<PAGE>





                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended June 30, 2002

                                       or

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                        For the Transition Period from to

                        COMMISSION FILE NUMBER: 000-28220

                                 MIGRATEC, INC.
           (Name of Small Business Issuer as Specified in its Charter)


                DELAWARE                                         65-0125664
     (State or Other Jurisdiction of                          (I.R.S. Employer
     Incorporation or Organization)                         Identification No.)

                11494 LUNA ROAD, SUITE 100, FARMERS BRANCH, TEXAS
                   75234-9421 (Address of Principal Executive
                               Offices; Zip Code)


                                 (972) 969-0300
                (Issuer's Telephone Number, Including Area Code)


         The number of shares outstanding of each of the issuer's classes of
common equity as of August 14, 2002:



                  Title of Class                    Number of Shares Outstanding
                  --------------                    ----------------------------

     Common Stock, $0.001 par value per share                158,775,243



    Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]




<PAGE>

                                                     INDEX

<Table>
<Caption>


PART I - FINANCIAL INFORMATION                                                                             Page
                                                                                                           ----

<S>                                                                                                        <C>

         ITEM 1.  FINANCIAL STATEMENTS                                                                       1

                  Consolidated Condensed Balance Sheets at June 30, 2002 (unaudited)                         1
                  and December 31, 2001

                  Consolidated Condensed Statements of Operations for the three months                       2
                  ended  June 30, 2002 and 2001 and the six months ended June 30, 2002
                  and 2001(unaudited)

                  Consolidated Condensed Statement of Stockholders' Equity for the six                       3
                  months ended June 30, 2002 (unaudited)

                  Consolidated Condensed Statements of Cash Flows for the six months                         4
                  ended June 30, 2002 and 2001 (unaudited)

                  Notes to Consolidated Condensed Financial Statements (unaudited)                           5

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                                         15
                  CONDITION AND RESULTS OF OPERATIONS

PART II - OTHER INFORMATION                                                                                 24

         ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                                  24

         ITEM 5. OTHER INFORMATION                                                                          24

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                           24
</Table>















                                        i


<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                          MIGRATEC, INC. AND SUBSIDIARY
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<Table>
<Caption>
                                                                                   JUNE 30, 2002      DECEMBER 31, 2001
                                                                                    ------------      -----------------
                                                                                    (UNAUDITED)
<S>                                                                                 <C>                  <C>
ASSETS
CURRENT ASSETS
         Cash                                                                       $  2,927,225         $    649,302
         Accounts receivable                                                              88,650               15,000
         Other current assets                                                            128,057               73,206
                                                                                    ------------         ------------
                Total current assets                                                   3,143,932              737,508

PROPERTY AND EQUIPMENT, NET                                                              136,258              145,381

OTHER ASSETS                                                                               7,820                8,221
                                                                                    ------------         ------------


                Total Assets                                                        $  3,288,010         $    891,110
                                                                                    ============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
         Current portion of long-term debt and notes payable                        $     10,668         $    118,763
         Accounts payable                                                                330,078              305,663
         Accrued expenses                                                                326,801              157,388
         Obligation under capital lease                                                    1,959                1,744
                                                                                    ------------         ------------
                Total current liabilities                                                669,506              583,558

LONG-TERM LIABILITIES
         Long-term portion of notes payable                                                4,128            2,509,639
         Long-term portion of obligation under capital lease                              10,081                2,459
                                                                                    ------------         ------------
                Total long-term liabilities                                               14,209            2,512,098
                                                                                    ------------         ------------
                Total liabilities                                                        683,715            3,095,656

MINORITY INTEREST                                                                         (3,752)              (3,752)

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
         Preferred stock 50,000,000 shares authorized; $0.001 par
              value; none issued or outstanding
         Common stock $0.001 par value; 200,000,000 shares authorized;
              158,359,431 and 128,586,361 shares issued at June 30, 2002 and
              December 31, 2001, respectively; 158,359,431 and 118,721,912
              shares outstanding at June 30, 2002 and December 31, 2001,
              respectively                                                               158,359              128,586
         Additional paid-in capital                                                   33,556,693           27,911,907
         Deferred stock compensation                                                    (427,187)            (769,062)
         Treasury stock, at cost (9,864,449 shares in 2001)                                   --           (1,777,891)
         Accumulated deficit                                                         (30,679,818)         (27,694,334)
                                                                                    ------------         ------------
                Total stockholders' equity (deficit)                                   2,608,047           (2,200,794)
                                                                                    ------------         ------------
                Total Liabilities and Stockholders' Equity (Deficit)                $  3,288,010         $    891,110
                                                                                    ============         ============
</Table>

        The accompanying notes are an integral part of these consolidated
                             financial statements.





                                       1
<PAGE>


                          MIGRATEC, INC. AND SUBSIDIARY
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)



<Table>
<Caption>
                                                   THREE MONTHS ENDED JUNE 30,          SIX MONTHS ENDED JUNE 30,
                                                 ------------------------------      -------------------------------
                                                     2002              2001              2002             2001
                                                 -------------     -------------     -------------     -------------

<S>                                              <C>               <C>               <C>               <C>
REVENUES
    Software licenses                            $      10,000     $          --     $      10,000     $          --
    Services                                           158,821            35,000           158,821           128,333
    Software maintenance fees                               --               650                --             1,300
                                                 -------------     -------------     -------------     -------------
          Total revenues                               168,821            35,650           168,821           129,633
                                                 -------------     -------------     -------------     -------------

COSTS AND EXPENSES
    Cost of revenues                                   146,965             6,683           146,965             6,683
    Selling and marketing                              291,034           459,698           675,438           992,075
    Research and development                           364,418           560,816           718,372         1,188,463
    General and administrative                         788,742           803,637         1,620,384         1,537,224
                                                 -------------     -------------     -------------     -------------
          Total costs and expenses                   1,591,159         1,830,834         3,161,159         3,724,445
                                                 -------------     -------------     -------------     -------------

LOSS FROM OPERATIONS                                (1,422,338)       (1,795,184)       (2,992,338)       (3,594,812)
    Other income (expense)
        Interest and financing expense                  (2,380)          (29,317)           (6,414)         (101,215)
        Other income, net                               10,763               121            13,268               706
                                                 -------------     -------------     -------------     -------------
          Total other income (expense)                   8,383           (29,196)            6,854          (100,509)
                                                 -------------     -------------     -------------     -------------

          Net loss                               $  (1,413,955)    $  (1,824,380)    $  (2,985,484)    $  (3,695,321)
                                                 =============     =============     =============     =============

NET LOSS PER COMMON SHARE (BASIC AND DILUTED)
                                                 $       (0.01)    $       (0.02)    $       (0.02)    $       (0.04)
                                                 =============     =============     =============     =============

WEIGHTED AVERAGE COMMON SHARES
     ISSUED AND OUTSTANDING (BASIC AND
     DILUTED)                                      146,659,453        98,095,728       134,182,700        92,951,533
                                                 =============     =============     =============     =============
</Table>

        The accompanying notes are an integral part of these consolidated
                             financial statements.




                                       2
<PAGE>





                          MIGRATEC, INC. AND SUBSIDIARY
            CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
                         Six Months Ended June 30, 2002

 <Table>
 <Caption>
                                                                                        DEFERRED
                                        COMMON           COMMON          ADDITIONAL       STOCK
                                        STOCK             STOCK           PAID-IN         COMPEN-
                                       (SHARES)           AMOUNT          CAPITAL         SATION
                                      ------------     ------------     ------------     ------------
<S>                                   <C>              <C>              <C>              <C>
Balance at January 1, 2002             128,586,361     $    128,586     $ 27,911,907     $   (769,062)

Issuance of stock in connection
  with private placements for cash      16,467,000           16,467        4,093,683               --

Issuance of stock in connection
  with private equity line               2,036,519            2,036          613,464               --

Issuance of stock in connection
  with exercise of options and
  warrants                               1,134,000            1,134          225,666               --

Issuance of stock in connection
  with conversion of debt to
  equity                                20,000,000           20,000        2,480,000               --

Deferred stock compensation
  expense                                       --               --               --          341,875

Retirement of treasury stock            (9,864,449)          (9,864)      (1,768,027)              --

Net loss                                        --               --               --               --
                                      ------------     ------------     ------------     ------------
Balance at June 30, 2002               158,359,431     $    158,359     $ 33,556,693     $   (427,187)
                                      ============     ============     ============     ============


 <Caption>

                                          TREASURY        TREASURY          ACCUMU-
                                           STOCK            STOCK           LATED
                                          (SHARES)          AMOUNT          DEFICIT            TOTAL
                                        ------------     ------------     ------------     ------------
<S>                                       <C>            <C>              <C>              <C>
Balance at January 1, 2002                (9,864,449)    $ (1,777,891)    $(27,694,334)    $ (2,200,794)

Issuance of stock in connection
  with private placements for cash                --               --               --        4,110,150

Issuance of stock in connection
  with private equity line                        --               --               --          615,500

Issuance of stock in connection
  with exercise of options and
  warrants                                        --               --               --          226,800

Issuance of stock in connection
  with conversion of debt to
  equity                                          --               --               --        2,500,000

Deferred stock compensation
  expense                                         --               --               --          341,875

Retirement of treasury stock               9,864,449        1,777,891               --               --

Net loss                                          --               --       (2,985,484)      (2,985,484)
                                        ------------     ------------     ------------     ------------
Balance at June 30, 2002                          --     $         --     $(30,679,818)    $  2,608,047
                                        ============     ============     ============     ============
 </Table>

        The accompanying notes are an integral part of these consolidated
                             financial statements.



                                       3
<PAGE>




                          MIGRATEC, INC. AND SUBSIDIARY
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<Table>
<Caption>
                                                                      SIX MONTHS ENDED JUNE 30,
                                                                     ---------------------------
                                                                         2002            2001
                                                                     -----------     -----------
<S>                                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net loss                                                    $(2,985,484)    $(3,695,321)
         Adjustments to reconcile net loss to net cash (used by)
          operating activities:
              Depreciation and amortization                               45,725          65,091
              Deferred stock compensation                                341,875         386,458
              Financing fees                                                  --          40,000
                     Warrants issued for consulting services                  --          17,000
                     Warrants issued for financing fees                       --          24,736
              Change in assets and liabilities:
                 (Increase) decrease in accounts receivable              (73,650)         15,000
                 (Increase) decrease in other current assets             (54,851)         32,222
                 Decrease in other assets                                    265              --
                 (Increase) in deferred financing costs                       --        (154,252)
                 Increase in accounts payable                             24,415         168,851
                 Increase in accrued expenses                            169,413         351,081
                 (Decrease) in deferred income                                --         (54,633)
                                                                     -----------     -----------
         Net cash (used by) operating activities                      (2,532,292)     (2,803,767)

CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchases of property and equipment                             (23,832)        (65,159)
                                                                     -----------     -----------
         Net cash (used in) investing activities                         (23,832)        (65,159)

CASH FLOWS FROM FINANCING ACTIVITIES:
         Proceeds from notes payable                                          --         450,000
         Proceeds from issuance of common stock                        4,952,450       3,398,477
         Payments under obligation of capital lease                       (4,797)           (520)
         Repayment of notes payable                                     (113,606)       (589,535)
                                                                     -----------     -----------
         Net cash provided by financing activities                     4,834,047       3,258,422
                                                                     -----------     -----------
Net increase in cash                                                   2,277,923         389,496

Cash - beginning                                                         649,302         242,254
                                                                     -----------     -----------
Cash - ending                                                        $ 2,927,225     $   631,750
                                                                     ===========     ===========

SUPPLEMENTAL DISCLOSURES:
         Interest paid                                               $     7,347     $    15,407
                                                                     ===========     ===========

SUPPLEMENTAL DISCLOSURE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES:
         Issuance of stock upon conversion of debt to equity         $ 2,500,000     $ 1,250,000
                                                                     ===========     ===========
         Purchase of equipment with capital lease                    $    10,818     $        --
                                                                     ===========     ===========
</Table>

        The accompanying notes are an integral part of these consolidated
                             financial statements.




