FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                  Quarterly Report Under Section 13 or 15 (d)
                    of the Securities Exchange Act of 1934

                     For Quarter Ended September 30, 2000

                        Commission File Number 0-13898

                               VERAMARK TECHNOLOGIES, INC.

            (Exact name of registrant as specified in its charter)

          DELAWARE                             16-1192368
(State or other jurisdiction of        (IRS Employer Identification
Incorporation or Organization)                    Number)


     3750 MONROE AVENUE, PITTSFORD, NY            14534
(Address of principal executive offices)     (Zip Code)

                         (716) 381-6000
(Registrant's telephone number, including area code)

                              N/A
(Former name, former address and former fiscal year, if changed since last
report)

     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 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
requirement for the past 90 days.

          YES      XX         NO

     Indicate the  number of shares outstanding of each of the issuer's classes
of common stock, as of September 30, 2000.

     Common stock, par value $.10            8,104,713 shares

     This report consists of 15 pages.

<PAGE>

                                                                      PAGE

PART I    FINANCIAL INFORMATION

   Item 1 Financial Statements

          Condensed Balance Sheets -                                  3 -  4
          September 30, 2000 and December 31, 1999

          Condensed Statements of Operations -                        5
          Three and Nine Months Ended September 30, 2000 and 1999

          Condensed Statements of Cash Flows -                        6
          Nine Months Ended September 30, 2000 and 1999

          Notes To Condensed Financial Statements                     7 -  8


   Item 2 Management's Discussion and Analysis of                     9 - 12
          Financial Condition and Results of Operations



PART II   OTHER INFORMATION

   Item 6 Exhibits and Reports on Form 8-K                           13 - 14


<PAGE>
                       PART  I -  FINANCIAL INFORMATION

                          VERAMARK TECHNOLOGIES, INC.

                           CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                      SEPTEMBER 30,            DECEMBER 31,
ASSETS                                                        2000                    1999
<S>                                         <C>                     <C>
CURRENT ASSETS:                                         (Unaudited)
   Cash and Cash Equivalents                         $    803,320            $  2,894,500
   Investments                                            805,995               5,137,268
   Accounts Receivable, trade (net of
     allowance for doubtful accounts of
     $252,000 and $260,000, respectively)               2,280,150               3,821,244
   Net Inventories                                        401,591                 557,123
   Prepaid Expenses                                       272,931                 596,574
                                                     ------------            ------------
        Total Current Assets                            4,563,987              13,006,709


PROPERTY AND EQUIPMENT                                  6,703,409               7,664,867
   Less Accumulated Depreciation                       (3,988,463)             (4,563,669)
                                                     ------------            ------------
        Property and Equipment (Net)                    2,714,946               3,101,198


OTHER ASSETS:
   Software Development Costs
     (Net of accumulated amortization of
     $2,089,717 and  $1,531,720,
     respectively)                                      2,338,704               2,691,807
   Pension Assets                                       1,977,710               1,977,710
   Deposits and Other Assets                              629,677                 511,858
                                                     ------------            ------------
   Total Other Assets                                   4,946,091               5,181,375


TOTAL ASSETS                                         $ 12,225,024            $ 21,289,282
                                                     ============            ============
</TABLE>
See notes to Condensed Financial Statements.




<PAGE>

                          VERAMARK TECHNOLOGIES, INC.

                           CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                 September 30,           December 31,
                                                                         2000                   1999
                                                                   (Unaudited)

<S>                                                    <C>                       <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts Payable                                               $    649,852            $    827,837
  Accrued Compensation and Related Taxes                            1,812,129               2,021,102
  Deferred Revenue                                                  2,292,009               3,515,957
  Other Accrued Expenses and Current Liabilities                      280,670                 438,787
                                                                 ------------            ------------
     Total Current Liabilities                                      5,034,660               6,803,683

Note Payable                                                                -               1,100,000
Long Term Portion of Capital Leases                                    45,167                 110,712
Pension Obligation                                                  3,328,255               3,043,771
                                                                 ------------            ------------
    Total Liabilities                                               8,408,082              11,058,166


STOCKHOLDERS' EQUITY:
  Common Stock, par value $.10,
   40,000,000 shares authorized; issued and
   outstanding, 8,184,938 and  8,143,673, respectively                818,494                 814,367
  Additional Paid-in Capital                                       20,065,765              20,109,463
  Retained Deficit                                                (16,681,560)            (10,306,957)

Treasury Stock (80,225 shares at cost)                               (385,757)               (385,757)
                                                                 ------------            ------------
Total Stockholders' Equity                                          3,816,942              10,231,116

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $ 12,225,024            $ 21,289,282
                                                                 ============            ============

</TABLE>

See notes to Condensed Financial Statements.



