<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, 2003

                                       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, DALLAS, TEXAS 75234-9421
               (Address of Principal Executive Offices; Zip Code)

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

    Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No
[ ]

         The number of shares outstanding of each of the issuer's classes of
common equity as of August 11, 2003:

         Title of Class                             Number of Shares Outstanding
Common Stock, $0.001 par value per share                    162,357,550

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

<PAGE>
                                      INDEX

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                        <C>
PART I - FINANCIAL INFORMATION                                                                               1

         ITEM 1.  FINANCIAL STATEMENTS                                                                       1

                  Consolidated Condensed Balance Sheets at June 30, 2003 (unaudited)                         1
                  and December 31, 2002

                  Consolidated Condensed Statements of Operations for the three months                       2
                  ended June 30, 2003 and 2002 (unaudited) and the six months ended June 30, 2003
                  and 2002 (unaudited)

                  Consolidated Condensed Statement of Stockholders' Equity (Deficit) for the                 3
                  six months ended June 30, 2003 (unaudited)

                  Consolidated Condensed Statements of Cash Flows for the six months                         4
                  ended June 30, 2003 and 2002 (unaudited)

                  Notes to Consolidated Condensed Financial Statements (unaudited)                           5

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                                         13
                  CONDITION AND RESULTS OF OPERATIONS

         ITEM 3.  CONTROLS AND PROCEDURES                                                                   21

PART II - OTHER INFORMATION                                                                                 22

         ITEM 2.  CHANGES IN SECURITIES                                                                     22

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                                          22
</TABLE>

                                       i

<PAGE>

PART I - FINANCIAL INFORMATION

Due to severe financial constraints, financial data for the period ended June
30, 2003 included in this Form 10-QSB has not been reviewed by the Company's
independent auditor as required by Item 310 of Regulation SB. As a result, the
Company's Chief Executive and Chief Financial Officer cannot certify this Form
10-QSB as complying fully with Section 13(a) of the Securities Exchange Act of
1934, as required by Section 906 of the Sarbanes-Oxley Act of 2002 ("Section
906"). The Company has prepared these financials in a manner consistent with
previous periods. The Company intends to have the interim financial statements
reviewed by its auditor as soon as the Company's financial situation enables it
to do so and to furnish the Section 906 certification with an amendment to this
Form 10-QSB upon completion of the auditor's review.

ITEM 1.  FINANCIAL STATEMENTS

                          MIGRATEC, INC. AND SUBSIDIARY
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                       JUNE 30, 2003     DECEMBER 31, 2002
                                                                                       -------------     -----------------
                                                                                        (UNAUDITED)
<S>                                                                                    <C>               <C>
ASSETS
CURRENT ASSETS
         Cash                                                                          $    142,669         $    881,035
         Accounts receivable                                                                102,750               92,500
         Other current assets                                                               158,762              173,577
                                                                                       ------------         ------------
                    Total current assets                                                    404,181            1,147,112

PROPERTY AND EQUIPMENT, NET                                                                  86,043              121,765

OTHER ASSETS
         Capitalized software costs, net of amortization of $90,760
               and $90,624 in 2003 and 2002, respectively                                        57                  190
         Other assets                                                                         7,491               59,863
                                                                                       ------------         ------------
               Total other assets                                                             7,548               60,053
                                                                                       ------------         ------------
                    Total Assets                                                       $    497,772         $  1,328,930
                                                                                       ============         ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
         Accounts payable                                                              $    622,728         $    256,155
         Accrued expenses                                                                   387,581              198,238
         Current portion of long-term debt and notes payable                                949,128                9,639
         Obligations under capital leases                                                     3,643                3,086
         Deferred revenue                                                                    15,000                   --
                                                                                       ------------         ------------
                    Total current liabilities                                             1,978,080              467,118

LONG-TERM LIABILITIES
         Long-term portion of obligations under capital leases                               13,143               15,183
                                                                                       ------------         ------------
                    Total liabilities                                                     1,991,223              482,301

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; 250,000,000 shares authorized;
              162,357,550 and 161,007,550 shares issued and outstanding at June
              30, 2003 and December 31, 2002, respectively                                  162,358              161,008
         Additional paid-in capital                                                      35,200,130           34,056,263
         Deferred stock compensation                                                             --              (85,313)
         Accumulated deficit                                                            (36,852,187)         (33,281,577)
                                                                                       ------------         ------------
                Total stockholders' equity (deficit)                                     (1,489,699)             850,381
                                                                                       ------------         ------------
                Total Liabilities and Stockholders' Equity (Deficit)                   $    497,772         $  1,328,930
                                                                                       ============         ============
</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,
                                                      ---------------------------            -------------------------
                                                         2003               2002               2003              2002
                                                         ----               ----               ----              ----
<S>                                                <C>                <C>                <C>                <C>
REVENUES
    Software licenses                              $     100,000      $      10,000      $     115,034      $      10,000
    Services                                             200,950            158,821            362,298            158,821
                                                   -------------      -------------      -------------      -------------
                 Total revenues                          300,950            168,821            477,332            168,821

COSTS AND EXPENSES
    Cost of revenues                                     276,231            146,965            410,692            146,965
    Selling and marketing                                393,598            291,034            891,296            675,438
    Research and development                             251,191            364,418            584,055            718,372
    General and administrative                           565,077            788,742          1,241,397          1,620,384
                                                   -------------      -------------      -------------      -------------
                 Total costs and expenses              1,486,097          1,591,159          3,127,440          3,161,159
                                                   -------------      -------------      -------------      -------------
LOSS FROM OPERATIONS                                  (1,185,147)        (1,422,338)        (2,650,108)        (2,992,338)
    Other income (expense)
        Interest and financing expense                  (920,619)            (2,380)          (921,630)            (6,414)
        Other income, net                                     11             10,763              1,128             13,268
                                                   -------------      -------------      -------------      -------------
                 Total other income  (expense)          (920,608)             8,383           (920,502)             6,854
                                                   -------------      -------------      -------------      -------------
                 Net loss                          $  (2,105,755)     $  (1,413,955)     $  (3,570,610)     $  (2,985,484)
                                                   =============      =============      =============      =============

NET LOSS PER COMMON SHARE (BASIC AND
DILUTED)                                           $       (0.01)     $       (0.01)     $       (0.02)     $       (0.02)
                                                   =============      =============      =============      =============
WEIGHTED AVERAGE COMMON SHARES
ISSUED AND OUTSTANDING (BASIC AND
DILUTED)                                             162,357,550        146,659,453        162,201,058        134,182,700
                                                   =============      =============      =============      =============
</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 (DEFICIT)
                         Six Months Ended June 30, 2003
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                                        DEFERRED
                                        COMMON          COMMON         ADDITIONAL        STOCK           ACCUMU-
                                        STOCK           STOCK           PAID-IN          COMPEN-          LATED
                                       (SHARES)         AMOUNT          CAPITAL          SATION          DEFICIT            TOTAL
                                       --------         ------          -------          ------          -------            -----
<S>                                   <C>            <C>             <C>             <C>              <C>              <C>
Balance at January 1, 2003            161,007,550    $    161,008    $ 34,056,263    $    (85,313)    $(33,281,577)    $    850,381

Issuance of stock in connection
with private placements for cash        1,350,000           1,350         214,650              --               --          216,000