                                       4
<PAGE>



                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)

NOTE 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

MigraTEC, Inc., a Delaware corporation, ("MigraTEC"), is a developer and
provider of software solutions and support services relating to the upgrading or
migrating of software applications, enabling them to run on newer, more
efficient operating systems and hardware platforms.

Beginning in 1999, MigraTEC redirected its strategic focus from selling software
products aimed at Y2K solutions to developing technology designed to enable
automated solutions for upgrading software applications from 32-bit to 64-bit
versions of an operating system or for migrating software applications from one
operating system to another, such as from Solaris to Windows or Linux. The
majority of MigraTEC's efforts prior to 2002 were related to research and
development activities.

MigraTEC licenses its solutions to systems integrators and service providers to
perform outsourced application migrations for their customers. On a limited
basis, MigraTEC deploys its solutions directly to application owners.

MigraTEC is the parent of a majority owned foreign subsidiary, One Up Computer
Services, Ltd. ("One Up, Ltd."), incorporated under the laws of the Province of
Ontario, Canada. One Up, Ltd. ceased its operations in 1997. At December 31,
1999, a reserve was provided for all of the assets of One Up, Ltd. in the amount
of $36,808, which MigraTEC does not expect to be realizable. Liabilities of One
Up, Ltd. in the amount of $45,736 will remain until the obligations are
resolved.

The accompanying unaudited consolidated condensed financial statements reflect,
in the opinion of management, all adjustments (consisting only of normal,
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows of MigraTEC. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to rules and regulations promulgated by the Securities and
Exchange Commission (the "Commission"). These statements should be read together
with the audited financial statements and notes thereto for the years ended
December 31, 2001 and 2000, included in MigraTEC's Form 10-KSB for the fiscal
year ended December 31, 2001 on file with the Commission. The results of
operations for the interim periods shown herein are not necessarily indicative
of the results to be expected for any future interim period or for the entire
year.

PRINCIPLES OF CONSOLIDATION

The consolidated condensed financial statements include the accounts of MigraTEC
and One Up, Ltd., collectively referred to as the "Company." Intercompany
transactions and balances have been eliminated in consolidation.

INDUSTRY SEGMENT

The Company operates in a single industry segment, developing and providing
solutions and services for upgrading or migrating software applications.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, less accumulated depreciation and
amortization. The Company provides for depreciation on a straight-line basis
over the estimated useful life of three to five years for the related assets.
Leasehold improvements are amortized over the life of the improvements or the
lease term if shorter on a straight-line basis.

Major repairs or replacements of property and equipment are capitalized.
Maintenance, repairs and minor replacements are expensed as incurred.




                                       5
<PAGE>


                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)


NOTE 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

CAPITALIZED SOFTWARE

The cost of purchased software is capitalized and amortized on a straight-line
basis over the estimated useful life of three years. Amortization expense in the
first six months of 2002 and 2001 was $136 and $21,103, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments include accounts receivable and accounts
payable, for which the carrying amounts approximate fair value.

COSTS OF SOFTWARE DEVELOPED FOR SALE

The Company expenses or capitalizes development costs of software to be sold in
accordance with Statement of Financial Accounting Standards No. 86, "Accounting
for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed."
These development costs are expensed as incurred until technological feasibility
has been established, at which time such costs are capitalized until the product
is available for general release to customers.

INCOME TAXES

The provision for income taxes is based on pretax income as reported for
financial statement purposes. Deferred income taxes are provided in accordance
with the liability method of accounting for income taxes to recognize the tax
effects of temporary differences between financial statement and income tax
accounting. Valuation allowances are established when necessary to reduce tax
assets to the amount more likely than not to be realized.

The Company has incurred net operating losses for federal income tax purposes
and it is uncertain as to whether the Company will generate future taxable
income during the carry-forward period. Accordingly, the Company's net current
and non-current deferred tax assets have been fully reserved at June 30, 2002
and December 31, 2001.

REVENUE RECOGNITION

The Company's revenues consist of services revenues, software license fees and
software maintenance and support revenues.

Services are provided under time and materials contracts and agreed upon fee
arrangements. Revenues from services under time and materials contracts and for
training are recognized as services are performed. Revenues from agreed upon fee
arrangements typically have short-term durations and are recognized upon
completion and acceptance by the customer. Services revenues in 2001 include
revenue related to a multiple elements agreement between the Company and Dell
Computer Corporation for which revenue is recognized pro rata over the contract
term.

Revenues from software licenses and software maintenance and support services
are recognized in accordance with American Institute of Certified Public
Accountant's Statement of Position 97-2 "Software Revenue Recognition."

The Company licenses software under software license agreements. License fee
revenues are recognized when an agreement is in force, the product has been
delivered, the license fee is fixed or determinable, no significant production
modification or customization of the software is required and collectibility is
reasonably assured. Total fees under multiple element arrangements are allocated
to individual elements based on vendor-specific objective evidence of fair
value, principally determined on values when sold separately. License fee
revenue for certain application development and data access technology is
recognized upon direct shipment to the end user. If collectibility is not
considered probable, revenue is recognized when the fee is collected.

Software maintenance and support revenues are recognized ratably over the term
of the related agreements, which in most cases is one year.



                                       6
<PAGE>
                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)


NOTE 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

CASH EQUIVALENTS

Cash equivalents include time deposits, certificates of deposits, and all highly
liquid debt instruments with original maturities of three months or less when
purchased.

LOSS PER SHARE

Basic earnings per share is computed only on the weighted average number of
common shares outstanding during the respective periods, and the dilutive effect
of stock options and warrants is excluded. Diluted earnings per share is
computed to show the dilutive effect, if any, of stock options and warrants
using the treasury stock method based on the average market price of the stock
during the respective periods.

The effect of stock options and warrants that aggregated 20,445,813 and
23,234,900 shares as of June 30, 2002 and 2001, respectively, would be
anti-dilutive due to the Company's losses in 2002 and 2001 and, accordingly, are
not included in the computation of diluted earnings per share for the respective
periods.

The convertible secured promissory notes discussed in Note 3 automatically
converted into 20,000,000 shares of the Company's common stock effective as of
May 14, 2002.

POTENTIAL DILUTION

The following chart demonstrates the potential dilution of our issued and
outstanding common stock as of June 30, 2002.

<Table>
<Caption>
                                                                                 Weighted average exercise
                                                                                      price per share
<S>                                                                 <C>          <C>
Common stock outstanding                                            158,359,431
Warrants                                                              1,045,143             $0.3648
Stock Options:
     Non-Affiliates                                                     290,000              0.6448
     Directors, Officers and Employees                               19,110,670              0.3433
                                                                    -----------
                                                                    178,805,244
                                                                    ===========
</Table>


Additional dilution may result from additional stock option grants pursuant to
the MigraTEC, Inc. Long-Term Incentive Plan. As of June 30, 2002, options to
purchase 6,725,144 shares of common stock remain issuable under the MigraTEC,
Inc. Long-Term Incentive Plan.

USE OF ESTIMATES AND ASSUMPTIONS

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities and the reported amounts of
revenues and expenses. Actual results could vary from estimates used.




                                       7
<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)



NOTE 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

STOCK-BASED COMPENSATION

The Company has elected to account for stock-based compensation to employees
using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
Interpretations. Accordingly, compensation for stock options is measured as the
excess, if any, of the fair market value of the Company's stock at the date of
the grant over the amount an employee must pay to acquire the stock. Such excess
is deferred and amortized as compensation expense over the respective vesting
periods, which are principally 36 months.

The Company accounts for stock-based awards issued to non-employees in
accordance with the fair value method of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" and Emerging Issues

Task Force Issue No. 96-18. Accordingly, the Company measures the cost of such
awards based on the fair value of the options using the Black-Scholes method
option-pricing model.

NEW ACCOUNTING STANDARDS

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations," ("SFAS No.
141") and Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets," ("SFAS No. 142") effective for fiscal years beginning
after December 15, 2001. Under the new rules, goodwill and intangible assets
deemed to have indefinite lives will no longer be amortized but will be subject
to annual impairment tests in accordance with the statements. Other intangible
assets will continue to be amortized over their useful lives. The adoption of
SFAS Nos. 141 and 142 has not had a significant impact on the Company's
financial statements.

In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," ("SFAS No. 144") which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets and
supersedes Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of," and the accounting and reporting provisions of APB Opinion No. 30,
"Reporting the Results of Operations, for a disposal of a segment of a
business." SFAS No. 144 is effective for fiscal years beginning after December
15, 2001. The adoption of SFAS No. 144 has not had a significant impact on the
Company's financial position or results of operations.

RECLASSIFICATIONS

Certain reclassifications have been made to prior year amounts to conform to the
current year presentation.

NOTE 2. GOING CONCERN UNCERTAINTY

The Company incurred a loss of $5,863,017 and used cash in operations of
$4,952,831 for the year ended December 31, 2001. In addition, at December 31,
2001, the Company had a net stockholder's deficit of $2,200,794. The Company
incurred a loss of $2,985,484 and used cash in operations of $2,532,292 for the
first six months of 2002. At June 30, 2002 the Company had net stockholder's
equity of $2,608,047. The Company's continued existence and plans for future
growth are dependent in part upon its ability to obtain the capital necessary to
operate, primarily through the issuance of additional debt or equity, and on its
ability to effectively penetrate the developing market for migration software,
services and related products. Management believes the Company will successfully
raise additional capital in 2002 and that funds will be available to meet the
Company's obligations for at least the next 12 months. If the Company is not
able to obtain additional or alternative funding, or generate sufficient
revenues and cash flows in the near term, the Company will be unable to continue
as a going concern.

In the first six months of 2002, the Company raised net proceeds of $4,110,150
in private equity transactions and has received $226,800 from the exercise of
options and warrants. In addition, the Company entered into a private equity
line of credit agreement on March 27, 2001, pursuant to which the Company can
draw down, under certain conditions, up to $20,000,000 over a 20-month period,
of which the Company has drawn $615,500 (net of commissions and escrow costs)



                                       8
<PAGE>
                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)


NOTE 2. GOING CONCERN UNCERTAINTY (continued)

since December 31, 2001. The Company may need to raise additional capital in the
remainder of 2002 to fund expanded sales and marketing as well as development
efforts and continued operations. There can be no assurance that the Company
will successfully raise additional funds sufficient to finance its continued
operations.

The financial statements do not include any adjustments to reflect the possible
effects on recoverability and classification of assets or classification of
liabilities, which may result from the inability of the Company to continue as a
going concern.




