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 March 31, 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 March 31, 2000.

     Common stock, par value $.10            8,063,548 shares

     This report consists of 15 pages.




<PAGE>
                                     INDEX



                                                                 PAGE

PART I    FINANCIAL INFORMATION

   Item 1 Financial Statements

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

          Condensed Statements of Operations -                   5
          Three Months Ended March 31, 2000 and 1999

          Condensed Statements of Cash Flows -                   6
          Three Months Ended March 31, 2000 and 1999

          Notes To Condensed Financial Statements                7 -  8


   Item 2 Management's Discussion and Analysis of                9 - 13
          Financial Condition and Results of Operations



PART II   OTHER INFORMATION

   Item 6 Exhibits and Reports on Form 8-K                      14 - 15



<PAGE>
                       PART  I -  FINANCIAL INFORMATION

                          VERAMARK TECHNOLOGIES, INC.

                           CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                          MARCH 31,            DECEMBER 31,
ASSETS                                                        2000                    1999
<S>                                         <C>                     <C>
CURRENT ASSETS:                                         (Unaudited)

   Cash and Cash Equivalents                           $  1,186,651            $  2,894,500
     Investments                                          4,404,053               5,137,268
     Accounts Receivable, trade (net of
     allowance for doubtful accounts of
     $269,000 and $260,000, respectively)                 2,340,319               3,821,244
   Net Inventories                                          589,915                 557,123
   Prepaid Expenses                                         205,975                 596,574
                                                       ------------            ------------
        Total Current Assets                              8,726,913              13,006,709

PROPERTY AND EQUIPMENT                                    7,670,003               7,664,867
   Less Accumulated Depreciation                         (4,614,427)             (4,563,669)
                                                       ------------            ------------
        Property and Equipment (Net)                      3,055,576               3,101,198

OTHER ASSETS:
     Software Development Costs
     (Net of accumulated amortization of
     $1,588,463 and  $1,531,720,
     respectively)                                        2,457,240               2,691,807
      Pension Assets                                      1,977,710               1,977,710
      Deposits and Other Assets                             547,211                 511,858
                                                       ------------            ------------
   Total Other Assets                                     4,982,161               5,181,375
                                                       ------------            ------------
TOTAL ASSETS                                           $ 16,764,650            $ 21,289,282
                                                       ============            ============
</TABLE>
See notes to Condensed Financial Statements.



<PAGE>

                          VERAMARK TECHNOLOGIES, INC.

                           CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                       March 31,              December 31,
                                                                           2000                      1999
                                                                      (Unaudited)


LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                    <C>                       <C>
CURRENT LIABILITIES:
  Accounts Payable                                                  $  1,097,828            $    827,837
  Accrued Compensation and Related Taxes                               1,651,876               2,021,102
  Deferred Revenue                                                     3,310,262               3,515,957
  Other Accrued Expenses and Current Liabilities                         314,609                 438,787
                                                                    ------------            ------------

     Total Current Liabilities                                         6,374,575               6,803,683

  Note Payable                                                                 -               1,100,000
  Long Term Portion of Capital Leases                                     51,047                 110,712
  Pension Obligation                                                   3,130,822               3,043,771
                                                                    ------------            ------------

  Total Liabilities                                                    9,556,444              11,058,166

STOCKHOLDERS' EQUITY:
   Common Stock, par value $.10, 20,000,000 shares
    authorized; issued and  outstanding, 8,143,773
    and 8,143,673, respectively                                          814,377                 814,367
   Additional Paid-in Capital                                         19,946,508              20,109,463
   Retained Earnings (Deficit)                                       (13,166,922)            (10,306,957)

Treasury Stock (80,225 shares at cost)                                 (385,757)               (385,757)
                                                                    ------------            ------------

Total Stockholders' Equity                                             7,208,206              10,231,116
                                                                    ------------            ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $ 16,764,650            $ 21,289,282
                                                                    ============            ============

</TABLE>

See notes to Condensed Financial Statements.



<PAGE>

                          VERAMARK TECHNOLOGIES, INC.