Issuance of warrants                           --              --          66,400              --               --           66,400

Issuance of warrants for financing
fees                                           --              --          42,817              --               --           42,817

Deferred stock compensation expense            --              --              --          85,313               --           85,313

Expense associated with beneficial
conversion feature of convertible
debt                                           --              --         820,000              --               --          820,000

Net loss                                       --              --              --              --       (3,570,610)      (3,570,610)
                                      -----------    ------------    ------------    ------------     ------------     ------------
Balance at June 30, 2003              162,357,550    $    162,358    $ 35,200,130    $         --     $(36,852,187)    $ (1,489,699)
                                      ===========    ============    ============    ============     ============     ============
</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,
                                                                      -------------------------
                                                                         2003             2002
                                                                         ----             ----
<S>                                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net loss                                                    $(3,570,610)     $(2,985,484)
         Adjustments to reconcile net loss to net cash (used by)
           operating activities:
              Depreciation and amortization                               43,657           45,725
              Deferred stock compensation                                 85,313          341,875
              Warrants issued for financing fees                          42,817               --
              Financing expense associated with beneficial
                conversion feature of convertible debt                   820,000               --
              Change in assets and liabilities:
                 (Increase) in accounts receivable                       (10,250)         (73,650)
                 (Increase) decrease in other current assets              14,815          (54,851)
                 Decrease in other assets                                 52,372              265
                 Increase in accounts payable                            366,573           24,415
                 Increase in accrued expenses                            189,343          169,413
                Increase in deferred revenue                              15,000               --
                                                                     -----------      -----------
         Net cash (used by) operating activities                      (1,950,970)      (2,532,292)

CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchases of property and equipment                              (7,802)         (23,832)
                                                                     -----------      -----------
         Cash (used in) investing activities                              (7,802)         (23,832)

CASH FLOWS FROM FINANCING ACTIVITIES:
         Proceeds from convertible secured promissory notes              820,000               --
         Proceeds from notes payable                                     250,000               --
         Proceeds from issuance of common stock                          216,000        4,952,450
         Proceeds from issuance of warrants                               66,400               --
         Payments under obligations of capital leases                     (1,483)          (4,797)
         Repayment of notes payable                                     (130,511)        (113,606)
                                                                     -----------      -----------
         Net cash provided by financing activities                     1,220,406        4,834,047
                                                                     -----------      -----------
Net increase (decrease) in cash                                         (738,366)       2,277,923

Cash - beginning                                                         881,035          649,302
                                                                     -----------      -----------
Cash - ending                                                        $   142,669      $ 2,927,225
                                                                     ===========      ===========
SUPPLEMENTAL DISCLOSURES:
         Interest paid                                               $     7,543      $     7,347
                                                                     ===========      ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:

         Issuance of stock upon conversion of debt to equity         $        --      $ 2,500,000
                                                                     ===========      ===========
         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, 2003
                                   (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 providing OS/2
to Windows migration services and 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, 2002 and 2001, included in MigraTEC's Form 10-KSB for the fiscal
year ended December 31, 2002 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, 2003
                                   (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 2003 and 2002 was $136 for both periods.

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, 2003
and December 31, 2002.

REVENUE RECOGNITION

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

Revenue related to long-term service contracts is generally recognized upon
completion and acceptance of the service outlined in the milestones stated in
the contract. Costs related to services are expensed as incurred. Accordingly,
margins on long-term service contracts will fluctuate from one accounting period
to another due to fluctuations in the revenue earned based on acceptance of the
services and the costs incurred in a given accounting period.

Other services are usually 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.

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. If collectibility
is not considered probable, revenue is recognized when the fee is collected.

                                       6

<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2003
                                   (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 outstanding stock options and warrants that aggregated 35,403,196
and 20,445,813 shares as of June 30, 2003 and 2002, respectively, would be
anti-dilutive due to the Company's losses in 2003 and 2002 and, accordingly, are
not included in the computation of diluted earnings per share for the respective
periods.

If the convertible secured promissory notes discussed in Note 3 were converted
in full as of June 30, 2003, an additional 32,800,000 shares of the Company's
common stock would be outstanding as of June 30, 2003 based upon the conversion
price in effect as of that date.

POTENTIAL DILUTION

The following demonstrates the potential dilution of our issued and outstanding
common stock as of June 30, 2003.

<TABLE>
<CAPTION>
                                                                                   Weighted average exercise
                                                                                        price per share
                                                                                        ---------------
<S>                                                                 <C>            <C>
Common stock outstanding                                            162,357,550
Shares issuable if convertible secured promissory notes are
converted in full                                                    32,800,000            $  0.0250
Warrants                                                              9,685,143            $  0.1046
Stock Options:
     Non-Affiliates                                                      50,000            $  0.3800
     Directors, Officers and Employees                               25,668,053            $  0.3181
                                                                    -----------
                                                                    230,560,746
                                                                    ===========
</TABLE>

All of the warrants and stock options granted to non-affiliates are vested and
exercisable as of June 30, 2003. Further dilution may result from the exercise
of stock options pursuant to additional stock option grants under the Company's
stock option plan. As of June 30, 2003, options to purchase 8,754,120 shares of
common stock remain issuable thereunder.

In addition, subsequent to June 30, 2003, the Company received funds of $261,250
(net of a 5% funding fee paid to each investor), representing the final tranches
of funds advanced under the Company's convertible secured promissory notes, and
issued warrants to purchase an aggregate of 275,000 shares of common stock at an
exercise price of $0.01 per share in connection with the notes (see Note 3).
Based upon the conversion price of the notes in effect as of June 30, 2003, an
additional 11,275,000 shares may be issued and outstanding upon conversion of
such convertible secured promissory notes and exercise of the related warrants.

On July 14, 2003, the Chairman of the Board (William B. Patton, Jr.), Vice
Chairman of the Board (W. Curtis Overstreet), President and CEO ( T. Ulrich
Brechbuhl) and one employee of the Company entered into agreements with the
Company to cancel all stock options issued to them by the Company. These
cancellations decreased the potential dilution of the issued and outstanding
common stock from directors, officers and employees stock options and increased
the number of shares issuable upon the exercise of options available for grant
under the Company's stock option plan by an aggregate of 10,625,000 shares of
common stock.

                                       7

<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2003
                                   (Unaudited)

NOTE 1.  OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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 ("SFAS") No. 123, "Accounting for Stock-Based Compensation" ("SFAS No.
123") 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 July 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS
No. 146"). SFAS No. 146 addresses financial accounting and reporting for costs
associated with exit or disposal activities, such as restructurings,
involuntarily terminating employees and consolidating facilities. SFAS No. 146
excludes from its scope exit and disposal activities conducted in connection
with a business combination and those activities to which SFAS Nos. 143 and 144
are applicable. SFAS No. 146 is effective for exit and disposal activities that
are initiated after December 31, 2002. The adoption of SFAS No. 146 has not had
a material effect on the Company's financial position or results of operations.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure" ("SFAS No. 148"). SFAS No. 148 amends
SFAS No. 123, to provide alternative methods of transition to SFAS No. 123's
fair value method of accounting for stock-based employee compensation.