                                       9
<PAGE>
                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)



NOTE 3. NOTES PAYABLE

Notes payable at June 30, 2002 and December 31, 2001, include the following:

<Table>
<Caption>
                                                                                       JUNE 30, 2002   DECEMBER 31, 2001
                                                                                       ------------    -----------------
<S>                                                                                    <C>             <C>
Convertible secured promissory notes to Mercury Fund No. 1, Ltd. in the amount
of $1,775,000, dated January 25, 2000, without interest, due January 24, 2003,
collateralized by all assets owned or thereafter acquired, subject to collateral
rights of notes dated December 4 and 28, 1998 and January 4 and 27, 1999. These
notes have been converted into shares of common stock as more fully described below.    $        --     $ 1,275,000

Convertible secured promissory notes to MT Partners, L.P. in the amount of
$1,975,000, dated January 25, 2000, without interest, due January 24, 2003,
collateralized by all assets owned or thereafter acquired, subject to collateral
rights of notes dated December 4 and 28, 1998 and January 4 and 27, 1999. These
notes have been converted into shares of common stock as more fully described below.             --       1,225,000

Notes payable to BEM Capital Partners, Inc. (assignee of MJ Capital Partners
III, L.P. as of January 2001) in the original aggregate amount of $250,000
Modified, extended and renewed to increase the outstanding loan amount to
$250,000, bearing interest at 15% per annum, interest only payable monthly until
May 1, 2001. Thereafter payable with monthly installments of principal and
interest totaling $22,565 with a final maturity of May 1, 2002. In connection
with the January 26, 2001 modification, the note holder was issued a one-year
warrant to purchase 40,000 shares of common stock at $0.01 per share. This
warrant was exercised in March 2001.                                                             --         108,777

Note payable to a former employee in the amount of $68,250, dated March 3, 1998,
bearing interest at 14%, payable in monthly installments of $1,000, due December
10, 2003.                                                                                    14,796          19,625
                                                                                        -----------     -----------

Total outstanding                                                                            14,796       2,628,402
Less current portion                                                                        (10,668)       (118,763)
                                                                                        -----------     -----------
Long-term portion                                                                       $     4,128     $ 2,509,639
                                                                                        ===========     ===========
</Table>


In the first quarter of 2000, the Company closed a private financing of the
Company by MT Partners, L.P., an affiliate of Cardinal Investment Company, Inc.,
and Mercury Fund No. 1, Ltd., an affiliate of Mercury Ventures, Ltd.
(collectively, the "Investors"). Since January 25, 2000, each of the Investors
has had a representative on the Company's Board of Directors. Mercury Fund No.
1, Ltd.'s representative, Kevin C. Howe, resigned from the Company's Board on
May 1, 2002.

The Investors entered into a Note and Warrant Purchase Agreement with the
Company (the "Agreement") pursuant to which the Investors provided $3,750,000 of
private financing to the Company, evidenced by convertible secured promissory
notes of the Company. The notes did not accrue interest.

Pursuant to the Agreement, the Company issued to the Investors warrants to
purchase up to an aggregate of 6,000,000 shares of common stock. In 2001,
Mercury Fund No. 1, Ltd. and MT Partners, L.P. converted $500,000 and $750,000,
respectively, of these notes into an aggregate of 10,000,000 shares of common
stock and exercised all of their warrants to




                                       10
<PAGE>
                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)



NOTE 3. NOTES PAYABLE  (continued)

purchase an aggregate of 6,000,000 shares of common stock at an exercise price
of $0.20 per share. Effective as of May 14, 2002, the balance of the notes
automatically converted into 20,000,000 shares of the Company's common stock.

In connection with this private financing, the Investors, the Company and
certain stockholders executed a Shareholders' Agreement, which requires approval
of at least 70% of the Company's Board of Directors for any of the following
corporate actions:

         1.       permitting authorization of additional series or classes of
                  shares of any capital stock resulting in dilution greater than
                  10% when compared to the fully diluted common stock equivalent
                  position of the Company as of January 25, 2000;

         2.       disposing of all or substantially all of the properties or
                  assets of the Company;

         3.       merging where such transaction involves greater than 20% of
                  the Company's market capitalization;

         4.       voluntarily dissolving, liquidating or partially liquidating
                  the Company;

         5.       incurring additional debt in excess of $250,000;

         6.       incurring any single capital expenditure in excess of
                  $150,000;

         7.       declaring or paying any dividend with respect to any capital
                  stock of the Company;

         8.       purchasing any capital stock of the Company;

         9.       amending the employment contracts or making material changes
                  to the compensation or severance amounts of certain officers
                  of the Company;

         10.      amending, altering or repealing the Company's Certificate of
                  Incorporation or Bylaws; or

         11.      entering into contracts with any affiliate of the Company.

Additionally, the Shareholders' Agreement restricts transfers of the Company's
common stock and provides the Investors with a right of first refusal for
private transfers of shares of the Company's common stock. The Shareholders'
Agreement will terminate upon the consummation of any merger, consolidation,
recapitalization or reorganization if any stock or securities received in such
merger, consolidation, recapitalization or reorganization are registered under
the Securities Exchange Act of 1934, as amended, by the agreement of all parties
or at such time as MT Partners and Mercury dispose of common stock comprising
more than 60% of their aggregate ownership as of May 1, 2000.

NOTE 4. CAPITAL STOCK, WARRANTS AND OPTIONS

CAPITAL STRUCTURE

The Company is authorized to issue 200,000,000 shares of common stock, $0.001
par value per share, of which approximately 158,359,431 and 128,586,361 shares
were issued at June 30, 2002 and December 31, 2001, respectively; and
158,359,431 and 118,721,912 shares were outstanding at June 30, 2002 and
December 31, 2001, respectively. The Company is also authorized to issue up to
50,000,000 shares of preferred stock in one or more series with such limitations
and restrictions as may be determined in its sole discretion, none of which are
issued and outstanding.

ISSUANCES OF COMMON STOCK

Private Placements

During the first six months of 2002, the Company raised net proceeds of
$4,110,150 from private placements of 16,467,000 shares of unregistered common
stock at a weighted average price per share of $0.25. The Company issued
three-year warrants to purchase an aggregate of 300,000 shares of common stock
at $0.25 per share to Richard A. Gray, Jr., a director of the Company, for
services rendered to the Company.



                                       11
<PAGE>
                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)



NOTE 4. CAPITAL STOCK, WARRANTS AND OPTIONS (continued)

Private Equity Line

On March 27, 2001, the Company and Ironhead Investments Inc. ("Ironhead")
entered into a Common Stock Purchase Agreement (the "Stock Purchase Agreement")
establishing a private equity line of credit. Ironhead has committed to purchase
from the Company shares of common stock at a maximum purchase price of up to
$20,000,000 over a twenty-month period. The number of shares actually issuable
by the Company and the price per share to be paid by Ironhead are dependent upon
a defined trading volume of the Company's common stock and a defined average
trading price (net of a 6% discount). During the first six months of 2002, the
Company issued 2,036,519 shares of common stock under the Stock Purchase
Agreement at a weighted average price per share of $0.3192, yielding proceeds of
$615,500 (net of commissions and escrow costs). The private equity line expires
in February 2003.

In connection with the equity line of credit, Ironhead and GKN Securities
("GKN") were issued five-year warrants to purchase an aggregate of 650,000
shares of the Company's common stock at an exercise price of $0.42 per share.
None of these warrants have been exercised as of June 30, 2002. The Company
engaged GKN as a sales agent to facilitate this transaction. GKN receives a 5%
placement fee for each draw under the equity line of credit.

The Company is prevented from issuing shares to Ironhead to the extent Ironhead
would beneficially own more than 9.9% of the then outstanding common stock. Any
resale of shares by Ironhead would reduce the number of shares beneficially
owned by Ironhead and would enable the Company to issue additional shares to
Ironhead without violating this condition.

Exercise Of Options And Warrants

During the first six months of 2002, the Company issued 1,134,000 shares of
common stock upon exercise of options and warrants yielding proceeds of
$226,800.

STOCK OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES

During the first six months of 2002, a director, an officer and certain
employees were granted options to purchase common stock of the Company pursuant
to the MigraTEC, Inc. Long-Term Incentive Plan. The terms of such grants are
summarized below:

<Table>
<Caption>
                                                                                  Option Price
                                                             Number of         -------------------
                                                            Underlying         Weighted
                              Range of Exercise Prices         Shares           Average      Total
                              ------------------------      ----------         --------      -----
<S>                                                         <C>                <C>         <C>

                            Granted at market value
                               Director
                                    $0.33                    1,000,000           $  0.33   $ 330,000
                               Officer and Employees
                                    $0.22 to $0.34           2,390,000           $  0.33   $ 795,800
</Table>




In 2000, the Company recorded deferred stock compensation of $2,975,000 for the
difference between the exercise price and the market value of the Company's
common stock underlying certain options granted. This amount is being amortized
over the vesting period of the individual options, which vesting periods vary
from immediate to three years. Stock compensation expense charged to operations
was $341,875 and $386,458 for the first six months of 2002 and 2001,
respectively.





                                       12
<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)



NOTE 4. CAPITAL STOCK, WARRANTS AND OPTIONS  (continued)

TOTAL OPTIONS AND WARRANTS OUTSTANDING

At June 30, 2002, the Company had options and warrants outstanding for the
purchase of shares of common stock as follows:

<Table>
<S>                                                    <C>
Warrants                                               1,045,143
Stock Options:
  Non-Affiliates                                         290,000
  Directors, Officers and Employees                   19,110,670
                                                      ----------
Total                                                 20,445,813
                                                      ==========
</Table>


All of the warrants and non-affiliates stock options are vested and exercisable
as of June 30, 2002.

NOTE 5. RELATED PARTY TRANSACTIONS

Mr. Kevin Howe, the Company's Chairman through January 2002, and Mr. Drew
Johnson joined the Company's Board of Directors in January 2000 as
representatives of Mercury Fund No. 1, Ltd. and MT Partners, L.P., respectively,
in connection with the initial tranche of funding of a three-stage $3,750,000
investment in the Company, completed May 1, 2000. Mr. Howe resigned from the
Board effective May 1, 2002. The notes related to the funding were convertible
at any time, at the election of Mercury and MT Partners, on the basis of one
share of common stock for each $0.125 in principal amount of the notes
outstanding at the time of conversion. The notes did not accrue interest. In
connection with the notes, Mercury and MT Partners were issued warrants to
purchase 2,839,800 and 3,160,200 shares of common stock, respectively, at an
exercise price of $0.20 per share. During the second quarter of 2002, Mercury
and MT Partners each held convertible promissory notes convertible into an
aggregate of up to 10,200,000 and 9,800,000 shares of the Company's common
stock, respectively. Effective as of May 14, 2002, the balance of these notes
automatically converted into an aggregate of 20,000,000 shares of the Company's
common stock. Mercury and MT Partners have fully exercised their warrants to
purchase 2,839,800 and 3,160,200 shares of common stock, respectively, as well.
As of June 30, 2002, Mercury and MT Partners had sold 1,625,000 and 7,436,500
shares of common stock, respectively.