                      CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                    March 31,

                                                                  (Unaudited)

                                                      2000                      1999

<S>                                       <C>                          <C>
SALES                                            $ 4,914,417                  $ 6,434,695

COSTS AND OPERATING EXPENSES:
  Cost of Sales                                      868,140                      804,300
  Engineering & Software Development               1,897,942                      978,330
  Selling, General and Administrative              4,439,431                    3,987,864
                                                 -----------                  -----------
     Total Costs and Operating Expenses            7,205,513                    5,770,494

INCOME (LOSS) FROM OPERATIONS                     (2,291,096)                     664,201

NET INTEREST INCOME                                   30,073                       32,411

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

INCOME (LOSS) BEFORE INCOME TAXES                 (2,859,965)                     696,612

INCOME TAXES                                               -                       20,000
                                                 -----------                  -----------

NET INCOME (LOSS)                                $(2,859,965)                 $   676,612
                                                 ===========                  ===========

NET INCOME (LOSS) PER SHARE
    Basic                                             $ (.36)                       $ .09
                                                      ======                        =====
    Diluted                                           $ (.36)                       $ .08
                                                      ======                        =====
</TABLE>


SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.



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


<TABLE>
<CAPTION>


                                                                Three Months Ended March 31,
                                                                2000                     1999

                                                                         (Unaudited)

OPERATING ACTIVITIES:
<S>                                                 <C>                          <C>
Net Income (Loss)                                         $(2,859,965)                $   676,612
Adjustments to Reconcile Net Income (Loss) to Net
Cash Provided (used) by Operating Activities
    Depreciation and Amortization                             495,023                     315,011
    Provision for Losses on Accounts Receivable                 9,000                       5,000
    Provision for Inventory Obsolescence                       24,999                      47,500
    Loss on Disposal of Fixed Assets                              426                       2,399

  Changes in Assets and Liabilities
     Accounts Receivable                                    1,471,925                    (165,333)
     Inventories                                              (57,791)                    (19,436)
     Prepaid Expenses and Other Current Assets                227,010                    (182,535)
     Deposits and Other Assets                                (35,353)                    202,385
     Accounts Payable                                         269,991                     133,036
     Accrued Compensation and Related Taxes                  (369,226)                    159,294
     Deferred Revenue                                        (205,695)                    151,318
     Other Current Liabilities                                (66,656)                    (58,278)
     Increase in Pension Obligation                            87,051                     123,466
                                                          -----------                 -----------

  Net Adjustments                                           1,850,704                     713,827
                                                          -----------                 -----------

  Net Cash Flows Provided (Used) by Operating              (1,009,261)                  1,390,439
   Activities

INVESTING ACTIVITIES:
   Investments                                                733,215                     598,421
   Additions to Property and Equipment                       (181,574)                   (646,853)
   Software Development Costs                                 (33,686)                   (393,907)

  Net Cash Flows Provided (Used) by Investing             -----------                 -----------
   Activities:                                                517,955                    (442,339)

FINANCING ACTIVITIES:
   Repayment of Note Payable                               (1,100,000)                          -
   Repayment of Capital Leases                               (117,187)                          -
   Exercise of Stock Options and Warrants                         644                     212,320
   Treasury Stock Purchases                                         -                     (62,500)
                                                          -----------                 -----------

  Net Cash Flows Provided (Used) by Financing              (1,216,543)                    149,820
   Activities                                             -----------                 -----------

NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                               (1,707,849)                  1,097,920

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD              2,894,500                   1,497,125
                                                          -----------                 -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                  $ 1,186,651                 $ 2,595,045
                                                          ===========                 ===========
</TABLE>


<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(1)  GENERAL

     The  accompanying   unaudited   financial   statements   include   all
adjustments  of  a normal and recurring nature which are, in the opinion of
Company's management,  necessary  to present fairly the Company's financial
position as of March 31, 2000 and the  results  of  its operations and cash
flows for the three months ended March 31, 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.   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 months ended March 31,  2000
are not necessarily  indicative  of  the  results to be expected for a full
year's operation.