<PAGE>

                          VERAMARK TECHNOLOGIES, INC.

                      CONDENSED STATEMENTS OF OPERATIONS


                                  (Unaudited)



<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED                           NINE MONTHS ENDED
                                                      SEPTEMBER 30,                               SEPTEMBER 30,
                                                  2000            1999                       2000               1999

<S>                                    <C>               <C>               <C>       <C>              <C>
SALES                                        $ 4,889,126       $ 7,537,346               $ 12,915,402      $21,281,447

COSTS AND OPERATING EXPENSES:
  Cost of Sales                                  821,037           913,687                  2,424,266        2,756,922
  Engineering & Software Development             950,090         1,727,938                  4,450,325        4,157,884
  Selling, General and Administrative          3,351,556         4,044,473                 11,850,808       11,982,298
                                             -----------       -----------               ------------      -----------
   Total Costs and Operating Expenses          5,122,683         6,686,098                 18,725,399       18,897,104


INCOME (LOSS) FROM OPERATIONS                   (233,557)          851,248                 (5,809,997)       2,384,343

NET INTEREST INCOME (EXPENSE)                     11,507           (15,320)                    34,336           43,515

MERGER EXPENSES (Note 4)                               -                 -                    598,942                -
                                             -----------       -----------               ------------      -----------

INCOME (LOSS) BEFORE INCOME TAXES               (222,050)          835,928                 (6,374,603)       2,427,858

INCOME TAXES                                           -            30,000                          -           75,000
                                             -----------       -----------               ------------      -----------

NET INCOME (LOSS)                              $(222,050)      $   805,928               $ (6,374,603)     $ 2,352,858
                                             ===========       ===========               ============      ===========

INCOME (LOSS) PER SHARE:
    Basic                                       $   (.03)            $ .10                     $ (.79)           $ .30
                                                ========             =====                     ======            =====
    Diluted                                     $   (.03)            $ .09                     $ (.79)           $ .27
                                                ========             =====                     ======            =====

</TABLE>


SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.



<PAGE>
                          VERAMARK TECHNOLOGIES, INC.
                      CONDENSED STATEMENTS OF CASH FLOWS

                                             Nine Months Ended September 30,
<TABLE>
<CAPTION>
        2000                  1999

                                                     (Unaudited)



<S>                                                     <C>                      <C>
OPERATING ACTIVITIES:
Net Income (Loss)                                            $ (6,374,603)          $2,352,858
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided (Used) by Operating Activities:
  Depreciation and Amortization                                 1,434,745            1,289,973
  Provision for Losses on Accounts Receivable                      27,000              (23,000)
  Provision for Inventory Obsolescence                            114,997               69,500
  Loss on Disposal of Fixed Assets                                 15,991                2,492

  Changes in Assets and Liabilities:
     Accounts Receivable                                        1,514,094             (727,538)
     Inventories                                                   40,535              (66,419)
     Prepaid Expenses                                             160,054             (213,592)
     Deposits and Other Assets                                   (117,819)              73,895
     Accounts Payable                                            (177,985)             (80,474)
     Accrued Compensation and Related Taxes                      (208,973)             579,379
     Deferred Revenue                                          (1,223,948)            (312,213)
     Other Current Liabilities                                   (158,117)            (452,385)
     Increase in Pension Obligation                               284,484              270,397
                                                              -----------           ----------
  Net Adjustments                                               1,705,058              410,015
                                                              -----------           ----------

  Net Cash Provided (Used) by Operating Activities             (4,669,545)           2,762,873


INVESTING ACTIVITIES:
   Sale (Purchase) of Investments                               4,331,273             (454,090)
   Additions to Property and Equipment                           (294,978)          (1,870,208)
   Software Development Costs                                    (416,403)            (393,907)
                                                              -----------           ----------
Net Cash Provided (Used) by Investing Activities                3,619,892           (2,718,205)

FINANCING ACTIVITIES:
  Repayment of Note Payable                                    (1,100,000)                   -
  Capital Lease Obligations (Repayment)                           (65,545)              90,050
  Exercise of Stock Options and Warrants                           56,843              387,140
  Employee Stock Purchase Plan                                     67,175               66,287
  Treasury Stock Purchases                                              -             (172,542)
                                                              -----------           ----------
  Net Cash Provided (Used) by Financing Activities             (1,041,527)             370,935