SFAS No. 148 also amends the disclosure provisions of SFAS No. 123 and APB
Opinion No. 28, "Interim Financial Reporting," to require disclosure in the
summary of significant accounting policies of the effects of an entity's
accounting policy with respect to stock-based employee compensation on reported
net income and earnings per share in annual and interim financial statements.
While SFAS No. 148 does not amend SFAS No. 123 to require companies to account
for employee stock options using the fair value method, the disclosure
provisions of SFAS No. 148 are applicable to all companies with stock-based
employee compensation, regardless of whether they account for that compensation
using the fair value method of SFAS No. 123 or the intrinsic value method of APB
Option No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). Under APB
25, if the exercise price of an employee's stock option equals or exceeds the
market price of the underlying stock on the date of grant, no compensation
expense is recognized. As allowed by SFAS No. 123, the Company has elected to
continue to utilize the accounting method prescribed by APB 25 and has adopted
the disclosure requirements of SFAS No. 123 and SFAS No. 148.

RECLASSIFICATIONS

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

NOTE 2. LIQUIDITY

The Company incurred a loss of $5,587,243 and used cash in operations of
$5,043,494 for the year ended December 31, 2002. The Company incurred a loss of
$3,570,610 and used cash in operations of $1,950,970 for the first six months of
2003. At June 30, 2003, the Company had a net stockholder's deficit of
$1,489,699.

                                       8

<PAGE>
                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2003
                                   (Unaudited)

NOTE 2. LIQUIDITY (continued)

During the first six months of 2003, the Company raised net proceeds of $216,000
in private equity transactions and proceeds of $66,400 (net of issuance
expenses) from the issuance of warrants for the purchase of common stock. The
Company obtained a loan in April 2003 which was repaid in May 2003, in the
principal amount of $125,000, secured by all assets of the Company, received an
advance of $125,000 from a director of the Company and received funds of
$779,000 (net of a 5% funding fee paid to each investor) from the issuance of
convertible secured promissory notes described in Note 3. The proceeds the
Company received from these transactions are not sufficient to support its
current operations. As of August 13, 2003, the Company had cash of $44,215 and
$213,883 in outstanding accounts receivables. As of such time, the Company also
had approximately $2,069,579 in cash obligations, which includes accounts
payable, the convertible secured promissory notes and other contractual cash
obligations of the Company. The Company will use existing capital to deliver on
existing customer contracts, pursue a limited number of potential new revenue
opportunities and aggressively pursue a sale of the Company's assets. Following
the completion of these endeavors, the Company will likely be forced to
discontinue operations entirely. Depending on the success and timing of these
endeavors, namely, the revenue received from existing and new contracts and the
cash proceeds received from a sale of the Company's assets, the Company may be
forced to default on its convertible secured promissory note obligations. In
such circumstances, the note holders will be entitled to foreclose their lien on
the assets of the Company and pursue remedies available to them under the
security agreement and applicable law.

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.

NOTE 3.  NOTES PAYABLE

Notes payable at June 30, 2003 and December 31, 2002, include the following:

<TABLE>
<CAPTION>
                                                                                          JUNE 30       DECEMBER 31,
                                                                                           2003             2002
                                                                                           ----             ----
<S>                                                                                     <C>             <C>
Convertible secured promissory notes to nine unaffiliated individuals, one
limited partnership and one corporation, initially dated May 30, 2003,
bearing interest at 15%, with interest payable quarterly beginning June 30, 2003,
due May 30, 2004, collateralized by all assets owned or thereafter acquired.            $  820,000       $      --

Advance from a director dated April 28, 2003, bearing interest at 15%, payable
upon demand                                                                                125,000              --

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.                                                                                    4,128           9,639
                                                                                        ----------       ---------
           Total outstanding                                                               949,128           9,639
           Less current portion                                                           (949,128)         (9,639)
                                                                                        ----------       ---------
           Long-term portion                                                            $       --       $      --
                                                                                        ==========       =========
</TABLE>

Beginning May 30, 2003, the Company entered into a note purchase agreement with
approximately 15 investors providing for investments by such investors in the
Company, in multiple tranches of up to an aggregate of $2,000,000, evidenced by
convertible secured promissory notes. As of June 30, 2003, the Company had
received funds of $779,000 (net of a 5% funding fee paid to each investor for a
total investment of $820,000). The indebtedness is secured by all of the
Company's assets and the notes evidencing the indebtedness are convertible at
each respective investor's election into shares of the Company's common stock at
a price equal to 50% of the volume-weighted average of the closing sale price on
the OTC Bulletin Board of the Company's common stock for the five consecutive
trading days immediately preceding the date of conversion. The total amount of
principal and interest outstanding under each note will automatically convert
into shares of common stock upon the earlier of either: (1) the consummation of
any merger or consolidation or other business combination involving the Company
in which the Company's common stock is valued at not less than $0.10 per share,
or (2) the first trading day (after June 27, 2003) on the OTC Bulletin Board
following a period of 15 consecutive trading days during which the closing sale
price per share of the Company's common stock has been in excess of $0.20 per
share. The unpaid aggregate principal amount of each convertible secured
promissory note is generally due one year from the date of issuance and bears
interest at a rate of 15% per year with accrued interest due and payable
quarterly. In connection with the note purchase agreement, the Company issued to
each note holder a five-year warrant to purchase one share of common stock at
$0.01 per share for every $1.00 advanced to the Company. As of June 30, 2003,
the Company had issued warrants to purchase an aggregate of 820,000 shares of
common stock pursuant to the note purchase agreement. We may prepay the notes,
in full or in part, at any time prior to maturity without penalty or premium.
The notes and the associated warrants contain conversion features considered to
be "beneficial" because the conversion prices were below the market price of the
common stock at the date of issuance. Emerging Issues Task Force Issue No.
00-27, "Application of EITF Issue No. 98-5, `Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios,' to Certain Convertible Instruments" requires the Company to
account for the beneficial conversion feature by allocation of value to the
warrants,
                                       9
<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2003
                                   (Unaudited)

NOTE 3. NOTES PAYABLE (continued)

convertible notes and interest. The Company has taken the most conservative
approach and allocated all $820,000 of value to the warrants and recorded this
as financing expense in the accompanying financial statements for the quarter
ended June 30, 2003.

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"). The Investors entered into a note and warrant
purchase agreement with the Company pursuant to which the Investors provided
$3,750,000 of private financing to the Company, evidenced by convertible secured
promissory notes of the Company. In connection with this private financing, the
Investors, the Company and certain stockholders executed a Shareholders'
Agreement, which required approval of at least 70% of the Company's Board of
Directors for certain corporate actions and restricted transfers of the
Company's common stock and provided the Investors with a right of first refusal
for private transfers of the Company's common stock. The Shareholders' Agreement
was terminated in June 2003.

NOTE 4. CAPITAL STOCK, WARRANTS AND OPTIONS

CAPITAL STRUCTURE

As of June 30, 2003, the Company was authorized to issue 250,000,000 shares of
common stock, $0.001 par value per share. At June 30, 2003 and December 31,
2002, 162,357,550 and 161,007,550 shares were issued and outstanding,
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

During the first six months of 2003, the Company raised net proceeds of $216,000
from private placements of 1,350,000 shares of unregistered common stock at a
weighted average price per share of $0.16. Warrants to purchase up to 270,000
shares of common stock at $0.25 per share were issued in connection with these
private placements. These warrants expire in January 2004.