(2)  INVENTORIES

     The composition of inventories at March 31, 2000 and December 31, 1999
was as follows:

<TABLE>
<CAPTION>
                                                            MARCH 31,            DECEMBER 31,
                                                                2000                    1999
<S>                                  <C>                              <C>

Purchased parts and components                              $ 484,633              $ 423,460
Work in process                                                59,442                 94,991
Finished goods                                                 45,840                 38,672
                                                            ---------              ---------
                                                            $ 589,915              $ 557,123
                                                            =========              =========
</TABLE>





<PAGE>

(3)  PROPERTY AND EQUIPMENT

     The major classifications of property and equipment at March 31, 2000,
     and December 31, 1999 are:

<TABLE>
<CAPTION>
                                                   MARCH 31,                DECEMBER 31,
                                                       2000                        1999
<S>                                   <C>                          <C>
Machinery and equipment                         $ 1,259,164                 $ 1,241,036
Computer hardware and software                    3,642,637                   3,679,595
Furniture and fixtures                            1,401,356                   1,376,024
Leasehold improvements                            1,366,846                   1,368,212
                                                -----------                 -----------
                                                $ 7,670,003                 $ 7,664,867
                                                ===========                 ===========
</TABLE>

(1)  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  three  months  ended March 31, 2000 were  $4,914,417,
representing a 24% decrease from the $6,434,695  of  sales  for  the  three
months  ended  March  31,  1999.   The  decline  in sales is believed to be
primarily the result of a major reorganization currently  being  undertaken
by  the  Company's  largest  customer,  Lucent  Technologies.   Among other
changes,  on  March  1, 2000, Lucent announced its intention to spin-off  a
portion of its PBX business  into  a new company.  On April 3, 2000, Lucent
announced the sale of the remainder  of its PBX business to an unaffiliated
company, which will be a reseller of Lucent  branded  products.  All of the
products  sold  by Veramark to Lucent are part of the business  units  that
were either sold or will be spun-off.  Veramark expects to continue to sell
all of its Lucent branded products to these two new customers. However, due
to the transition,  sales  to  Lucent  of  Veramark's  core  telemanagement
products  and  related services have declined 28% from the levels  for  the
first quarter of  1999.  At this time it is not possible for the Company to
determine, with accuracy,  as to what the impact of the reorganization will
be or know how long it will continue.

     Subsequent to the end of the first quarter, the Company announced that
Lucent had completed the certification  of  the  Company's VeraWeb Internet
Accounting software, and will sell the product to  existing  and new Lucent
customers  on an OEM basis beginning May 1, 2000.  Veramark's new  Internet
accounting software  has  been  integrated  with  Veramark's telemanagement
software providing Lucent's business customers with  a consolidated view of
telecom  and  network  usage  costs.  Veramark's integrated  telemanagement
software  will  also  be  sold through  Veramark's  other  distributors  of
telecommunications and network products.

     Sales of Quantum, the  Company's  comprehensive telemanagement systems
for large enterprises, which are sold by  the  Company's  recently acquired
Angeles  Group  Division,  grew by 4% over 1999 first quarter  levels.   On
March  2, 2000, it was announced  that  the  Company  had  been  awarded  a
contract  for  the Quantum product by M&I Data Services through The Angeles
Group's distribution partner, Ameritech/SBC.  The value of this contract to
the Company is in  excess  of  $500,000,  with  the  revenue expected to be
recognized during the second and third quarters of 2000.

     Sales  of VeraBill, the Company's billing and customer  care  product,
and DNT, the  Company's enterprise-wide telemanagement system, declined 12%
and 41% respectively  from  last  years'  first quarter levels.  DNT is now
being sold directly by the Company to end-users as a Lucent branded product
on a referral basis, instead of Original Equimpent  Manufacturer (OEM).  By
eliminating  a  layer  of  distribution,  the Company should  enjoy  higher
revenues per unit while offering end-users an attractive discount.
<PAGE>
     Service bureau revenues increased 72% for the three months ended March
31, 2000 as compared to the same three months  of  1999.   During the first
quarter of fiscal 2000, the Company received a three year extension  of its
telemanagement  service  bureau  contract with Travelers Indemnity Company.
The new contract runs through April 1, 2003, and is valued at approximately
$500,000 in the aggregate.