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS             (2,091,180)             415,603

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                  2,894,500            1,497,125
                                                              -----------           ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                      $   803,320           $1,912,728
                                                              ===========           ==========
</TABLE>


<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS


(1)  GENERAL

     The  accompanying   unaudited   financial   statements   include   all
adjustments  of  a normal and recurring nature which are, in the opinion of
the  Company's  management,  necessary  to  present  fairly  the  Company's
financial position  as  of  September  30,  2000  and  the  results  of its
operations and cash flows for the three and nine months ended September 30,
2000 and 1999.

     On January 7, 2000, Veramark Technologies, Inc. (the "Company") issued
360,850  shares  of  common  stock  in  exchange for all of the outstanding
shares of The Angeles Group, Inc.  This business  combination was accounted
for  as a pooling of interests, and accordingly, the  historical  financial
statements  of  the  Company have been restated to include the consolidated
financial statements of  Veramark Technologies, Inc. and The Angeles Group,
Inc. for all periods presented.

     Certain information and  footnote  disclosures  normally  included  in
financial   statements  prepared  in  accordance  with  generally  accepted
accounting  principles   have  been  omitted  pursuant  to  the  rules  and
regulations  of  the  Securities   and   Exchange  Commission  for  interim
reporting.  These  condensed  financial  statements   should   be  read  in
conjunction  with  the supplemental financial statements and related  notes
contained  in the Company's  annual  10-K  report  to  the  Securities  and
Exchange Commission for the year ended December 31, 1999.

     The results  of  operations  for  the  three  and  nine  months  ended
September  30,  2000  are  not  necessarily indicative of the results to be
expected for a full year's operation.

(2)  NET INVENTORIES

     The composition of net inventories  at September 30, 2000 and December
31, 1999 was as follows:

<TABLE>
<CAPTION>
                                           SEPTEMBER 30,       DECEMBER 31,
                                                   2000               1999
<S>                                  <C>                   <C>

Purchased parts and components                $ 268,987          $ 423,460
Work in process                                  66,532             94,991
Finished goods                                   66,072             38,672
                                              ---------          ---------
                                              $ 401,591          $ 557,123
                                              =========          =========
</TABLE>


<PAGE>
(3)  PROPERTY AND EQUIPMENT

     The major classifications of property and equipment, net, at September
     30, 2000, and December 31, 1999 are:

<TABLE>
<CAPTION>
                                      SEPTEMBER 30,                DECEMBER 31,
                                              2000                        1999
<S>                               <C>                          <C>
Machinery and equipment               $   802,356                  $ 1,241,036
Computer hardware and software          2,754,513                    3,679,595
Furniture and fixtures                  1,763,981                    1,376,024
Leasehold improvements                  1,382,559                    1,368,212
                                      -----------                  -----------
                                      $ 6,703,409                  $ 7,664,867
                                      ===========                  ===========
</TABLE>

(4)  ACQUISITION

     On January 7, 2000, the Company acquired all of the outstanding shares
     of  The  Angeles  Group in a stock-for-stock merger accounted for as a
     pooling-of-interests.   In  connection  with  the  merger, the Company
     issued  360,850  shares  of  common stock with an aggregate  value  of
     $4,059,562.  In connection with  the acquisition, the Company paid the
     debt of The Angeles Group of $1.1  million  and  incurred  transaction
     costs of approximately $600,000.



<PAGE>

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

     Except  for  the  historical information contained herein, the matters
discussed in this report  are  forward-looking  statements,  which  involve
risks   and   uncertainties   including,  but  not  limited  to,  economic,
competitive,  governmental  and  technological   factors,   affecting   the
Company's  operations,  markets,  products, services and prices, as well as
other factors discussed in the Company's  filings  with  the Securities and
Exchange Commission.