STOCK OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES

During the first six months of 2003, certain non-employee directors and
employees were granted options to purchase common stock of the Company pursuant
to the MigraTEC, Inc. Long-Term Incentive Plan (the "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
   Directors
     $0.20                        500,000        $ 0.2000       $100,000
   Employees
     $0.18 to $0.21               565,000        $ 0.1832       $103,500
</TABLE>

During the first six months of 2003, options to purchase 1,379,320 shares
expired.

Effective as of January 27, 2003, the Board of Directors approved an increase in
the number of shares of common stock authorized and reserved for issuance under
the Plan from 21,900,000 shares to 30,000,000 shares. As of June 30, 2003,
options to purchase 8,754,120 shares of common stock remain issuable under the
Plan.

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 options to purchase an aggregate of 3,800,000 shares of
common stock granted in 2000. This amount was amortized over the vesting period
of the individual options, which vesting periods varied from

                                       10

<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2003
                                   (Unaudited)

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

immediate to three years. Stock compensation expense charged to operations was
$85,313 and $341,875 for the first six months of 2003 and 2002, respectively.

STOCK WARRANTS ISSUED

On March 18, 2003, the Company issued non-transferable warrants to unaffiliated
investors for the purchase of an aggregate of 7,000,000 shares of common stock
at $0.35 per share for consideration of $66,400 (net of issuance expenses). On
May 29, 2003, the exercise price for these warrants was reduced to $0.065 per
share. Using the Black-Scholes method option-pricing model, the Company recorded
financing expense of $35,316 as result of the re-pricing of these warrants. This
expense is recorded as financing expense in the accompanying financial
statements for the quarter ended June 30, 2003. These warrants expire December
31, 2003 but may be extended to December 31, 2004 at the election of the holders
upon payment of fees which aggregate an additional $156,800.

In May and June 2003, the Company issued non-transferable warrants for the
purchase of an aggregate of 820,000 shares of common stock in connection with
the convertible secured promissory note transaction described in Note 3.

NOTE 5. RELATED PARTY TRANSACTIONS

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. The
Company also issued 400,000 shares of common stock at a price of $0.25 per share
to each of Mr. Gray and Mr. Gray's spouse pursuant to private placements of
common stock. In April 2002, we issued an additional 31,000 shares of common
stock at a price of $0.20 per share to Mr. Gray's spouse upon the exercise of a
warrant to purchase common stock. On April 28, 2003, Mr. Gray advanced $125,000
to the Company, payable on demand and bearing interest at 15%. In July 2003, Mr.
Gray exchanged this advance for a convertible secured promissory note in the
principal amount of $125,000 (see Notes 3 and 7).

In February 2003, the Company issued options to purchase an aggregate of 250,000
shares of common stock of the Company to each of Mr. Gray and Mr. Drew Johnson,
both of whom are directors of the Company, at an exercise price of $0.20 per
share. These options were issued under the Company's Long-Term Incentive Plan.

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, 2003.

<TABLE>
<CAPTION>
Year ending June 30,                     Amount
--------------------                     ------
<S>                                    <C>
        2004                           $ 149,760
</TABLE>

During 2002, the Company executed non-cancelable capital leases for various
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, 2003.

<TABLE>
<CAPTION>
Year ending June 30,                                  Amount
--------------------                                  ------
<S>                                                 <C>
        2004                                        $   5,856
        2005                                            5,856
        2006                                            5,856
        2007                                            4,677
        2008                                              772
                                                    ---------

        Total minimum lease payments                   23,017
        Less: Amount representing interest             (6,231)
                                                    ---------
        Present value of net minimum lease
          payments                                  $  16,786
                                                    =========
</TABLE>

                                       11

<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2003
                                   (Unaudited)

NOTE 6. COMMITMENTS AND CONTINGENCIES (continued)

It is possible that the investors who invested in the convertible secured
promissory notes and warrants pursuant to the note purchase agreement, initially
dated May 30, 2003 and described in Note 3, may allege that the private offering
and sale of these securities to them should be integrated with certain selling
security holders' offering and sale of common stock to the public under the
Company's registration statement on Form SB-2 (file no. 333-104797), and that as
a result the offering and sale of securities to the investors was not made in
accordance with the requirements of Section 5 of the Securities Act of 1933. The
Company believes that the offer and sale of the convertible secured promissory
notes and the warrants to the investors should not be integrated with the
selling security holders' offer and sale of the Company's common stock to the
public under Registration Statement No. 333-104797 and qualifies for a private
placement exemption. Nevertheless, the Company may have a contingent liability
arising out of the Company's possible violation of Section 5 of the Securities
Act. Although the Company cannot estimate the possible loss or range of loss
associated with such contingent liability, if a court were to hold that (1) the
private placement exemption is not available for the sale of the convertible
secured promissory notes and warrants to the investors, and (2) the investors
are entitled to rescission rights, the Company could be forced to return the
funds loaned to the Company pursuant to the note purchase agreement to the
claiming investors.

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 EVENTS

Since June 30, 2003, the Company received funds of $261,250 (net of a 5% funding
fee paid to each investor for a total investment of $275,000), representing
additional tranches of funds advanced under the Company's convertible secured
promissory notes. On July 11, 2003, the Company closed the convertible secured
promissory note offering, at which time the final aggregate committed loan
amount totaled $1,220,000.

In July 2003, Richard A. Gray, Jr., a director of the Company, exchanged an
advance of $125,000 which he funded to the Company on April 28, 2003 for a
convertible secured promissory note in the principal amount of $125,000 and
warrants to purchase 125,000 shares of common stock at an exercise price of
$0.01 per share.

During the second quarter the Company announced that it was evaluating strategic
options including the potential sale or merger of the Company. Those efforts
continue at an accelerated pace and the Company is in active discussions with
potential buyers of the Company and/or its assets.

                                       12

<PAGE>

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

     The following is a discussion and analysis of our consolidated financial
condition and results of operations for the three months ended June 30, 2003 and
2002 and the six months ended June 30, 2003 and 2002, 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, 2002.

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:

-        our pursuit of a limited number of potential new revenue opportunities
         and/or strategic alternatives, including a sale of the Company, may not
         be successful;

-        we may not be able to generate sufficient cash flows or to obtain
         capital on favorable terms, if at all, to fund operations;

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

-        we may not be able to successfully protect our technology;

-        we may not be able to effectively control increases in expenses;

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

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

-        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.

                                       13

<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 revenues for the six months ended June 30, 2003 and 2002 consisted of
services revenues and software license fees.

     Revenue related to long-term service contracts is generally recognized upon
completion and acceptance of the service outlined in the milestones stated in
the contract. Costs related to services are expensed as incurred. Accordingly,
margins on long-term service contracts will fluctuate from one accounting period
to another due to fluctuations in the revenue earned based on acceptance of the
services and the costs incurred in a given accounting period.

     Other services are usually 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, when generated, 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. If collectibility is not
considered probable, revenue is recognized when the fee is collected.

     Software maintenance and support revenues, when generated, 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 2002 and the first six
months of 2003, costs related to development were included in research and
development costs. No costs were capitalized in 2002 or the first six months of
2003. Other research and development expenditures relate to efforts to evaluate
possible 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, 2003, 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, if we 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.