In March and May 2002, the Company issued three-year warrants to purchase an
aggregate of 300,000 shares of common stock at $0.25 per share to Richard A.
Gray, Jr., a director of the Company, for services rendered to the Company.

NOTE 6. COMMITMENTS AND CONTINGENCIES

On April 12, 2000, the Company executed a non-cancelable operating lease for its
office facility for a term of 39 months beginning May 1, 2000. This lease was
modified on November 16, 2000 to increase leased space and extend the term of
the lease through February 2004. The modified lease provides for a monthly base
rent of $18,720. At the end of the lease term, the Company has the right to
renew the lease for an additional 60 months at the then prevailing rental rates.
The following is a summary of future base rents as of June 30, 2002.

<Table>
<Caption>

                                    Year ending June 30,                        Amount
                                    --------------------                        ------

<S>                                                                            <C>
                                              2003                             $224,640
                                              2004                              149,760
                                                                               --------
                                                                               $374,400
                                                                               ========
</Table>




                                       13
<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2002
                                   (Unaudited)

NOTE 6. COMMITMENTS AND CONTINGENCIES (continued)

On February 20, 2002, the Company executed a non-cancelable capital lease for
office equipment for a term of 60 months. The following is a summary of future
minimum lease payments together with the present value of the net minimum lease
payments as of June 30, 2002.


<Table>
<Caption>
        Year ending June 30,                              Amount
        --------------------                          -------------
<S>                                                   <C>
        2003                                          $       3,541
        2004                                                  3,541
        2005                                                  3,541
        2006                                                  3,541
        2007                                                  2,361
                                                      -------------
        Total minimum lease payments                         16,525


        Less: Amount representing
            interest                                         (4,485)
                                                      -------------
        Present value of net minimum
           lease payments                             $      12,040
                                                      =============
</Table>

On July 24, 1998, Carroll Independent School District filed suit against the
Company in District Court, Tarrant County, Texas, seeking payment for business
and personal property taxes (Carroll Independent School District v. One Up
Corporation, Cause No. L-14690). Judgment was entered on January 27, 2000 for
Carroll ISD in the amount of $89,853, which included interest and court costs.

From time to time the Company is party to what it believes is routine litigation
and proceedings that may be considered as part of the ordinary course of its
business. Currently, the Company is not aware of any current or pending
litigation or proceedings that would have a material adverse effect on the
Company's business, results of operations or financial condition.

NOTE 7. SUBSEQUENT EVENT

In connection with the private equity line discussed in Note 4, the Company
issued 415,812 shares of common stock at a weighted average price per share of
$0.2952, yielding proceeds of $114,591 (net of commissions and escrow costs).




                                       14
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following is a discussion and analysis of the consolidated financial
condition and results of operations of the Company for the three months ended
June 30, 2002 and 2001 and the six months ended June 30, 2002 and 2001,
respectively. It should be read in conjunction with our interim consolidated
financial statements and notes thereto included elsewhere in this report and our
Annual Report on Form 10-KSB for the year ended December 31, 2001.

A Note About Forward-Looking Statements

     All statements, other than statements of historical fact, included in or
incorporated by reference into this report, are forward-looking statements.
Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "plan," "such," or "believe." The forward-looking
statements included in this report are based on current expectations that
involve numerous risks and uncertainties. Assumptions relating to the foregoing
involve judgments with respect to, among other things, future economic,
competitive, and market conditions and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
our control.

     Based upon changing conditions, should any one or more of these risks or
uncertainties materialize, or if underlying assumptions prove incorrect, actual
results may vary materially from those anticipated, estimated or projected.
Although management believes that the expectations reflected in such
forward-looking statements are accurate, no assurance can be given that such
expectations will occur. In light of the significant uncertainties inherent in
the forward-looking statements included in this report, the inclusion of such
information should not be regarded as representation by us, management or any
other person that our objectives will be achieved.

     Key factors that could cause actual results to differ materially from our
expectations, estimates of costs, projected results or anticipated results
include, but are not limited to, the following risks:

     o    we may not be able to generate sufficient cash flows to fund
          operations or to obtain additional financing on favorable terms;

     o    we may not be able to effectively penetrate our target markets for
          migration products and sales;

     o    we may not be able to successfully develop and/or protect our
          technology;

     o    we may not be able to effectively control increases in expenses
          associated with sales growth and other costs;

     o    management may not be able to successfully implement our business plan
          and sales strategy;

     o    we may not be able to attract and retain a skilled and cohesive
          management group; and

     o    unfavorable changes in economic and industry conditions and regulatory
          requirements may develop.


Critical Accounting Policies And Estimates

    General

    Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. On an
on-going basis, we evaluate our estimates and judgments, including those related
to revenue recognition, bad debts, capitalization of costs to develop software
for sale, and income taxes. We base our estimates on historical experience and
on various other assumptions that management believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.



                                       15
<PAGE>

     We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.

     Revenue Recognition

     Our current revenues consist of services revenues, software license fees
and software maintenance and support revenues.

     Services are provided under time and materials contracts and agreed upon
fixed or variable fee arrangements. Revenues from services under time and
materials contracts and for training are recognized as services are performed.
Revenues from agreed upon fee arrangements typically have short-term durations
and are recognized upon completion and acceptance by the customer.

     Revenues from software licenses and software maintenance and support
services are recognized in accordance with American Institute of Certified
Public Accountant's Statement of Position 97-2 "Software Revenue Recognition."

     We license software under software license agreements. License fee revenues
are recognized when an agreement is in force, the product has been delivered,
the license fee is fixed or determinable, no significant production modification
or customization of the software is required and collectibility is reasonably
assured. Total fees under multiple element arrangements are allocated to
individual elements based on vendor-specific objective evidence of fair value,
principally determined on values when sold separately. License fee revenue for
certain application development and data access technology is recognized upon
direct shipment to the end user. If collectibility is not considered probable,
revenue is recognized when the fee is collected.

     Software maintenance and support revenues are recognized ratably over the
term of the related agreements, which in most cases is one year.

     Bad Debt

    We maintain allowances for doubtful accounts for estimated losses resulting
from the inability of our customers to make required payments. If the financial
condition of our customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required.

     Costs of Software Developed for Sale

     We expense or capitalize development costs of software to be sold in
accordance with Statement of Financial Accounting Standards No. 86, "Accounting
for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed."
These development costs are expensed as incurred until technological feasibility
has been established, at which time such costs are capitalized until the product
is available for general release to customers. During 2001 and the first six
months of 2002, costs related to development were included in research and
development costs. No costs were capitalized in 2001 or the first six months of
2002. Other research and development expenditures relate to our on going efforts
to extend our product lines and evaluate future products, such as computer
language conversion software which would convert code written in one computer
language to another (e.g., from "C" and "C++" to Java or managed "C#").

     Income Taxes

     We record a valuation allowance to reduce our deferred tax assets to the
amount that is more likely than not to be realized. At June 30, 2002, a full
valuation allowance has been recorded. While we have considered future taxable
income and ongoing prudent and feasible tax planning strategies in assessing the
need for the valuation allowance, in the event we were to determine that we
would be able to realize our deferred tax assets in the future in excess of our
net recorded amount, an adjustment to the deferred tax asset would increase
income in the period such determination was made.

Results of Operations

     Management believes that the net loss for the six months ended June 30,
2002 was primarily due to a slow increase in demand for software migration
technology and services, which, in management's opinion, is a reflection of the
dramatic



                                       16
<PAGE>



slowdown in all aspects of information technology (IT) spending that is
currently impacting numerous segments of the US economy. Management believes the
continued slow adoption of industry standard 64-bit computing is a contributing
factor. We believe this slowdown can be attributed, in part, to companies taking
short-term cash preservation actions. Nonetheless, in our opinion, in the medium
and long term, the demand for software migration technology and services will
outgrow the IT market as a whole, as such technology and services become more
critical to the reductions in IT infrastructure costs sought by corporate
leaders.

     The second quarter of 2002 was a successful quarter for MigraTEC as we
developed important strategic relationships, took significant steps forward in
other relationships, started to record increased revenue, added key talent to
our Board of Directors by appointing John W. White, the former Chief Information
Officer of both Compaq and Texas Instruments, to our Board, and raised a
significant amount of capital. Most importantly, however, during the second
quarter, we believe the market validated three key aspects of our corporate
strategy.

     First, the transition to low total cost of ownership (TCO) platforms (a
transition that is important to our strategy and which only a year ago did not
receive much attention from the press), is rapidly moving to the forefront of IT
news and, in our opinion, is regarded as a very important element of the
corporate world's strategy for reducing IT costs. As a result, we are focusing
our attention on the corporate world and more specifically, the financial
services sector, led by the big Wall Street firms, and the public sector, led by
the federal government. We expect the demand for migration products and services
to increase dramatically as these sectors begin to successfully transition to
low TCO platforms.

     Second, we are beginning to reap benefits from our leveraged sales model
which focuses on the original equipment manufacturers (OEMs) whose future
depends on successfully penetrating the enterprise computing market. These OEMs
are increasingly introducing us to their prime customers for pilot projects.
While the number and frequency of such pilot projects have yet to meet our
expectations (another reflection, in management's opinion, of the overall IT
spending environment), we are confident that the pilot phase is key to
demonstrating to the corporate world that migration of the enterprise
environment to lower TCO platforms is a viable way to achieve the dramatically
decreased costs offered by standardizing on lower TCO platforms. Because the
majority of custom code resides in the corporate world, successful pilot
projects are critical to opening the doors to the high volumes of corporate
custom applications.

     Third, our strategic approach of diversifying our focus to include multiple
chip technologies and operating environments is proving to be very beneficial as
well. For instance, at the enterprise level, we facilitate migrations from Unix
to both Windows and Linux to accommodate the use of various operating systems.
With respect to hardware, we have built solid relationships with Intel and, as
announced in early July, AMD, based on our strategic assumption that low volume,
high cost proprietary Reduced Instruction Set Computing ("RISC") based chips
would be displaced in high-end servers by increasingly powerful, high volume and
therefore significantly lower cost, industry standard chips made primarily by
Intel and AMD.

Feedback from the market is clear to us:

     o    Reducing TCO is imperative for the corporate IT world.

     o    Standardizing on industry standard technology is an important element
          in realizing those savings.

     o    Standardization cannot take place unless large amounts of custom
          software applications can be migrated efficiently.

     o    The process for migrating must be manageable, predictable and cost
          effective.

    The OEMs with which we have been developing relationships have indicated to
us that we are the only organization of which they are aware that has the
technology and methodologies available today that can provide a roadmap for
migrations and make them manageable, predictable and cost effective.

     We have developed relationships with the key OEMs and are currently
involved in pilot projects in both the financial services and public sectors.
During the second quarter, we established formal customer relationships with
Microsoft, Hewlett Packard/Compaq and AMD. Additionally, we now have a dedicated
account team from IBM focused on helping us more rapidly develop IBM as a
customer. We are encouraged by the significant time and resources that each of
the entities with which we are associated has invested in their relationship
with us. While progress has been slower than desired, it has been steady and
reassuring.



                                       17
<PAGE>




     For the year 2002, we expect that in excess of ninety percent of our
revenue will be cross-platform based as opposed to 64-bit migration based and
that revenue from pilot projects and partner enablement will outpace revenue
from software license sales. The point at which the Company has positive cash
flow is highly dependent on the rate at which the IT sector recovers and large
projects aimed at lowering IT operating costs in the long term are approved.