RESULTS OF OPERATIONS

     Sales for the third quarter ended September 30, 2000 were  $4,889,126,
representing  an  increase  of  57%  from the sales achieved for the second
quarter of 2000 of $3,111,859, but 35%  lower  than sales of $7,537,346 for
the third quarter 1999.  Sales for the nine months ended September 30, 2000
of $12,915,402 compared with sales of $21,281,447 for the nine months ended
September 30, 1999, a decline of 39%.  Sales for  both  the  three and nine
months ended September 30, 2000, as compared with the same three  and  nine
month  periods  of  1999,  were  adversely  impacted by Lucent Technologies
(formerly the Company's largest customer) decision to exit the PBX business
through  the  sale of one business unit to Exp@nets  and  the  spin-off  of
another  (now known  as  Avaya  Communications).   Primarily  due  to  this
disruption  in  the  Company's  major  channel  for  the  sale  of its call
accounting  software,  sales  of  core call accounting products and related
services for the nine months ended  September  30,  2000, declined 55% from
the  sales  generated  for the first nine months of 1999.   Both  of  those
transactions are now complete  and the Company has begun to see an increase
in the order rate from these two  new customers, with sales to this channel
increasing by 23% during the third  quarter  of this year versus the second
quarter.

     Sales of the Company's enterprise products, DNT and Quantum, increased
significantly from the same quarter of 1999 and the second quarter of 2000.
DNT sales were up 43% from the same quarter of 1999 and 86% from the second
quarter of this year.  Quantum sales increased  25%  as  compared  with the
third quarter of 1999 and 94% from the second quarter of 2000.

     The  Company  continues to sell and support Verabill, its billing  and
customer care product, while continuing efforts to either spin-off Verabill
into a separate company  or  sell  the  product  line to a strategic buyer.
Sales for Verabill for the three months ended September  30, 2000 increased
88% from the prior quarter of 2000, representing 10% of total third quarter
sales.  For the nine months ended September 30, 2000, sales of Verabill are
28%  lower  than sales recognized for the nine months ended  September  30,
1999.

     Sales of  Info/MDR,  the Company's centrex product offering, increased
4% for the three months ended  September  30, 2000, as compared to the same
quarter of 1999, and were nearly four times  the sales level recognized for
the second quarter of 2000.

     For the nine months ended September 30, 2000,  sales  of the Company's
core  call  accounting  products accounted for 47% of the Company's  sales,
enterprise products 36% of  sales,  Verabill  9%  of sales and Info/MDR 6%.
For the nine months ended September 30, 1999, call accounting accounted for
63% of sales, enterprise systems 23% of sales, Verabill  7%  of  sales, and
Info/MDR 6% of sales.
<PAGE>
     For  the  nine  months  ended  September  30, 2000, product sales have
accounted for 54% of total sales, with services,  consisting of maintenance
and support, training, and installation, accounting  for  the remaining 46%
of total sales.  For the same nine months of 1999, product  sales accounted
for 66% of total sales and services 34% of sales.

     Gross margins for the three and nine months ended September  30,  2000
were  83%  and 81%, respectively, compared with gross margin percentages of
88% and 87%  for the three and nine month periods ended September 30, 1999.
The lower margins  in  2000  are due to overhead and amortization expenses,
both  of which are relatively fixed,  being  applied  to  the  lower  sales
volumes  recognized for the three and nine month period of 2000 as compared
with 1999.

     In reaction  to  the  decline  in sales and due to the losses incurred
during  the  first  half  of  2000, the Company  has  sharply  reduced  its
operating  expenses,  primarily  through  staff  reductions,  in  order  to
position  itself  for  a  return to profitable  operations  as  quickly  as
possible.  As of September  30, 2000, the Company has 182 employees, versus
266  employees  as of March 31  of  this  year.   As  a  result,  total
operating expenses  of  $4,301,646  incurred  for  the  three  months ended
September 30, 2000, decreased by 25% from the $5,772,411 of total operating
expenses incurred for the three months ended September 30, 1999.

     Net engineering and software development expenses of $950,090  for the
three  months  ended September 30, 2000 decreased $777,848 or 45% from  the
expense level of  $1,727,938  incurred for the three months ended September
30, 1999.  For the nine months  ended  September  20, 2000, net engineering
and development expenses of $4,450,325 were 7% higher  than  for  the  same
nine  month  period of 1999.  The table below details gross engineering and
development, costs  capitalized,  and  the  resulting  net  engineering and
development expenses for the three and nine months ended September 30, 2000
and 1999.