                                       14

<PAGE>

     Current Update

     Since June 30, 2003, we have received funds of $261,250 (net of a 5%
funding fee paid to each investor for a total investment of $275,000),
representing additional tranches of funds advanced under our convertible secured
promissory notes (see Note 3 to our consolidated condensed financial statements
and "Liquidity and Capital Resources"). However, the proceeds we received from
these transactions are not sufficient to support our current operations. As of
August 13, 2003, we had cash of $44,215 and $213,883 in outstanding accounts
receivables. As of such time, we also had approximately $2,069,579 in cash
obligations, which includes accounts payable, our convertible secured promissory
notes and other contractual cash obligations. We will use existing capital to
deliver on existing customer contracts, pursue a limited number of potential new
revenue opportunities and aggressively pursue a sale of our assets. Following
the completion of these endeavors, we will likely be forced to discontinue
operations entirely. Depending on the success and timing of these endeavors,
namely, the amount of revenue received from existing and new projects and the
cash proceeds received from a sale of our assets, we may be forced to default on
our convertible secured promissory note obligations.

     Results of Operations

     Revenues grew significantly in the second quarter of 2003. We experienced
greater than 70% revenue growth over the first quarter of this year and the
first six months of 2003 saw revenue grow greater than 180% over the same period
last year. Despite the rapid growth in sales, our revenue was still not
sufficient to cover all of our operating costs. As a result, we experienced a
significant net loss for the quarter. The quarter was extremely tough for us in
other areas as well, as we experienced major setbacks on a variety of fronts,
including a significant delay in the awarding of additional major contracts and
an inability to raise the additional capital needed to support operations. These
factors, which are discussed in detail below, clearly had a material adverse
impact on us.

     As disclosed in our Form 10-QSB for the first quarter of 2003, in early May
we were notified by two customers that they were experiencing significant delays
in the funding of key projects that we had been working on with them for some
time, and that in all likelihood those projects would not be started until the
beginning of 2004, if at all. In conjunction with a major project that was
awarded and announced in February 2003, these projects were expected to
constitute the majority of our revenue for 2003 and were the foundation for our
revenue target for 2003.

     As we learned of the postponement in the award of the contracts mentioned
above, it also became clear to us that our efforts to raise additional capital,
which began over ten months earlier, were not achieving the results necessary to
sustain ongoing operations. Shortly after we raised a round of financing in the
spring of 2002 we began discussions with a number of potential investors and
advisors regarding our need to raise additional capital. Based on indications
from a number of our strategic partners that they were expecting to see the
software migration market improve as a result of some of their activities, we
were hopeful that we might be able to raise capital on more attractive terms
from larger institutional investors. Unfortunately, the capital markets were
reluctant to fund early stage technology companies, and it eventually became
obvious to us that institutional funding for a situation such as ours was
unlikely.

     By late summer 2002, it also became apparent that the marketing efforts of
our strategic partners were only somewhat successful as the migration market
showed no major improvement. Market and customer interactions indicated that
companies continued to delay the commitment of funds to major migration efforts
until the beginning of 2003. Towards the end of last year we started to
experience an increase in the number of qualified opportunities and paid
assessments, which appeared to support the belief that spending would increase
in early 2003. As a result, we made plans to increase our service capability to
meet anticipated demand. This required additional capital. Throughout the late
fall of 2002 we had been in discussions with Ironhead, the provider of our then
current equity line of credit. Knowing that the equity line was due to expire at
the end of February 2003 and that the process for securing an equity line with a
different provider can take upwards of six months, we sought to extend it.
Despite exhaustive efforts on our part, we were notified by Ironhead that as a
result of new operating constraints they would be unable to accommodate us with
the extension.

     In December 2002 and January 2003, we were able to raise a limited amount
of additional funds through a private placement as we continued to try to secure
a significant amount of capital. Throughout the spring of 2003 we attempted to
raise additional capital through every possible source at our disposal. In early
May 2003, it became clear that the financing we needed to continue operations
would not be available.

     As a result of these events, we experienced a liquidity crisis. On May 15,
2003 we issued a press release that recapped the key financial information we
had disclosed in March 2003 (with the filing of our Form 10-KSB), in April 2003
(with the filing of a Form SB-2) and in early May 2003 (with the filing of our
first quarter's Form 10-QSB). Additionally, the

                                       15

<PAGE>

press release of May 15, 2003 informed the market of our efforts to raise
additional capital over the previous quarters, disclosed a significant internal
restructuring to reduce our fixed costs and announced that we would pursue
strategic options, including a sale or merger of the company, provided we could
raise enough funds to do so.

     In addition to the restructuring, which resulted in the reduction of our
employee and executive base by over 50%, the need to cut costs forced us to halt
our efforts with a number of vendors who were marketing our products or
increasing our capital market exposure. Needless to say, these reductions, while
necessary, dramatically decreased our ability to maintain our market presence
and to continue to pursue a broad range of opportunities.

     In late May and early June 2003, efforts to raise additional funding to
allow us to pursue strategic options succeeded to a large extent. On June 3,
2003 we announced the closing of the first tranche of financing and notified the
market that we sought to raise between $1.5 million and $2.0 million in
convertible secured debt (as more fully described in Note 3 to our consolidated
condensed financial statements and "Liquidity and Capital Resources"). While
those efforts initially got off to a solid start, in the end we were unable to
raise the full $1.5 million to $2.0 million we sought, and in July 2003 we
announced that we closed that round of financing with $1.22 million committed.
Our inability to raise the full amount we sought has forced us to adjust our
plans again and modify our pursuit of strategic options.

     While clearly overshadowed by the challenges that we have experienced
during this quarter, there were a number of positive developments as well. We
continued to deliver well on the contract for the Fortune 500 company that we
announced on March 3, 2003, such that we are now ahead of schedule. We completed
the first two phases of the migration for the Wall Street firm that we announced
on April 22, 2003. On June 16, 2003 we announced the first license of our
technology in Japan to NTT Comware Corporation. This was the first tangible
success from efforts that had begun a number of months earlier and reflects
increased Asian interest in the Linux operating system. More recently, we
announced our agreement with Toshiba IT-Solutions, pursuant to which Toshiba
will license our 32Direct Unix to Linux product. MigraTEC was also recognized by
a leading software development publication, SD Times, for being a top software
leader and innovator. We were recognized on the SD Times 100, in the tools and
environments category, along with Microsoft and a handful of other prominent
software companies. While we would obviously prefer for market conditions and
company performance to be dramatically better, we are proud of this recognition.
A few weeks ago, we were also recognized by the Dallas Business Journal as the
9th fastest growing public company in the DFW Metroplex in terms of revenue.

     Our marketplace interactions with customers, partners and vendors during
the past quarter continued to affirm our previously stated belief that
fundamental market trends support our overall business strategy, we continue to
hear that:

     -   Reducing total cost of ownership ("TCO") is imperative for the
         corporate IT world.

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

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

     -   The process for migrating these applications must be manageable,
         predictable and cost effective.

That having been said, the realities of current market conditions, the
extraordinarily tough capital markets for emerging technology companies, and the
tremendous costs of being a very small public company (which have actually
increased significantly since the enactment of the Sarbanes-Oxley Act of 2002)
have convinced us that continuing as an independent company would result in less
value than a sale to a strategic buyer. Accordingly, we are aggressively
pursuing a sale of our assets and are in active discussions with potential
buyers.