Three Months Ended June 30, 2002 Compared To Three Months Ended June 30, 2001

     Revenues

    During the quarter ended June 30, 2002, the Company's revenues consisted of
services and software license revenues. Revenues in the second quarter of 2002
increased to $168,821, as compared to $35,650 for the second quarter of 2001.
Revenues in the second quarter of 2002 consisted of $158,321 and $10,000 from
services and software licenses, respectively, whereas, in the second quarter of
2001 revenues consisted of services and software maintenance fees of $35,000 and
$650, respectively. Services revenue in the second quarter of 2002 consisted of
revenues from the Company's contracts with SRT Consulting, Inc., Sector 7, USA,
Inc., and Microsoft Corporation. Software license revenues resulted from the
sale of a license to AMD. Services revenues in the second quarter of 2001
resulted from contracts with Dell Computer Corporation and Unisys Corporation.

      Costs And Expenses

     The Company's total costs and expenses decreased 13% to $1,591,159 during
the second quarter of 2002, as compared to $1,830,834 for the second quarter of
2001.

     The majority of the Company's costs and expenses are related to personnel
costs. The Company's operating expenses were lower in the second quarter of 2002
as compared to the second quarter of 2001 because the Company employed an
average of 31 individuals during the second quarter of 2002, as compared to an
average of 39 individuals in the second quarter of 2001.

     Costs of revenues during the second quarter of 2002 were $146,965, as
compared to $6,683 for the second quarter of 2001. During the second quarter of
2002, three services engagements were either in process or completed, whereas
the Company had no such engagements during the second quarter of 2001.

     Selling and marketing expenses decreased 37% to $291,034 during the second
quarter of 2002, as compared to $459,698 for the second quarter of 2001.
Employment fees and subcontractor fees decreased an aggregate of $50,977 for the
second quarter of 2002 as compared to the second quarter of 2001. These
decreases can be attributed primarily to the fact that the Company did not hire
selling or marketing employees during this period due to the less than
anticipated demand for our products and services. Similarly, advertising costs
decreased $143,853 in the first quarter of 2002 as compared to the first quarter
of 2001 as a result of less than anticipated market demand as well.

     Research and development expenses decreased 35% to $364,418 during the
second quarter of 2002, as compared to $560,816 for the second quarter of 2001.
This decrease is due primarily to the Company's initial migration products
becoming more fully developed, enabling us to reduce our research and
development staff by ten individuals in May 2001. This represented a 48%
decrease in research and development staffing levels. In future periods the
Company will continue to incur research and development expenses in order to
expand the Company's current product line and to continue to develop new
products.

     General and administrative expenses decreased to $788,742 during the second
quarter of 2002, as compared to $803,637 for the second quarter of 2001. This
decrease resulted from decreases in personnel costs and professional accounting
and auditing fees. These decreases were partially offset by legal fees which
increased $88,065 in 2002 as compared to 2001 due to the Company's recently
completed SEC filings and product contracts. Additionally, the Company has
incurred costs of $45,749 for the retention of an investor relations firm in the
second quarter of 2002 and accrued costs of $13,749 in connection with the 2002
annual stockholders meeting.

     In prior periods, the Company issued options to purchase shares of common
stock to directors, officers and employees, some of which have exercise prices
less than the fair market value at the date of grant. The aggregate excess of
the fair market value as compared to the exercise price at the date of grant was
deferred and is being amortized as compensation expense over the respective
vesting periods. The amount amortized as compensation expense in the second
quarter of 2002 was $170,938, as compared to $180,937 for the second quarter of
2001. This compensation expense was




                                       18
<PAGE>

allocated $160,938 and $10,000 to general and administrative costs and research
and development costs, respectively, in the second quarter of 2002, whereas, in
the second quarter of 2001, such compensation expense was allocated $160,937,
$10,000 and $10,000 to general and administrative costs, research and
development costs and selling and marketing costs, respectively.

     Interest and Financing Expense

     The Company's interest and financing expense decreased to $2,380 during the
second quarter of 2002, as compared to $29,317 for the second quarter of 2001.
Interest expense decreased to $2,380 during the second quarter of 2002, as
compared to $23,557 for the second quarter of 2001 due the fact that the Company
had a greater amount of interest bearing debt outstanding with interest rates
ranging from 2% to 15% in the second quarter of 2001 as compared to 2002.

     Financing fees were $5,760 during the second quarter of 2001, as compared
to $0 for the second quarter of 2002. Financing fees during the second quarter
of 2001 were incurred in connection with warrants granted to The Glebe Group,
Inc. which advanced a $200,000 loan to the Company in May 2001.

     Other Income

     Other income in the second quarter of 2002 increased to $10,763, as
compared to $121 in the second quarter of 2001. In the second quarter of 2002,
the Company was able to invest in short-term interest-bearing investments using
funds received from private equity transactions and the exercise of options and
warrants which occurred in first six months of 2002, whereas, in the first six
months of 2001, the Company did not have excess cash to invest.

     Provision For Income Taxes

     As a result of operating losses for 2002 and 2001, the Company did not
incur a federal income tax obligation for the quarters ended June 30, 2002 and
2001. No tax benefit was recorded during the second quarters of 2002 and 2001
due to the uncertainty that sufficient taxable income will be generated during
the carry forward period to realize the benefit of the net deferred tax asset.
The carry forward period will expire in 2018.

     Net Loss

     For the quarter ended June 30, 2002, the Company incurred a net loss of
$1,413,955, or $0.01 per share, as compared to a net loss of $1,824,380, or
$0.02 per share, for the quarter ended June 30, 2001.

Six Months Ended June 30, 2002 Compared To Six Months Ended June 30, 2001

     Revenues

    In the first six months of 2002, the Company's revenues consisted of
services and software license revenues. For the six months ended June 30, 2002,
the Company's revenues increased to $168,821, as compared to $129,633 for the
six months ended June 30, 2001. Revenues in the first six months of 2002
consisted of $158,821 and $10,000 from services and software licenses,
respectively, whereas, in the first six months of 2001 revenues consisted of
services and software maintenance fees of $128,333 and $1,300, respectively.
Services revenue in the first six months of 2002 consisted of revenues from the
Company's contracts with SRT Consulting, Inc., Sector 7, USA, Inc. and Microsoft
Corporation. Software license revenues resulted from the sale of a license to
AMD. Services revenues in the first six months of 2001 resulted from contracts
with Dell Computer Corporation, Labtec, Inc. and Unisys Corporation.

     Costs And Expenses

     The Company's total costs and expenses decreased 15% to $3,161,159 during
the first six months of 2002, as compared to $3,724,445 for the first six months
of 2001.

     The majority of the Company's costs and expenses are related to personnel
costs. The Company's operating expenses were lower in the first six months of
2002 as compared to the first six months of 2001 because the Company employed an
average of 31 individuals during the first six months of 2002, as compared to an
average of 41 individuals in the first six months of 2001.



                                       19
<PAGE>

     Costs of revenues during the first six months of 2002 were $146,965, as
compared to $6,683 for the first six months of 2001. In 2002, three services
engagements were either in process or completed, whereas in 2001 the Company had
no such engagements.

     Selling and marketing expenses decreased 32% to $675,438 during the first
six months of 2002, as compared to $992,075 for the first six months of 2001.
Employment fees and subcontractor fees decreased an aggregate of $123,750 in the
first six months of 2002 as compared to the first six months of 2001. These
decreases can be attributed primarily to the fact that the Company did not hire
selling or marketing employees during this period due to the less than
anticipated demand for our products and services. Similarly, advertising costs
decreased $189,603 in the first six months of 2002 as compared to the first six
months of 2001 as a result of less than anticipated market demand as well.

     Research and development expenses decreased 40% to $718,372 during the
first six months of 2002, as compared to $1,188,463 for the first six months of
2001. This decrease is due primarily to the Company's initial migration products
becoming more fully developed, enabling us to reduce our research and
development staff by ten individuals in May 2001. This represented a 48%
decrease in research and development staffing levels. In future periods the
Company will continue to incur research and development expenses in order expand
the Company's current product line and to continue to develop new products.

     General and administrative expenses increased 5% to $1,620,384 during the
first six months of 2002, as compared to $1,537,224 for the first six months of
2001. This increase resulted from costs of $82,952 for the retention of an
investor relations firm in the first six months of 2002 and accrued costs of
$27,498 in connection with the 2002 annual stockholders meeting.

     In prior periods, the Company issued options to purchase shares of common
stock to directors, officers and employees, some of which have exercise prices
less than the fair market value at the date of grant. The aggregate excess of
the fair market value as compared to the exercise price at the date of grant was
deferred and is being amortized as compensation expense over the respective
vesting periods. The amount amortized as compensation expense in the first six
months of 2002 was $341,875, as compared to $386,458 for the first six months of
2001. This compensation expense was allocated $321,875 and $20,000 to general
and administrative and research and development costs, respectively, in the
first six months of 2002, whereas, in the first six months of 2001, such
compensation expense was allocated $321,875, $44,583 and $20,000 to general and
administrative, selling and marketing, and research and development costs,
respectively.

     Interest and Financing Expenses

     The Company's interest and financing expenses decreased to $6,414 during
the first six months of 2002, as compared to $101,215 for the first six months
of 2001. Interest expense decreased to $6,414 during the first six months of
2002, as compared to $36,479 for the first six months of 2001.

     Financing fees decreased to $0 during the first six months of 2002, as
compared to $64,736 for the first six months of 2001, due to additional working
capital requirements in 2001.

     Other Income

     Other income in the first six months of 2002 increased to $13,268, as
compared to $706 in the first six months of 2001. In the first six months of
2002, the Company was able to invest in short-term interest-bearing investments
using funds received from private equity transactions and the exercise of
options and warrants which occurred in the first six months of 2002, whereas, in
the first six months of 2001, the Company did not have excess cash to invest.

     Provision For Income Taxes

     As a result of operating losses for 2002 and 2001, MigraTEC did not incur a
federal income tax obligation for the first six months ended June 30, 2002 and
2001. No tax benefit was recorded during the first six months of 2002 or 2001
due to the uncertainty that sufficient taxable income will be generated during
the carry forward period to realize the benefit of the net deferred tax asset.
The carry forward period will expire in 2018.

     Net Loss

     For the six months ended June 30, 2002, MigraTEC incurred a net loss of
$2,985,484, or $0.02 per share, as compared to a net loss of $3,695,321, or
$0.04 per share, for the six months ended June 30, 2001.



                                       20
<PAGE>

      Capital Raised in 2002

      During the first six months of 2002, we raised approximately $4,952,450
from the following sources:

                  o        We issued 2,036,519 shares of unregistered common
                           stock under the Common Stock Purchase Agreement with
                           Ironhead Investments Inc. (see Liquity and Capital
                           Resources). These shares were sold in two
                           transactions and raised $615,500 (net of commissions
                           and escrow costs of $34,500) with a weighted average
                           price per share of $0.3192.

                  o        We issued 1,134,000 shares of common stock upon
                           exercise of previously issued options and warrants
                           yielding proceeds of $226,800 with a weighted average
                           price per share of $0.20.

                  o        We issued 16,467,000 shares of unregistered common
                           stock in connection with completed private placements
                           yielding net proceeds of $4,110,150 with a weighted
                           average price per share of $0.25.