<TABLE>
<CAPTION>
                                                  THREE MONTHS                       NINE MONTHS
                                                     ENDED                               ENDED
                                                  SEPTEMBER 30                        SEPTEMBER 30
                                              2000              1999             2000             1999
<S>                                   <C>              <C>               <C>             <C>
GROSS EXPENDITURES FOR ENGINEERING &
   DEVELOPMENT                             $1,260,719        $1,727,938      $4,866,728        $4,551,791
LESS:  DEVELOPMENT COSTS CAPITALIZED         (310,629)                -        (416,403)         (393,907)
                                           ----------        ----------      ----------        ----------
NET EXPENDITURES FOR ENGINEERING &
 DEVELOPMENT                                 $950,090        $1,727,938      $4,450,325        $4,157,884
                                           ==========        ==========      ==========        ==========
</TABLE>


     Selling,  general, and administrative expenses of $3,351,556  for  the
three months ended  September 30, 2000 decreased 17% from the expense level
incurred of $4,044,473  for  the  same three month period of 1999.  Selling
general and administrative expenses  were  $11,850,808  for the nine months
ended  Setpember  30,  2000, versus $11,982,298 for the nine  months  ended
September 30, 1999, a decrease of 1%.

<PAGE>
For the three months ended  September  30, 2000, the Company incurred a net
loss of $222,050, or a loss of $.03 per  share.  For the three months ended
September 30, 1999, the Company generated  net  income of $805,928, or $.09
per  diluted  share.   For the nine months ended September  30,  2000,  the
Company has incurred a net  loss of $6,374,603, or a loss of $.79 per share
versus net income of $2,352,858,  or  income  of $.27 per diluted share for
the same nine month period of 1999.

LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  total  cash  position (cash on  hand  plus  short-term
investments) at September 30, 2000  was $1,609,315, down from $2,576,988 at
June  30,  2000  and  $8,031,768  at  December   31,   1999.   Due  to  the
significantly  lower sales volumes realized for the first  nine  months  of
2000 versus 1999,  the Company found it necessary to reduce staffing levels
and reduce certain other  operating  expenses  during  the second and third
quarters of 2000.  As a result of these actions, the Company  was  able  to
significantly   reduce  operating  losses  during  the  third  quarter  and
stabilize its cash  position.   No  borrowing  under  the Company's line of
credit agreement with its bank was necessary during the  third  quarter and
the Company expects that none will be required during the fourth quarter.

     Accounts  receivable  increased  from  $1,316,012 at June 30, 2000  to
$2,280,150 at September 30, 2000, reflecting  the  57%  increase  in  third
quarter sales, as compared with the sales for the second quarter of 2000.

     Capital  spending  for  the  first  nine  months of 2000, as mentioned
above, has been sharply reduced from the levels  experienced  during  1999.
For the nine months ended September 30, 2000, the Company has paid $294,978
for capital expenditures, as compared to $1,870,208 of capital spending for
the  nine  months  ended  September 30, 1999.  During 2000, the Company has
disposed of approximately $1,256,000  of capital assets that were no longer
in service and, for the most part, had  been  fully depreciated.  A loss on
the disposition of these assets of approximately  $16,000 has been realized
as a result and charged against operations during the year.

     Software development costs capitalized and carried  as an asset on the
Company's balance sheet total $2,338,704 at September 30, 2000, as compared
with $2,691,807 at December 31, 2000.  For the nine months  ended September
30, 2000, the Company has capitalized $416,403 of development expenses, and
amortized $769,506 of development expenses capitalized in previous periods.

     Total  liabilities have declined 24% during the first nine  months  of
2000, from $11,058,166 at December 31, 1999, to $8,408,082 at September 30,
2000.  Mainly  as  a  result of the staff reductions referred to earlier in
this  discussion, accounts  payable  have  been  reduced  by  22%,  accrued
compensation and related taxes by 10%, and other accrued expenses by 36% at
September  30,  2000,  as  compared with the balances at December 31, 1999.
Deferred revenues, which represent  services  which  the Company has billed
customers, but not yet performed the associated service  are  $2,292,009 at
September  30,  2000,  compared with a total of $3,515,957 at December  31,
1999.    These   services   typically   include   training,   installation,
maintenance, and support.   The  decline  in  deferred revenues result from
lower sales volumes recognized for the first nine months of 2000 versus the
same nine month period of 1999.
<PAGE>
     The Company maintains a private equity line of credit agreement with a
single institutional investor.  Under the equity  line, the Company has the
right to sell to the investor shares of the Company's  common  stock  at  a
price  equal  to 94% (previously 88%) of the average bid price of the stock
for the subsequent  ten trading days.  During the term of the agreement the
Company may sell up to  $6  million  to  this  investor,  with no more than
$500,000  in any single month.  On March 29, 2000, the expiration  date  of
this agreement  was  extended  from  August  30,  2000  to August 30, 2001.
Subsequent  to  end  of the third quarter of 2000, the Company  sold  8,400
shares  of common stock  to  this  investor,  realizing  proceeds,  net  of
discount, of $23,688.