     Efforts to find an appropriate buyer of our assets have been underway since
we first announced our intent to do so in May 2003. While we have identified a
number of parties that have an interest in some or all of our assets, we believe
that the nature of the software merger and acquisition market closely mirrors
the capital market challenges for the same segment and is therefore quite
challenging. Our need to bring these efforts to closure quickly is especially
acute given the reduced amount of capital we were able to raise.

                                       16

<PAGE>

Three Months Ended June 30, 2003 Compared To Three Months Ended June 30, 2002

     Revenues

     During the quarter ended June 30, 2003, our revenues consisted of services
and software license revenues. Revenues in the second quarter of 2003 increased
to $300,950, as compared to $168,821 for the second quarter of 2002. Revenues in
the second quarter of 2003 consisted of $200,950 and $100,000 from services and
software licenses, respectively. The bulk of services revenue in the second
quarter of 2003 resulted from one major contract. Software license revenues
resulted from the sale of a license to a single customer.

     Costs And Expenses

     Our total costs and expenses decreased 7% to $1,486,097 during the second
quarter of 2003, as compared to $1,591,159 for the second quarter of 2002.

     The majority of our costs and expenses are related to personnel costs. Our
operating expenses were lower in the second quarter of 2003 as compared to the
second quarter of 2002 because of the significant reduction of staff in May
2003.

     Costs of revenues during the second quarter of 2003 were $276,231, as
compared to $146,965 for the second quarter of 2002. This was a reflection of
our increase in service revenue in the second quarter of 2003. The majority of
these costs are associated with one project. We anticipate that the gross margin
for this project will be lowest in the second quarter of 2003 and will increase
significantly in later periods.

     Selling and marketing expenses increased 35% to $393,598 during the second
quarter of 2003, as compared to $291,034 for the second quarter of 2002. This
increase was due primarily to expansion of our sales force in early 2003 as well
as an increased investment in trade show activities to generate additional
demand and strengthen strategic relationships.

     Research and development expenses decreased 31% to $251,191 during the
second quarter of 2003, as compared to $364,418 for the second quarter of 2002.
This decrease was due to the reduction in staff in May 2003 and the refocusing
of research and development staff to sales and marketing efforts.

     General and administrative expenses decreased 28% to $565,077 during the
second quarter of 2003, as compared to $788,742 for the second quarter of 2002.
This decrease was due primarily to a decrease in amortization expense described
in the following paragraph.

     In 2000, we 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
amortized as compensation expense over the respective vesting periods. The
amount amortized as compensation expense in the second quarter of 2003 and 2002
was $0 and $170,938, respectively. Amortization expense decreased because
deferred stock compensation became fully amortized during the first quarter of
2003. This compensation expense was allocated $160,938 and $10,000 to general
and administrative costs and research and development costs, respectively, in
the second quarter of 2002.

     Interest and Financing Expense

     Our interest and financing expense increased to $920,619 during the second
quarter of 2003, as compared to $2,380 for the second quarter of 2002. In June
2003, we recorded $820,000 of financing expense in accordance with Emerging
Issues Task Force Issue No. 00-27 "Application of EITF Issue No. 98-5,
`Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios,' to certain Convertible Instruments."
The expense recorded relates to the convertible secured promissory notes and
related warrants (See Note 3 to our consolidated condensed financial statements
and "Liquidity and Capital Resources") issued with a conversion price below the
market price of our common stock at the date of issuance. Additionally, we
incurred financing expense of $41,000 and $35,316 for the issuance of
convertible secured promissory notes and for the re-pricing of certain warrants,
respectively.

     Other Income

     Other income in the second quarter of 2003 decreased to $11, as compared to
$10,763 in the second quarter of 2002 as a result of smaller balances of cash
available to invest in interest bearing accounts.

                                       17

<PAGE>

     Provision For Income Taxes

     As a result of operating losses for 2003 and 2002, we did not incur a
federal income tax obligation for the quarters ended June 30, 2003 and 2002. No
tax benefit was recorded during the second quarters of 2003 and 2002 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 2023.

     Net Loss

     For the quarter ended June 30, 2003, we incurred a net loss of $2,105,755,
or $0.01 per share, as compared to a net loss of $1,413,955, or $0.01 per share,
for the quarter ended June 30, 2002.

Six Months Ended June 30, 2003 Compared To Six Months Ended June 30, 2002

     Revenues

     During the six months ended June 30, 2003, our revenues consisted of
services and software license revenues. Revenues in 2003 increased to $477,332,
as compared to $168,821 for 2002. Revenues in the first six months of 2003
consisted of $362,298 and $115,034 from services and software licenses,
respectively. Services revenue in the first six months of 2003 resulted
primarily from one contract. Software license revenues resulted primarily from
the sale of licenses in 2003 to two customers.

     Costs And Expenses

     While our total costs and expenses remained relatively level during the
first six months of 2003, as compared to 2002, certain expenses increased as
described below.

     Costs of revenues during the first six months of 2003 were $410,692, as
compared to $146,965 for the first six months of 2002. This was a reflection of
our increase in service revenue in the first six months of 2003. The majority of
these costs are associated with one project. We anticipate that the gross margin
for this project will be lowest in the second quarter of 2003 and will increase
significantly in later periods.

     Selling and marketing expenses increased 32% to $891,296 during the first
six months of 2003, as compared to $675,438 for the first six months of 2002.
This increase was due primarily to expansion of our sales force in early 2003,
as well as increased investment in trade show activities to generate additional
demand and strengthen strategic relationships.

     Research and development expenses decreased 19% to $584,055 during the
first six months of 2003, as compared to $718,372 for the first six months of
2002. This decrease was due primarily to the reduction in staff in May 2003.

     General and administrative expenses decreased 23% to $1,241,397 during the
first six months of 2003, as compared to $1,620,384 for the first six months of
2002. This decrease was due primarily to a decrease in amortization expense
described in the following paragraph.

     In 2000, we 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
amortized as compensation expense over the respective vesting periods. The
amount amortized as compensation expense in the first six months of 2003 and
2002 was $85,313 and $341,875, respectively. Amortization expense decreased
because deferred stock compensation became fully amortized during the first
quarter of 2003. This compensation expense was allocated $321,875 and $20,000 to
general and administrative costs and research and development costs,
respectively, in the first six months of 2002 and $78,646 and $6,667 to general
and administration costs and research and development costs, respectively, in
the first quarter of 2003.

     Interest and Financing Expense

     Our interest and financing expense increased to $921,630 during the first
six months of 2003, as compared to $6,414 for the first six months of 2002. In
June 2003, we recorded $820,000 of financing expense in accordance with Emerging

                                       18

<PAGE>

Issues Task Force Issue No. 00-27 "Application of EITF Issue No. 98-5,
'Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios,' to certain Convertible Instruments."
The expense recorded relates to the convertible secured promissory notes and
related warrants (See Note 3 to our consolidated condensed financial statements
and "Liquidity and Capital Resources") issued with a conversion price below the
market price of our common stock at the date of issuance. Additionally, we
incurred financing expense of $41,000 and $35,316 for the issuance of
convertible secured promissory notes and for the re-pricing of certain warrants,
respectively.

     Other Income

     Other income in the first six months of 2003 decreased to $1,128, as
compared to $13,268 in the first six months of 2002 as a result of smaller
balances of cash available to invest in interest bearing accounts.