      Potential Dilution

     The following chart demonstrates the potential dilution of our issued and
outstanding common stock as of June 30, 2002.

<Table>
<Caption>
                                                                 Weighted average exercise
                                                                       price per share
<S>                                            <C>                <C>
Common stock outstanding                             158,359,431
Warrants                                               1,045,143    $          0.3648
Stock Options:
     Non-Affiliates                                      290,000               0.6448
     Directors, Officers and Employees                19,110,670               0.3433
                                               -----------------
                                                     178,805,244
                                               =================

</Table>

     Additional dilution may result from additional stock option grants pursuant
to the MigraTEC, Inc. Long-Term Incentive Plan. As of June 30, 2002, options to
purchase 6,725,144 shares of common stock remain issuable under the MigraTEC,
Inc. Long-Term Incentive Plan.

Liquidity and Capital Resources

     For the first six months of 2002, the net cash used in operating activities
of $2,532,292 resulted from our net loss of $2,985,484, which included non-cash
charges for depreciation, and amortization of $45,725 and charges for deferred
stock compensation of $341,875. For the first six months of 2001, the net cash
used in operating activities of $2,803,767 resulted from our net loss of
$3,695,321, which included non-cash charges for depreciation and amortization of
$65,091 and deferred stock compensation of $386,458.

     As of June 30, 2002, we had cash of $2,927,225 and $88,650 in outstanding
accounts receivable, compared to cash of $649,302 and $15,000 in outstanding
accounts receivable at December 31, 2001.




                                       21
<PAGE>



     As of June 30, 2002, our contractual cash obligations and the periods in
which payments under such cash obligations are due are as follows:

<Table>
<Caption>

                                                                         PAYMENTS DUE BY PERIOD
                                                                         ----------------------

                                                                              LESS
                                                                              THAN 1                         AFTER 3
                   CONTRACTUAL OBLIGATIONS                    TOTAL           YEAR          1-3 YEARS         YEARS
                   ------------------------------------    ------------    ------------    ------------    ------------

<S>                                                        <C>             <C>             <C>             <C>
                   Long -Term Debt                         $     14,796    $     10,668    $      4,128    $         --
                   Capital Lease Obligations                     12,040           1,959           7,841           2,240
                   Operating Leases                             374,400         224,640         149,760              --
                                                           ------------    ------------    ------------    ------------
                   Total Contractual Cash Obligations      $    401,236    $    237,267    $    161,729    $      2,240
                                                           ============    ============    ============    ============
</Table>

         During the six months ended June 30, 2002, we had net cash provided by
financing activities of $4,834,047 consisting of $4,952,450 in connection with
the issuance of common stock. The cash proceeds were offset by $118,403 expended
for the repayment of principal of notes payable and an obligation under a
capital lease. During the six months ended June 30, 2001, we had net cash
provided by financing activities of $3,258,422, consisting of proceeds from
notes payable in the aggregate amount of $450,000 and $3,398,477 in connection
with the issuance of common stock. The cash proceeds were offset by $590,055
expended for the repayment of principal of notes payable and an obligation under
a capital lease.


         On March 27, 2001, we entered into a Common Stock Purchase Agreement
with Ironhead Investments Inc. establishing a private equity line of credit.
Ironhead has committed to purchase from us shares of common stock at a maximum
purchase price of up to $20,000,000 over a twenty-month period. The number of
shares actually issuable by us and the price per share to be paid by Ironhead
are dependent upon a defined trading volume of our common stock and a defined
average trading price (net of a 6% discount). During the first six months of
2002, we raised proceeds of $615,500 (net of commissions and escrow costs) under
this arrangement through the sale of 2,036,519 shares of common stock at a
weighted average price per share of $0.3192. The private equity line of credit
expires in February 2003.

          In connection with the private equity line of credit, Ironhead and GKN
Securities were issued five-year warrants to purchase an aggregate of 650,000
shares of our common stock at an exercise price of $0.42 per share. We engaged
GKN as an agent to facilitate this transaction. GKN receives a 5% placement fee
for each draw under the equity line of credit.

          We are prevented from issuing shares to Ironhead to the extent
Ironhead would beneficially own more than 9.9% of the then outstanding common
stock. Any resale of shares by Ironhead would reduce the number of shares
beneficially owned by Ironhead and would enable us to issue additional shares to
Ironhead without violating this condition.

         We had substantial operating losses during the first six months of 2002
and the prior three years. For the years ended December 31, 2001, 2000 and 1999,
we incurred net losses of $5,863,017, $10,193,130 and $4,184,078, respectively.
At June 30, 2002, we had an accumulated deficit of $30,679,818.

         We may raise additional capital to fund expanded sales and marketing
efforts and other normal operating costs. We may need additional capital over
the next 12 months to further develop and aggressively market our new products
and services. Results of operations in the future will be influenced by numerous
factors including, but not limited to:

         o        internal technological developments and those of our
                  technology and marketing associates;

         o        the continued and accelerated movement of the IT industry to
                  low TCO platforms;

         o        the successful introduction and acceptance of Intel's 64-bit
                  chips, Itanium, Itanium 2 and AMD's Opteron chip;

         o        rapid and wide-spread adoption of automated migration
                  technology;

         o        further development and protection of our proprietary software
                  products and services;



                                       22
<PAGE>

         o        expansion of our marketing program and market acceptance of
                  our products and services;

         o        capacity to further identify us as a provider of migration
                  products;

         o        our ability to control increases in expenses associated with
                  sales growth and other costs;

         o        the availability of substantial additional funding; and

         o        our ability to attract and maintain a skilled and cohesive
                  management group.

         Our continued existence and plans for future growth are dependent, in
part, upon our ability to obtain the capital necessary to operate, primarily
through the generation of revenue and supplemented through the issuance of
additional debt or equity. If we are not able to generate sufficient revenues
and cash flows in the near term or obtain additional or alternative funding, we
will be unable to continue as a going concern. In the six months ended June 30,
2002, we have completed private placements of 16,467,000 shares of unregistered
common stock yielding net proceeds of $4,110,150, issued 1,134,000 shares of
common stock upon exercise of options and warrants yielding proceeds of $226,800
and issued 2,036,519 shares of common stock in connection with the private
equity line yielding proceeds of $615,500 (net of commissions and escrow costs).
As a result of these transactions, we believe that funds will be available to
meet our obligations for at least twelve months from the date of our most recent
balance sheet. Beyond that, in the event we are unable to obtain additional
capital from either profitable operations or capital sources, we may be forced
to significantly reduce or discontinue our current operations.




                                       23
<PAGE>



PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         During the three months ended June 30, 2002, we sold our unregistered
securities in the transactions described below.

         On May 14, 2002, we issued a three-year warrant to purchase 124,550
shares of common stock at an exercise price of $0.25 per share to one of our
directors for services rendered to the Company. We issued such securities in a
transaction not involving a public offering in reliance upon the exemption set
forth in Section 4(2) of the Securities Act.

         Between April 1, 2002 and June 30, 2002, we issued an aggregate of
6,113,000 shares of common stock at a price of $0.25 per share to one
partnership, two corporations, 13 individuals and one trust. Each of these
investors was an accredited investor that acquired such securities for
investment purposes. We issued such securities in transactions not involving a
public offering in reliance upon the exemption set forth in Section 4(2) of the
Securities Act and the safe harbor provided by Rule 506 of Regulation D
promulgated thereunder.

ITEM 5. OTHER INFORMATION

         On July 30, 2002 our Board elected John W. White to the Board of
Directors. Mr. White is the retired Vice President and Chief Information Officer
for Compaq Computer Corporation. Prior to joining Compaq, Mr. White spent 28
years with Texas Instruments where he served in various management and technical
roles, including Vice President and Chief Information Officer and President of
the Information Technology Group. He also spent four years with Electronic Data
Systems developing the EDS on-line transaction processing system for the health
care, life insurance, and banking industries. Mr. White currently serves on the
boards of Citrix Systems, OmniSpace and Scheduling.com and serves as an advisory
board member of Webex. He is also Chairman of the advisory board of Contivo and
Chairman of the Board of Metasolv Software, Fuegotech and NetNumber.com.

         The 2002 Annual Meeting of Stockholders will take place on October 10,
2002. All stockholders of record as of September 4, 2002 will be entitled to
vote on matters submitted to the stockholders for consideration.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

    The exhibits required to be furnished pursuant to this Item 6(a) are listed
in the Exhibit Table below.

(b) Reports on Form 8-K

    We did not file any reports on Form 8-K during the quarterly period ended
June 30, 2002.

                                  EXHIBIT TABLE

<Table>
<Caption>

EXHIBIT
NUMBER       DESCRIPTION OF DOCUMENT
------       -----------------------

<S>          <C>

     3.1     Certificate of Incorporation (incorporated herein by reference to
             Exhibit 3.1 to MigraTEC's registration statement on Form SB-2 filed
             August 31, 2000, File No. 333-44946).

     3.2     Bylaws (incorporated herein by reference to Exhibit 3.2 to
             MigraTEC's registration statement on Form SB-2 filed August 31,
             2000, File No. 333-44946).

     4.1     Form of Common Stock Certificate (incorporated herein by reference
             to Exhibit 4.1 to Amendment No. 1 to MigraTEC's registration
             statement on Form SB-2 filed November 13, 2000, File No.
             333-44946).
</Table>



                                       24
<PAGE>
<Table>
<S>          <C>

     10.1    Employment Agreement between MigraTEC, Inc. and W. Curtis
             Overstreet dated, April 10, 1997 (incorporated herein by reference
             to Exhibit 10.3 to Amendment No. 1 to MigraTEC's registration
             statement on Form SB-2 filed May 7, 1999, File No. 333-65093).

     10.2    Employment Agreement between MigraTEC, Inc. and Rick J. Johnson,
             dated July 1, 1997 (incorporated herein by reference to Exhibit
             10.5 to Amendment No. 1 to MigraTEC's registration statement on
             Form SB-2 filed May 7, 1999, File No. 333-65093).

     10.3    MigraTEC, Inc. 1999 Stock Option Plan (incorporated herein by
             reference to Exhibit 4 to MigraTEC's Form S-8 filed March 12, 1999,
             File No. 333-74309).

     10.4    Stock Option Agreements between MigraTEC, Inc. and each of Rick J.
             Johnson and Richard A. Gray, Jr., dated as of May 1, 1998
             (incorporated herein by reference to Exhibit 1 to MigraTEC's Form
             S-8 filed October 19, 1999, File No. 333-89291).

     10.5    Letter Agreements regarding Modification of Stock Option Agreements
             between MigraTEC, Inc. and each of Rick J. Johnson and Richard A.
             Gray, Jr., dated as of September 7, 1999 (incorporated herein by
             reference to Exhibit 2 to MigraTEC's Form S-8 filed October 19,
             1999, File No. 333-89291).

     10.6    Stock Option Agreement between MigraTEC, Inc. and EAI Partners,
             Inc., dated as of August 6, 1999 (incorporated herein by reference
             to Exhibit 10.5 to Amendment No. 1 to MigraTEC's registration
             statement on Form SB-2 filed November 13, 2000, File No.
             333-44946).