     For the quarter ended March 31,  2000, product sales accounted for 56%
of sales, with the remaining 44% derived  from services such as maintenance
and  support,  training, and installation services.   For  the  same  three
months of 1999,  product  sales  accounted  for  66%  of  total sales, with
services accounting for 34%.

     The gross margin earned for the quarter ended March 31,  2000  was 82%
of sales, versus 88% for the quarter ended March 31, 1999.  The lower gross
margin is the result of manufacturing overhead and the amortization of
capitalized software, both of which are relatively fixed in nature, therefore
representing a higher percentage of the reduced sales volume.

     For  the  three  months  ended  March  31,  2000,  net engineering and
development expenses of $1,897,942 were nearly double the  net  engineering
and  development  expenses  incurred  of $978,330 for the same three  month
period of 1999.  The increased expense  reflects a combination of increased
staffing and a reduction in development costs capitalized.  The table below
details gross engineering and development  expenses, costs capitalized, and
net engineering and development expenses for  the three month periods ended
March 31, 2000 and 1999.

<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED
                                                              MARCH 31,            MARCH 31,
                                                                  2000                 1999
<S>                                              <C>                     <C>
Gross Expenditures for Engineering & Development             $ 1,931,628          $ 1,372,237

Less:  Development Costs Capitalized                             (33,686)            (393,907)
                                                             -----------          -----------
Net Expenditures for Engineering & Development               $ 1,897,942          $   978,330
                                                             ===========          ===========
</TABLE>


     For  the  three  months  ended  March 31, 2000, $268,253 of previously
capitalized development costs were amortized  and charged to cost of sales.
This compares with $217,036 amortized and charged  to cost of sales for the
three months ended March 31, 1999.

     Selling, general, and administrative expenses of  $4,439,431  for  the
three months ended March 31, 2000 rose 11% from $3,987,864 incurred for the
three  months  ended  March 31, 1999.  The increased expense level reflects
the expansion of the Company's staffing levels, primarily in the marketing,
sales, and support groups over the past year.
<PAGE>

     The Company incurred  a net operating loss of $2,291,096 for the three
months ended March 31, 2000,  as  compared  with  a net operating profit of
$664,201 for the same three month period of 1999.  In addition, the Company
recorded a one-time charge of $598,942 for transaction  costs in connection
with the acquisition of The Angeles Group, which was completed  January  7,
2000.   After the effect of this charge, the Company recorded a net loss of
$2,859,965, or $0.36 per share, for the first quarter ended March 31, 2000.
For the three  month  period  ended  March 31, 1999, the Company realized a
profit of $676,612 or $.08 per diluted share.  Subsequent to the end of the
first quarter, the Company took several  steps,  including  selected  staff
reductions,  in  order  to reduce its operating expenses.  The Company will
continue to investigate methods  of  further  reducing  operating  expenses
going forward.




<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     The  Company's  total  cash  position  (cash  on  hand plus short-term
investments) at March 31, 2000 was $5,590,704, compared  with  a total cash
position  at  December  31,  1999  of $8,031,768.  The decline in the  cash
balance reflects the combination of  lower  than anticipated sales revenues
for the quarter ended March 31, 2000, and a cash  outlay  of  approximately
$1,700,000  attributable to the Company's acquisition of The Angeles  Group
(TAG), completed  in  early  January  of  2000.   The  outlay  included the
repayment  of a $1,100,000 note carried by TAG, and approximately  $600,000
in brokers fees, legal, and accounting expenses.

     Accounts  receivable  declined from $3,821,244 at December 31, 1999 to
$2,340,319 at March 31, 2000.   The decline in receivables is primarily the
result of the lower sales volume  achieved during the first quarter of 2000
as  compared  to the fourth quarter of  1999.   The  Company  has  seen  no
unfavorable change in payment trends from its major customers.

     Prepaid expenses  of $205,975 at March 31, 2000 compare with a balance
of $596,574 at December  31, 1999.  The reduction in prepaid expenses was a
result of the elimination  of  prepaid  interest  associated with a warrant
held  by The Angeles Group's bank in connection with  the  above-referenced
note payable,  and acquisition expenses incurred through December 31, 1999,
subsequently expensed in January.

