made in preparing the
consolidated financial statements include allowances made against accounts receivables, reserves taken against inventory, accruals for sales returns and allowances, warranty, product liability claims, and other litigation related matters.





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Accounts
Receivable  Accounts receivable consist primarily of amounts due to us from our normal business activities. The Companys ability to collect outstanding receivables from our customers is critical to our operating performance and
cash flows. We maintain an allowance for doubtful accounts to reflect the estimated future uncollectability of accounts receivable based on past collection history and specific risks that have been identified by reviewing current customer
information.



Inventory 
Inventories consist primarily of finished products purchased in bulk categories to be sold to our customers. We state our inventories at lower of cost or market. In assessing the ultimate realization of inventories, we are required to make judgments
as to the future selling prices and demand requirements and compare that with the current or committed inventory levels. In addition, a reserve for inventory is maintained to reflect the expected net realizable value of inventory based on an
evaluation of slow-moving products.



Revenue Recognition  We recognize revenue when products are shipped. Sales are shown net of estimated allowances for returns, discounts, and cooperative advertising.



Warranties/Returns  The Company records a
liability for the estimated costs of product warranties and returns at the time revenue is recognized. The Companys warranty and returns obligations are affected by product failure rates, material usage, and other factors. The estimate of
costs to service its warranty and returns obligation is based on historical experience and expectation of future conditions. To the extent the Company experiences increased warranty claim and returns activity or increased costs with servicing those
claims, its warranty and returns accrual will increase, resulting in decreased gross profit.



Product Liability  The Company is involved in various claims arising from the sale of products in the normal course of business. The Company carries product liability insurance on
its products. Under the insurance policy, any settlements on product liability claims require the Company to pay a deductible, depending on the type of product. Management and its legal counsel periodically review the claims for merit and for those
claims that are deemed to be of merit the Company estimates its portion of the potential settlement and provides an accrual for that amount.



Deferred Taxes  The Company records a valuation allowance to reduce tax assets to the amount that is more likely than
not to be realized. Realization of our deferred tax assets is principally dependent upon our achievement of projected future taxable income. Our judgment regarding future profitability may change due to future market conditions and other factors.
These changes, if any, may require possible material adjustments to these deferred tax asset balances.





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PART II

OTHER INFORMATION



Item 1. Legal Proceedings



See Note 4 to Notes to Consolidated Financial Statements included in Part I of this Form 10-Q, which is incorporated herein by this reference.



ITEM 4. CONTROLS AND PROCEDURES



| | (a) |  | Evaluation of disclosure controls and procedures
| | --- |  | ------------------------------------------------



The term disclosure controls and procedures refers to the controls and other procedures of a company that are designed to
ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized and reported within required time periods. Within 90
days prior to the date of this report (May 15, 2003), our Chief Executive Officer and our Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that, as of May 15, 2003, such controls and procedures were effective at ensuring that required information will be disclosed on a timely basis in our periodic reports filed under the Exchange Act.



| | (b) |  | Changes in internal controls
| | --- |  | ----------------------------



There were no significant changes to our internal controls or in other factors that could significantly affect our internal controls
subsequent to May 15, 2003.



Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits.
| | --- |  | ---------



None.



| | (b) |  | Reports on Form 8-K.
| | --- |  | --------------------



No reports on Form 8-K were filed by the Registrant during the quarter to which this Form 10-Q relates.



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SIGNATURES



Pursuant to
the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|             |  |  |  | VARIFLEX, INC.             
|------------ |  |  |  | ---------------------------
|            
|May 28, 2003 |  |  |  | /s/      RAYMOND H. LOSI II
|             |  |  |  |                            



|            
|------------
|May 28, 2003
|            









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CERTIFICATIONS



I, Raymond H. Losi II,
certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Variflex, Inc.
| | -- |  | --------------------------------------------------------------------



| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent functions):
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date: May 28, 2003



/s/        RAYMOND H.
LOSI IIRaymond H. Losi II Chief Executive Officer




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##### Table of Contents



CERTIFICATIONS



I, Petar Katurich certify
that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of Variflex, Inc.
| | -- |  | --------------------------------------------------------------------



| | 2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report
(the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent functions):
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. |  | The registrants other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date: May 28, 2003



/s/    PETAR KATURICHPetar Katurich Chief Financial Officer




18