     10.7    Form of Nonqualified Stock Option Agreement between MigraTEC, Inc.
             and Richard A. Gray, Jr., dated as of January 31, 2000
             (incorporated herein by reference to Exhibit 10.8 to Amendment No.
             1 to MigraTEC's registration statement on Form SB-2 filed November
             13, 2000, File No. 333-44946).

     10.8    MigraTEC, Inc. Long-Term Incentive Plan, as amended and restated
             (filed herewith).

     10.9    Form of Stock Option Agreement pursuant to the MigraTEC, Inc.
             Long-Term Incentive Plan, as amended and restated (incorporated
             herein by reference to Exhibit 99.2 to MigraTEC's Form S-8 filed
             November 6, 2000, File No. 333-49398)

     10.10   Warrant Agreement between MigraTEC, Inc. and MT Partners, L.P. and
             Mercury Fund No.1, Ltd., dated as of January 25, 2000 (incorporated
             herein by reference to Exhibit 10.9 to MigraTEC's Form 10-KSB for
             the year ended December 31, 1999 filed April 14, 2000, File No.
             000-28220).

     10.11   Form of Warrant to MT Partners, L.P. and Mercury Fund No. 1, Ltd.
             (incorporated herein by reference to Exhibit 4.2 to MigraTEC's Form
             10-KSB for the year ended December 31, 1999 filed April 14, 2000,
             File No. 000-28220).

     10.12   $1,975,000 Convertible Secured Promissory Note by MigraTEC, Inc. to
             MT Partners, L.P., dated as of January 25, 2000 (incorporated
             herein by reference to Exhibit 10.10 to MigraTEC's Form 10-KSB for
             the year ended December 31, 1999 filed April 14, 2000, File No.
             000-28220).

     10.13   $1,775,000 Convertible Secured Promissory Note by MigraTEC, Inc. to
             Mercury Fund No. 1, Ltd., dated as of January 25, 2000
             (incorporated herein by reference to Exhibit 10.10 to MigraTEC's
             Form 10-KSB for the year ended December 31, 1999 filed April 14,
             2000, File No. 000-28220).

     10.14   Security Agreement between MigraTEC, Inc. and MT Partners, L.P. and
             Mercury Fund No. 1, Ltd., dated as of January 25, 2000
             (incorporated herein by reference to Exhibit 10.12 to MigraTEC's
             Form 10-KSB for the year ended December 31, 1999 filed April 14,
             2000, File No. 000-28220).

     10.15   Shareholders Agreement between MigraTEC, Inc., MT Partners, L.P.,
             Mercury Fund No. 1, Ltd. and certain stockholders, dated as of
             January 25, 2000 (incorporated herein by reference to Exhibit 10.13
             to MigraTEC's Form 10-KSB for the year ended December 31, 1999
             filed April 14, 2000, File No. 000-28220).
</Table>



                                       25
<PAGE>
<Table>
<S>          <C>
     10.16   Registration Rights Agreement between MigraTEC, Inc. and MT
             Partners, L.P. and Mercury Fund No. 1, Ltd., dated as of January
             25, 2000 (incorporated herein by reference to Exhibit 10.14 to
             MigraTEC's Form 10-KSB for the year ended December 31, 1999 filed
             April 14, 2000, File No. 000-28220).

     10.17   Form of Director Indemnification Agreement between MigraTEC, Inc.
             and each of Drew R. Johnson, W. Curtis Overstreet and Richard A.
             Gray, Jr., dated as of January 25, 2000, and each of William B.
             Patton, Jr. and T. Ulrich Brechbuhl, dated as of January 29, 2002
             and February 11, 2002, respectively (incorporated herein by
             reference to Exhibit 10.15 to MigraTEC's Form 10-KSB for the year
             ended December 31, 1999 filed April 14, 2000, File No. 000-28220).

     10.18   Amendment No. 1 to Convertible Secured Promissory Note by MigraTEC,
             Inc. in favor of MT Partners, L.P., dated February 28, 2000
             (incorporated herein by reference to Exhibit 10.16 to MigraTEC's
             Form 10-KSB for the year ended December 31, 2000 filed March 22,
             2001, File No. 000-28220).

     10.19   Amendment No. 1 to Convertible Secured Promissory Note by MigraTEC,
             Inc. in favor of Mercury Fund No. 1, Ltd., dated February 28, 2000
             (incorporated herein by reference to Exhibit 10.17 to MigraTEC's
             Form 10-KSB for the year ended December 31, 2000 filed March 22,
             2001, File No. 000-28220).

     10.20   Office Lease Agreement between MigraTEC, Inc. and Charter Crown
             Plaza Partners, L.P., dated as of April 12, 2000 (incorporated
             herein by reference to Exhibit 10.16 to MigraTEC's Form 10-KSB for
             the year ended December 31, 1999 filed April 14, 2000, File No.
             000-28220).

     10.21   Amendment No. 2 to Convertible Secured Promissory Note by MigraTEC,
             Inc. in favor of MT Partners, L.P., dated June 1, 2000
             (incorporated herein by reference to Exhibit 10.19 to MigraTEC's
             Form 10-KSB for the year ended December 31, 2000 filed March 22,
             2001, File No. 000-28220).

     10.22   Amendment No. 2 to Convertible Secured Promissory Note by MigraTEC,
             Inc. in favor of Mercury Fund No. 1, Ltd., dated June 1, 2000
             (incorporated herein by reference to Exhibit 10.20 to MigraTEC's
             Form 10-KSB for the year ended December 31, 2000 filed March 22,
             2001, File No. 000-28220).

     10.23   Lease Modification Agreement Number One between MigraTEC, Inc. and
             Charter Crown Plaza Partners, L.P., dated November 16, 2000
             (incorporated herein by reference to Exhibit 10.21 to MigraTEC's
             Form 10-KSB for the year ended December 31, 2000 filed March 22,
             2001, File No. 000-28220).

     10.24   $565,000 Promissory Note by MigraTEC, Inc. to Mercury Fund No. 1,
             Ltd., dated as of December 1, 2000 (incorporated herein by
             reference to Exhibit 10.22 to MigraTEC's Form 10-KSB for the year
             ended December 31, 2000 filed March 22, 2001, File No. 000-28220).

     10.25   Security Agreement between MigraTEC, Inc. and Mercury Fund No. 1,
             Ltd., dated as of December 1, 2000 (incorporated herein by
             reference to Exhibit 10.23 to MigraTEC's Form 10-KSB for the year
             ended December 31, 2000 filed March 22, 2001, File No. 000-28220).

     10.26   Stock Option Amendment Agreement between MigraTEC, Inc. and EAI
             Partners, Inc., dated January 2, 2001 (incorporated herein by
             reference to Exhibit 10.24 to MigraTEC's Form 10-KSB for the year
             ended December 31, 2000 filed March 22, 2001, File No. 000-28220).

     10.27   Modification, Renewal and Extension of Note and Security Agreement
             between MigraTEC, Inc. and BEM Capital Partners, Inc., dated
             January 26, 2001 (incorporated herein by reference to Exhibit 10.25
             to MigraTEC's Form 10-KSB for the year ended December 31, 2000
             filed March 22, 2001, File No. 000-28220).

     10.28   Assignment and Assumption Agreement between MJ Capital Partners
             III, L.P. and BEM Capital Partners, L.P., dated January 26, 2001
             (incorporated herein by reference to Exhibit 10.26 to MigraTEC's
             Form 10-KSB for the year ended December 31, 2000 filed March 22,
             2001, File No. 000-28220).

     10.29   Common Stock Purchase Warrant for 40,000 shares of common stock
             issued to BEM Capital Partners, L.P. dated, January 31, 2001
             (incorporated herein by reference to Exhibit 10.27 to MigraTEC's
             Form 10-KSB for the year ended December 31, 2000 filed March 22,
             2001, File No. 000-28220).
</Table>



                                       26
<PAGE>
<Table>
<S>          <C>
     10.30   Form of Stock Purchase Warrant issued to GKN Securities Corp. and
             its designees (incorporated herein by reference to Exhibit 10.28 to
             MigraTEC's registration statement on Form SB-2 filed March 29,
             2001, File No. 333-57830).

     10.31   Stock Purchase Warrant for 325,000 shares of common stock issued to
             Ironhead Investments Inc. (incorporated herein by reference to
             Exhibit 10.29 to MigraTEC's registration statement on Form SB-2
             filed March 29, 2001, File No. 333-57830).

     10.32   Common Stock Purchase Agreement between MigraTEC, Inc. and Ironhead
             Investments Inc., dated as of March 27, 2001 (incorporated herein
             by reference to Exhibit 10.30 to MigraTEC's registration statement
             on Form SB-2 filed March 29, 2001, File No. 333-57830).

     10.33   Escrow Agreement among MigraTEC, Inc., Ironhead Investments Inc.
             and Epstein Becker & Green, P.C., dated as of March 27, 2001
             (incorporated herein by reference to Exhibit 10.31 to MigraTEC's
             registration statement on Form SB-2 filed March 29, 2001, File No.
             333-57830).

     10.34   Registration Rights Agreement between MigraTEC, Inc. and Ironhead
             Investments Inc., dated as of March 27, 2001 (incorporated herein
             by reference to Exhibit 10.32 to MigraTEC's registration statement
             on Form SB-2 filed March 29, 2001, File No. 333-57830).

     10.35   Stock Purchase Warrants issued to Richard A. Gray, Jr. for 175,450
             and 124,550 shares of common stock, dated as of March 31, 2002 and
             May 14, 2002, respectively (filed herewith).

     11.1    Statement re: Computations of Net Loss per Share (filed herewith).

     24.1    Power of Attorney (included in the signature page of this report).
</Table>


                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints T.
Ulrich Brechbuhl his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign on his behalf individually and in each capacity
stated below, any amendment to this Form 10-QSB and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, his substitute, may
lawfully do or cause to be done by virtue hereof.

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

<Table>
<S>                                                     <C>
MIGRATEC, INC.

By:      /s/ T. Ulrich Brechbuhl                        Dated:  August 14, 2002
         ----------------------------------------
         T. Ulrich Brechbuhl
         President and Chief Financial Officer


         /s/ W. Curtis Overstreet                       Dated:  August 14, 2002
         ----------------------------------------
         W. Curtis Overstreet
         Chief Executive Officer
</Table>





                                       27
<PAGE>



                                  EXHIBIT INDEX

<Table>
<Caption>

EXHIBIT
NUMBER       DESCRIPTION
------       -----------
<S>          <C>

     3.1     Certificate of Incorporation (incorporated herein by reference to
             Exhibit 3.1 to MigraTEC's registration statement on Form SB-2 filed
             August 31, 2000, File No. 333-44946).

     3.2     Bylaws (incorporated herein by reference to Exhibit 3.2 to
             MigraTEC's registration statement on Form SB-2 filed August 31,
             2000, File No. 333-44946).

     4.1     Form of Common Stock Certificate (incorporated herein by reference
             to Exhibit 4.1 to Amendment No. 1 to MigraTEC's registration
             statement on Form SB-2 filed November 13, 2000, File No.
             333-44946).

     10.1    Employment Agreement between MigraTEC, Inc. and W. Curtis
             Overstreet dated, April 10, 1997 (incorporated herein by reference
             to Exhibit 10.3 to Amendment No. 1 to MigraTEC's registration
             statement on Form SB-2 filed May 7, 1999, File No. 333-65093).