     Capital spending  for  the  quarter  ended March 31, 2000 was $181,574
consisting  primarily  of  computer  hardware  and  software  used  in  the
development process.  During the quarter, approximately  $176,000  of fully
depreciated equipment was disposed of and written off.

     Capitalized  development  costs  of  $2,457,240 at March 31, 2000 were
down 9% from $2,691,807 at December 31, 1999.  During the first quarter the
Company capitalized $33,686 of development costs, and amortized $268,253 of
costs previously capitalized related to the VeraBill and DNT product lines.

     Accrued compensation and related taxes  declined  from  $2,021,102  at
December  31,  1999 to $1,651,876 at March 31, 2000.  The decrease reflects
the payment of employee  incentives  paid during the first quarter based on
1999 operating results, and a reduction in commission expenses payable.

     Deferred  revenues of $3,310,262 at  March  31,  2000,  compares  with
$3,515,957 at December 31, 1999.  Deferred revenues represent the amount of
unrecognized revenues  related  to  a  variety  of  services  for which the
Company  has  billed  customers,  but  has not yet performed the associated
service.  These services typically include  training,  installation, custom
rate updates and maintenance and support, which ultimately  may  or may not
be  utilized  by  customers.  For the quarter ended March 31, 2000, 37%  of
company  revenues  were  derived  from  previously  deferred  revenues,  as
compared with 30% of revenues for the quarter ended March 31, 1999.
<PAGE>

     As a result of the net loss realized for the first quarter ended March
31, 2000, stockholders'  equity  decreased from $10,231,116 at December 31,
1999 to $7,208,206 at March 31, 2000.

     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 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.   There  were  no
transactions under this agreement during the first quarter of 2000.

     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.  This is  in  addition  to  the  $3,000,000 demand line of credit
agreement referenced above.  There have been  no  borrowings against either
agreement as of March 31, 2000.

     In light of its current cash position, past and anticipated reductions
in operating expenses, and the credit arrangements  referred  to above, the
Company  believes  that  it  has sufficient resources to meet its financial
needs over 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 months ended
     March 31, 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 January 13, 2000, the Company filed a report on form 8-K announcing
     that it had completed its merger with The Angeles Group, Inc. ("TAG"), a
     supplier of telemanagement software systems for large enterprises.  The
     transaction was structured as a stock-for-stock merger with the
     shareholders of TAG receiving 360,850 share of Veramark common stock,
     which represented an aggregate value of approximately $4,059,562, assuming
     a price per share of Veramark common stock of $11.25.  In addition,
     Veramark assumed and paid debt of TAG totaling approximately $1.1 million,
     transaction related broker, accounting, and legal fees of approximately
     $600,000 were paid in cash out of working capital.

(4)  On March 16, 2000, the Company filed a report on form 8-KA providing, on a
     pro-forma basis, the consolidated financial statements of Veramark
     Technologies, Inc. and The Angeles Group, Inc. for the years 1997 - 1999.

(5)  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 auditors 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 or any matter of accounting
     principles or parties, 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
                                                                       March 31,
                                                              2000                     1999
<S>                                            <C>                       <C>

Basic
Net Income (Loss)                                      $(2,859,965)              $   676,612
                                                       ===========               ===========

Weighted Average Common Shares Outstanding               8,039,698                 7,950,987
                                                       ===========               ===========

Income (Loss) Per Common Share                              $ (.36)                    $ .09
                                                            ======                     =====

DILUTED

Net Income (Loss)                                      $(2,859,965)              $   676,612
                                                       ===========               ===========

Weighted Average Common Shares Outstanding               8,039,698                 7,950,987

Additional Dilutive Effect of Stock Options
 and Warrants after Application of Treasury
 Stock Method                                                    -                   613,381
                                                       -----------               -----------

Weighted Average Common Shares Outstanding               8,039,698                 8,564,368
                                                       ===========               ===========

Income (Loss) per Common Share and Common
 Equivalent Share                                           $ (.36)                    $ .08
                                                            ======                     =====
</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:     May 15, 2000



_____________________________________
David G. Mazzella
President and CEO




Date:     May 15, 2000



_____________________________________
Ronald C. Lundy
Treasurer (Chief Accounting Officer)