     The  Company  also maintains an agreement with a major commercial bank
for  a  secured  demand  line  of  credit  arrangement  in  the  amount  of
$3,000,000.  In August 1999, the Company entered into an agreement with the
same  bank  for  a $7,000,000,  three  year  acquisition  revolving  credit
facility, in addition  to  the  $3,000,000  demand line of credit agreement
referenced above.  There have been no borrowings  against  either agreement
as of September 30, 2000.

     The Company took a number of steps during the first three  quarters of
2000  toward  maintaining  sufficient financial resources to carry out  its
operating plans.  The most significant  of  these actions has been a phased
reduction in staffing levels to match the current  sales  forecast  for the
balance  of  the  year.  Employment at September 30, 2000 was 182 employees
versus 266 at March  31,  2000.  In addition, the Company has deferred non-
essential  capital equipment  spending  and  is  closely  monitoring  other
operating expenses,  particularly  travel  and  entertainment  and  outside
professional service expenses.

     Given  the  actions  taken  above,  as well as the credit arrangements
currently  in  place, the Company believes that  it  will  have  sufficient
financial resources available to carry out its operating objectives for the
next twelve months.

<PAGE>
                          PART II - OTHER INFORMATION

ITEM 6:             EXHIBITS AND REPORTS ON FORM 8-K

 (1) Registrant's Condensed Financial Statements for the three and nine months
     ended September 30, 2000 and 1999 are set forth in Part I, Item 1 of this
     Quarterly Report on Form 10-Q.

 (2) Calculation of earnings per share.


 (3) On April 3, 2000, the Company filed a report on form 8-K announcing a
     change in the Company's certifying accountants, effective March 28, 2000.
     The Company's Board of Directors approved the engagement of the accounting
     firm of PricewaterhouseCoopers LLP as independent accountants for the
     Company and its Divisions and subsidiaries for the year ending December
     31, 2000, subject to approval of stockholders.  The audit relationship
     between the Company and its past independent auditors, Arthur Andersen
     LLP, was continued through an orderly completion of all matters related to
     the year which ended December 31, 1999.  During the two most recent fiscal
     years and interim period subsequent to December 31, 1999, there were no
     disagreements with Arthur Andersen LLP on any matter of accounting
     principles or policies, financial statements disclosure, or auditing scope
     or procedure.


<PAGE>

                                               EXHIBIT A: (2)

                          VERAMARK TECHNOLOGIES, INC.

                      CALCULATIONS OF EARNINGS PER SHARE



<TABLE>
<CAPTION>
                                                Three Months Ended                Nine Months Ended
                                                   September 30,                    September 30,
                                              2000              1999             2000             1999

<S>                                  <C>               <C>              <C>               <C>
Basic

Net Income (Loss)                           $(222,050)       $  805,928      $(6,374,603)       $2,352,858
                                            =========        ==========      ===========        ==========

Weighted Average Shares Outstanding         8,098,932         7,974,811        8,068,003         7,955,610
                                            =========        ==========      ===========        ==========

Income (Loss) Per Common Share                 $ (.03)            $ .10           $ (.79)           $  .30
                                            =========        ==========      ===========        ==========
DILUTED

Net Income (Loss)                           $(222,050)       $  805,928      $(6,374,603)       $2,352,858
                                            =========        ==========      ===========        ==========

Weighted Average Shares Outstanding         8,098,932         7,974,811        8,068,003         7,955,610

Additional Dilutive Effect of Stock
 Options and Warrants after
 Application of Treasury Stock Method               -           980,356                -           670,565
                                            ---------        ----------      -----------        ----------

Weighted Average Shares Outstanding         8,098,932         8,955,167        8,068,003         8,626,175
                                            =========        ==========      ===========        ==========

Income (Loss) per Common Share and
 Common Equivalent Share                       $ (.03)            $ .09           $ (.79)            $ .27
                                            =========        ==========      ===========        ==========
</TABLE>


<PAGE>

                                  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 thereunto duly authorized.



                          VERAMARK TECHNOLOGIES, INC.

                                  REGISTRANT

Date:     _________________________



_____________________________________
David G. Mazzella
President and CEO




Date:     _________________________



_____________________________________
Ronald C. Lundy
Treasurer (Chief Accounting Officer)

<PAGE>