     Provision For Income Taxes

     As a result of operating losses for 2003 and 2002, we did not incur a
federal income tax obligation for the quarters ended June 30, 2003 and 2002. No
tax benefit was recorded during the first six months of 2003 and 2002 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 2023.

     Net Loss

     For the six months ended June 30, 2003, we incurred a net loss of
$3,570,610 or $0.02 per share, as compared to a net loss of $2,985,484 or $0.02
per share, for the six months ended June 30, 2002.

     Capital Raised

     During the first six months of 2003, we issued 1,350,000 shares of
unregistered common stock in connection with completed private placements
yielding net proceeds of $216,000 with a weighted average price per share of
$0.16. We obtained a loan in April 2003, which was repaid in May 2003, in the
principal amount of $125,000, secured by all our assets, received an advance of
$125,000 from one of our directors and received funds of $779,000 (net of a 5%
funding fee paid to each investor for a total investment of $820,000) from the
issuance of convertible secured promissory notes. We also issued
non-transferable warrants to purchase an aggregate of 7,000,000 shares of common
stock at $0.35 per share for consideration of $66,400 (net of issuance
expenses). On May 29, 2003, the exercise price for these warrants was reduced to
$0.065 per share. These warrants expire December 31, 2003 but may be extended to
December 31, 2004 at the election of the holders upon payment of fees, which
aggregate an additional $156,800.

     Potential Dilution

     The following chart demonstrates the potential dilution of our issued and
outstanding common stock as of June 30, 2003.

<TABLE>
<CAPTION>
                                                                                     Weighted average exercise
                                                                                          price per share
                                                                                     -------------------------
<S>                                                                 <C>              <C>
Common stock outstanding                                            162,357,550
Shares issuable if convertible secured promissory notes are
converted in full                                                    32,800,000             $0.0250
Warrants                                                              9,685,143             $0.1046
Stock Options:
        Non-Affiliates                                                   50,000             $0.3800
        Directors, Officers and Employees                            25,668,053             $0.3181
                                                                    -----------
                                                                    230,560,746
                                                                    ===========
</TABLE>

     Further dilution may result from the exercise of stock options pursuant to
additional stock option grants under the MigraTEC, Inc. Long-Term Incentive
Plan. As of June 30, 2003, options to purchase 8,754,120 shares of common stock
remain issuable under the plan.

     In addition, subsequent to June 30, 2003, we received funds of $261,250
(net of a 5% funding fee paid to each investor for a total investment of
$275,000), representing additional tranches of funds to be advanced under the
Company's convertible secured promissory notes, and issued warrants to purchase
an aggregate of 275,000 shares of common stock in connection with the notes (see
Note 3 of our consolidated condensed financial statements and "Liquidity and
Capital

                                       19

<PAGE>

Resources"). Based upon the conversion price of the notes in effect as of June
30, 2003, an additional 11,275,000 shares may be issued and outstanding upon
conversion of such convertible secured promissory notes and exercise of the
related warrants.

     On July 14, 2003, the Chairman of the Board (William B. Patton, Jr.), Vice
Chairman of the Board (W. Curtis Overstreet), President and CEO (T. Ulrich
Brechbuhl) and one employee entered into agreements with the Company to cancel
all stock options granted to them by the Company. These cancellations decreased
the potential dilution of the issued and outstanding common stock from
directors, officers and employees stock options and increased the number of
shares issuable upon the exercise of options available for grant under our
Long-Term Incentive Plan by an aggregate of 10,625,000 shares of common stock.

     Liquidity and Capital Resources

     For the first six months of 2003, the net cash used in operating activities
of $1,950,970 resulted from our net loss of $3,570,610, which included non-cash
charges for depreciation and amortization of $43,657, charges for deferred stock
compensation of $85,313, charges for warrants issued for financing fees of
$42,817 and a charge for financing expense of $820,000 associated with the
beneficial conversion feature of our convertible debt. 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.

     As of June 30, 2003, we had cash of $142,669 and $102,750 in outstanding
accounts receivable, compared to cash of $881,035 and $92,500 in outstanding
accounts receivable at December 31, 2002. Our cash decreased significantly as a
result of our net loss of $3,570,610 for the six months ended June 30, 2003. The
net cash used as a result of our net loss was not significantly offset by equity
or debt transactions.

     As of June 30, 2003, 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                           After 3
Contractual Obligations                     Total           1 year          1-3 years          years
-----------------------                     -----           ------          ---------          -----
<S>                                      <C>              <C>              <C>              <C>
Short -Term Debt                         $  949,128       $  949,128       $       --       $       --
Capital Lease Obligations                    16,786            3,643           12,402              741
Operating Leases                            149,760          149,760               --               --
                                         ----------       ----------       ----------       ----------
Total Contractual Cash Obligations       $1,115,674       $1,102,531       $   12,402       $      741
                                         ==========       ==========       ==========       ==========
</TABLE>

         During the six months ended June 30, 2003, we had net cash provided by
financing activities of $1,220,406 consisting of $216,000 in connection with the
issuance of common stock, $66,400 in connection with the issuance of warrants to
purchase common stock, $820,000 (gross of 5% funding fee paid to each investor)
from the issuance of convertible secured promissory notes and $250,000 from the
issuance of promissory notes. The cash proceeds were offset by $131,994 expended
for the repayment of principal of a note payable and obligations under capital
leases. 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. Cash provided by financing activities decreased significantly
during the six months ended June 30, 2003 as compared to the six months ended
June 30, 2002 because we were unable to obtain comparable amounts of debt or
equity financing in 2003 as compared to 2002.

         We had substantial operating losses during the first six months of 2003
and the prior three years. For the years ended December 31, 2002, 2001 and 2000,
we incurred net losses of $5,587,243, $5,863,017 and $10,193,130, respectively.
At June 30, 2003, we had an accumulated deficit of $1,489,699.

         Beginning May 30, 2003, we entered into a note purchase agreement with
approximately 15 investors providing for investments by such investors in us, in
multiple tranches of up to an aggregate of $2,000,000, evidenced by convertible
secured promissory notes. As of June 30, 2003, we had received funds of $779,000
(net of a 5% funding fee paid to each investor). The indebtedness is secured by
all of our assets and the notes evidencing the indebtedness are convertible at
each respective investor's election into shares of our common stock at a price
equal to 50% of the volume-weighted average of the closing sale price on the OTC
Bulletin Board of our common stock for the five consecutive

                                       20

<PAGE>

trading days immediately preceding the date of conversion. The total amount of
principal and interest outstanding under each note will automatically convert
into shares of common stock, upon the earlier of either: (1) the consummation of
any merger or consolidation or other business combination involving us in which
our common stock is valued at not less than $0.10 per share, or (2) the first
trading day (after June 27, 2003) on the OTC Bulletin Board following a period
of 15 consecutive trading days during which the closing sale price per share of
our common stock has been in excess of $0.20 per share. The unpaid aggregate
principal amount of each convertible secured promissory note is generally due
one year from the date of issuance and bears interest at a rate of 15% per year
with accrued interest due and payable quarterly. In connection with the note
purchase agreement, we issued to each note holder a five-year warrant to
purchase one share of common stock at $0.01 per share for every $1.00 advanced
to us. As of June 30, 2003, we had issued warrants to purchase an aggregate of
820,000 shares of common stock pursuant to the note purchase agreement. We may
prepay the notes, in full or in part, at any time prior to maturity without
penalty or premium.