     10.2    Employment Agreement between MigraTEC, Inc. and Rick J. Johnson,
             dated July 1, 1997 (incorporated herein by reference to Exhibit
             10.5 to Amendment No. 1 to MigraTEC's registration statement on
             Form SB-2 filed May 7, 1999, File No. 333-65093).

     10.3    MigraTEC, Inc. 1999 Stock Option Plan (incorporated herein by
             reference to Exhibit 4 to MigraTEC's Form S-8 filed March 12, 1999,
             File No. 333-74309).

     10.4    Stock Option Agreements between MigraTEC, Inc. and each of Rick J.
             Johnson and Richard A. Gray, Jr., dated as of May 1, 1998
             (incorporated herein by reference to Exhibit 1 to MigraTEC's Form
             S-8 filed October 19, 1999, File No. 333-89291).

     10.5    Letter Agreements regarding Modification of Stock Option Agreements
             between MigraTEC, Inc. and each of Rick J. Johnson and Richard A.
             Gray, Jr., dated as of September 7, 1999 (incorporated herein by
             reference to Exhibit 2 to MigraTEC's Form S-8 filed October 19,
             1999, File No. 333-89291).

     10.6    Stock Option Agreement between MigraTEC, Inc. and EAI Partners,
             Inc., dated as of August 6, 1999 (incorporated herein by reference
             to Exhibit 10.5 to Amendment No. 1 to MigraTEC's registration
             statement on Form SB-2 filed November 13, 2000, File No.
             333-44946).

     10.7    Form of Nonqualified Stock Option Agreement between MigraTEC, Inc.
             and Richard A. Gray, Jr., dated as of January 31, 2000
             (incorporated herein by reference to Exhibit 10.8 to Amendment No.
             1 to MigraTEC's registration statement on Form SB-2 filed November
             13, 2000, File No. 333-44946).

     10.8    MigraTEC, Inc. Long-Term Incentive Plan, as amended and restated
             (filed herewith).

     10.9    Form of Stock Option Agreement pursuant to the MigraTEC, Inc.
             Long-Term Incentive Plan, as amended and restated (incorporated
             herein by reference to Exhibit 99.2 to MigraTEC's Form S-8 filed
             November 6, 2000, File No. 333-49398).

     10.10   Warrant Agreement between MigraTEC, Inc. and MT Partners, L.P. and
             Mercury Fund No. 1, Ltd., dated as of January 25, 2000
             (incorporated herein by reference to Exhibit 10.9 to MigraTEC's
             Form 10-KSB for the year ended December 31, 1999 filed April 14,
             2000, File No. 000-28220).

     10.11   Form of Warrant to MT Partners, L.P. and Mercury Fund No. 1, Ltd.
             (incorporated herein by reference to Exhibit 4.2 to MigraTEC's Form
             10-KSB for the year ended December 31, 1999 filed April 14, 2000,
             File No. 000-28220).
</Table>



                                       28
<PAGE>
<Table>
<S>          <C>

     10.12   $1,975,000 Convertible Secured Promissory Note by MigraTEC, Inc. to
             MT Partners, L.P., dated as of January 25, 2000 (incorporated
             herein by reference to Exhibit 10.10 to MigraTEC's Form 10-KSB for
             the year ended December 31, 1999 filed April 14, 2000, File No.
             000-28220).

     10.13   $1,775,000 Convertible Secured Promissory Note by MigraTEC, Inc. to
             Mercury Fund No. 1, Ltd., dated as of January 25, 2000
             (incorporated herein by reference to Exhibit 10.11 to MigraTEC's
             Form 10-KSB for the year ended December 31, 1999 filed April 14,
             2000, File No. 000-28220).

     10.14   Security Agreement between MigraTEC, Inc. and MT Partners, L.P. and
             Mercury Fund No. 1, Ltd., dated as of January 25, 2000
             (incorporated herein by reference to Exhibit 10.12 to MigraTEC's
             Form 10-KSB for the year ended December 31, 1999 filed April 14,
             2000, File No. 000-28220).

     10.15   Shareholders Agreement between MigraTEC, Inc., MT Partners, L.P.,
             Mercury Fund No. 1, Ltd. and certain stockholders, dated as of
             January 25, 2000 (incorporated herein by reference to Exhibit 10.13
             to MigraTEC's Form 10-KSB for the year ended December 31, 1999
             filed April 14, 2000, File No. 000-28220).

     10.16   Registration Rights Agreement between MigraTEC, Inc. and MT
             Partners, L.P. and Mercury Fund No. 1, Ltd., dated as of January
             25, 2000 (incorporated herein by reference to Exhibit 10.14 to
             MigraTEC's Form 10-KSB for the year ended December 31, 1999 filed
             April 14, 2000, File No. 000-28220).

     10.17   Form of Director Indemnification Agreement between MigraTEC, Inc.
             and each of Kevin C. Howe, Drew R. Johnson, W. Curtis Overstreet
             and Richard A. Gray, Jr., dated as of January 25, 2000, and each of
             William B. Patton, Jr. and T. Ulrich Brechbuhl, dated as of January
             29, 2002 and February 11, 2002, respectively (incorporated herein
             by reference to Exhibit 10.15 to MigraTEC's Form 10-KSB for the
             year ended December 31, 1999 filed April 14, 2000, File No.
             000-28220).

     10.18   Amendment No. 1 to Convertible Secured Promissory Note by MigraTEC,
             Inc. in favor of MT Partners, L.P., dated February 28, 2000
             (incorporated herein by reference to Exhibit 10.16 to MigraTEC's
             Form 10-KSB for the year ended December 31, 2000 filed March 22,
             2001, File No. 000-28220).

     10.19   Amendment No. 1 to Convertible Secured Promissory Note by MigraTEC,
             Inc. in favor of Mercury Fund No. 1, Ltd., dated February 28, 2000
             (incorporated herein by reference to Exhibit 10.17 to MigraTEC's
             Form 10-KSB for the year ended December 31, 2000 filed March 22,
             2001, File No. 000-28220).

     10.20   Office Lease Agreement between MigraTEC, Inc. and Charter Crown
             Plaza Partners, L.P., dated as of April 12, 2000 (incorporated
             herein by reference to Exhibit 10.16 to MigraTEC's Form 10-KSB for
             the year ended December 31, 1999 filed April 14, 2000, File No.
             000-28220).

     10.21   Amendment No. 2 to Convertible Secured Promissory Note by MigraTEC,
             Inc. in favor of MT Partners, L.P., dated June 1, 2000
             (incorporated herein by reference to Exhibit 10.19 to MigraTEC's
             Form 10-KSB for the year ended December 31, 2000 filed March 22,
             2001, File No. 000-28220).

     10.22   Amendment No. 2 to Convertible Secured Promissory Note by MigraTEC,
             Inc. in favor of Mercury Fund No. 1, Ltd., dated June 1, 2000
             (incorporated herein by reference to Exhibit 10.20 to MigraTEC's
             Form 10-KSB for the year ended December 31, 2000 filed March 22,
             2001, File No. 000-28220).

     10.23   Lease Modification Agreement Number One between MigraTEC, Inc. and
             Charter Crown Plaza Partners, L.P., dated November 16, 2000
             (incorporated herein by reference to Exhibit 10.21 to MigraTEC's
             Form 10-KSB for the year ended December 31, 2000 filed March 22,
             2001, File No. 000-28220).

     10.24   $565,000 Promissory Note by MigraTEC, Inc. to Mercury Fund No. 1,
             Ltd., dated as of December 1, 2000 (incorporated herein by
             reference to Exhibit 10.22 to MigraTEC's Form 10-KSB for the year
             ended December 31, 2000 filed March 22, 2001, File No. 000-28220).

     10.25   Security Agreement between MigraTEC, Inc. and Mercury Fund No. 1,
             Ltd., dated as of December 1, 2000 (incorporated herein by
             reference to Exhibit 10.23 to MigraTEC's Form 10-KSB for the year
             ended December 31, 2000 filed March 22, 2001, File No. 000-28220).
</Table>



                                       29
<PAGE>

<Table>
<S>          <C>

     10.26   Stock Option Amendment Agreement between MigraTEC, Inc. and EAI
             Partners, Inc., dated January 2, 2001 (incorporated herein by
             reference to Exhibit 10.24 to MigraTEC's Form 10-KSB for the year
             ended December 31, 2000 filed March 22, 2001, File No. 000-28220).

     10.27   Modification, Renewal and Extension of Note and Security Agreement
             between MigraTEC, Inc. and BEM Capital Partners, Inc., dated
             January 26, 2001 (incorporated herein by reference to Exhibit 10.25
             to MigraTEC's Form 10-KSB for the year ended December 31, 2000
             filed March 22, 2001, File No. 000-28220).

     10.28   Assignment and Assumption Agreement between MJ Capital Partners
             III, L.P. and BEM Capital Partners, L.P., dated January 26, 2001
             (incorporated herein by reference to Exhibit 10.26 to MigraTEC's
             Form 10-KSB for the year ended December 31, 2000 filed March 22,
             2001, File No. 000-28220).

     10.29   Common Stock Purchase Warrant for 40,000 shares of common stock
             issued to BEM Capital Partners, L.P. dated, January 31, 2001
             (incorporated herein by reference to Exhibit 10.27 to MigraTEC's
             Form 10-KSB for the year ended December 31, 2000 filed March 22,
             2001, File No. 000-28220).

     10.30   Form of Stock Purchase Warrant issued to GKN Securities Corp. and
             its designees (incorporated herein by reference to Exhibit 10.28 to
             MigraTEC's registration statement on Form SB-2 filed March 29,
             2001, File No. 333-57830).

     10.31   Stock Purchase Warrant for 325,000 shares of common stock issued to
             Ironhead Investments Inc. (incorporated herein by reference to
             Exhibit 10.29 to MigraTEC's registration statement on Form SB-2
             filed March 29, 2001, File No. 333-57830).

     10.32   Common Stock Purchase Agreement between MigraTEC, Inc. and Ironhead
             Investments Inc., dated as of March 27, 2001 (incorporated herein
             by reference to Exhibit 10.30 to MigraTEC's registration statement
             on Form SB-2 filed March 29, 2001, File No. 333-57830).

     10.33   Escrow Agreement among MigraTEC, Inc., Ironhead Investments Inc.
             and Epstein Becker & Green, P.C., dated as of March 27, 2001
             (incorporated herein by reference to Exhibit 10.31 to MigraTEC's
             registration statement on Form SB-2 filed March 29, 2001, File No.
             333-57830).

     10.34   Registration Rights Agreement between MigraTEC, Inc. and Ironhead
             Investments Inc., dated as of March 27, 2001 (incorporated herein
             by reference to Exhibit 10.32 to MigraTEC's registration statement
             on Form SB-2 filed March 29, 2001, File No. 333-57830).

     10.35   Stock Purchase Warrants issued to Richard A. Gray, Jr. for 175,450
             and 124,550 shares of common stock, dated as of March 31, 2002 and
             May 14, 2002, respectively (filed herewith).

     11.1    Statement re: Computations of Net Loss per Share (filed herewith).

     24.1    Power of Attorney  (included in the signature page of this report).
</Table>








                                       30