         During the first six months of 2003, we raised net proceeds of $216,000
in private equity transactions and proceeds of $66,400 (net of issuance
expenses) from the issuance of warrants for the purchase of common stock. We
obtained a loan in April 2003, which was repaid in May 2003, in the principal
amount of $125,000, secured by all our assets, received an advance of $125,000
from one of our directors and received funds of $779,000 (net of a 5% funding
fee paid to each investor) from the issuance of the convertible secured
promissory notes described above. The proceeds we received from these
transactions are not sufficient to support our current operations. As of August
13, 2003, we had cash of $44,215 and $213,883 in outstanding accounts
receivables. As of such time, we also had approximately $2,069,579 in cash
obligations, which includes accounts payable, the convertible secured promissory
notes and other contractual cash obligations. We will use existing capital to
deliver on existing customer contracts, pursue a limited number of potential new
revenue opportunities and aggressively pursue a sale of our assets. Following
completion of these endeavors, we will likely be forced to discontinue
operations entirely. Depending on the success and timing of these endeavors,
namely, the revenue received from existing and new projects and the cash
proceeds received from a sale of our assets, we may be forced to default on our
convertible secured promissory note obligations. In such circumstances, the note
holders will be entitled to foreclose their lien on our assets and pursue
remedies available to them under the security agreement and applicable law. In
addition, it is possible that the investors who invested in the convertible
secured promissory notes and related warrants may allege that the private
offering and sale of these securities to them should be integrated with certain
selling security holders' offering and sale of common stock to the public under
our registration statement on Form SB-2 (file no. 333-104797) and that as a
result the offering and sale of securities to the investors was not made in
accordance with the requirements of Section 5 of the Securities Act of 1933. We
may have a contingent liability arising out of our possible violation of Section
5 of the Securities Act (see Note 6 to our consolidated condensed financial
statements). Although we cannot estimate the possible loss or range of loss
associated with such contingent liability, if a court were to hold that (1) a
private placement exemption is not available for the sale of the convertible
secured promissory notes and warrants to the investors, and (2) the investors
are entitled to rescission rights, we could be forced to return the funds loaned
to us pursuant to the note purchase agreement to the claiming investors.

         Off-Balance Sheet arrangements

         We do not have any off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

         We have evaluated, under the supervision and with the participation of
management, including our Chief Executive and Chief Financial Officer, the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act,
as of the end of the period covered by this report. Based upon that evaluation,
our Chief Executive and Chief Financial Officer concluded that, as of the end of
the period covered by this report, our disclosure controls and procedures are
effective in timely providing him with material information relating to us
(including our consolidated subsidiary) required to be included in our Exchange
Act filings.

Changes in Internal Controls

         There have been no significant changes in our internal controls or in
other factors, which could significantly affect internal controls subsequent to
the date we carried out our most recent evaluation.

                                       21

<PAGE>

PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

During the three months ended June 30, 2003, we sold our unregistered securities
in the transactions described below.

         Between May 30 and June 30, 2003, pursuant to a note purchase
agreement, we issued convertible secured promissory notes in the aggregate
principal amount of $820,000 to approximately 9 individuals, one limited
partnership and one corporation. The notes provide for advances in multiple
tranches and are convertible into shares of our common stock at a price equal to
50% of the volume-weighted average of the closing sale price on the OTC Bulletin
Board of our common stock for the five consecutive trading days immediately
preceding the date of conversion. As consideration for entering into the note
purchase agreement, we issued to each note holder a five-year warrant to
purchase one share of common stock for every $1.00 advanced to us at $0.01 per
share, which aggregated 820,000 shares as of June 30, 2003. Each of the
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 in Rule 506 thereunder.

         On June 1, 2003, we issued a two-year warrant to purchase 150,000
shares of common stock at $0.01 per share to one individual for services
rendered to us. 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.

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, 2003.

                                  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         Certificate of Amendment to MigraTEC's Certificate of Incorporation (incorporated herein by reference to Exhibit 3.2
              of MigraTEC's Form 10-QSB for the quarter ended September 30, 2002 filed November 14, 2002, File No. 000-28220).

  3.3         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).
</TABLE>

                                       22

<PAGE>

<TABLE>
<S>           <C>
 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 (incorporated herein by reference to Exhibit 10.8 to
              MigraTEC's Form 10-QSB for the quarter ended June 30, 2002 filed August 14, 2002, File No. 000-28220).

 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 10.11 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).
</TABLE>

                                       23

<PAGE>

<TABLE>
<S>           <C>
10.17         Form of Director Indemnification Agreement between MigraTEC, Inc. and each of its directors (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         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).

10.25         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).

10.26         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).

10.27         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).

10.28         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).

10.29         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).

10.30         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).
</TABLE>

                                       24

<PAGE>

<TABLE>
<S>           <C>
10.31         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).

10.32         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).

10.33         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 (incorporated herein by reference to Exhibit 10.35 to MigraTEC's Form
              10-QSB for the quarter ended June 30, 2002 filed August 14, 2002, File No. 000-28220).

10.34         Form of Stock Purchase Warrants for an aggregate of 7,000,000 shares of common stock issued to each of Street Search,
              LLC, Street Search Partners, Raymond Nisivoccia and Albert J. Passanante, dated as of March 18, 2002 (incorporated
              herein by reference to Exhibit 10.34 to MigraTEC's Form 10-KSB for the year ended December 31, 2002 filed March 31,
              2003, File No. 000-28220).

10.35         $125,000 Promissory Note by MigraTEC, Inc. to Thomas A. Montgomery dated as of April 14, 2003 (incorporated herein by
              reference to Exhibit 10.35 to MigraTEC's post-effective amendment no. 3 to registration statement on Form SB-2 filed
              April 29, 2003, File No. 333-57830).

10.36         Security Agreement between MigraTEC, Inc. and Thomas A. Montgomery dated as of April 14, 2003 (incorporated herein by
              reference to Exhibit 10.36 to MigraTEC's post-effective amendment no. 3 to registration statement on Form SB-2 filed
              April 29, 2003, File No. 333-57830).

10.37         Note Purchase Agreement, dated as of May 30, 2003, by and among MigraTEC, Inc. and the investors named therein
              (incorporated herein by reference to Exhibit 10.37 to MigraTEC's amendment no. 2 to registration statement on Form
              SB-2 filed June 4, 2003, File No. 333-104797).

10.38         Form of Convertible Secured Promissory Note by MigraTEC, Inc. to various investors (incorporated herein by reference
              to Exhibit 10.38 to MigraTEC's amendment no. 2 to registration statement on Form SB-2 filed June 4, 2003, File No.
              333-104797).

10.39         Form of Common Stock Purchase Warrant issued to various investors in connection with that certain Note Purchase
              Agreement, dated as of May 30, 2003, by and among MigraTEC, Inc. and the investors named therein (incorporated herein
              by reference to Exhibit 10.39 to MigraTEC's amendment no. 2 to registration statement on Form SB-2 filed June 4, 2003,
              File No. 333-104797).

10.40         Security Agreement, dated as of May 30, 2003, by and among MigraTEC, Inc., the collateral agent named therein and the
              secured parties named therein (incorporated herein by reference to Exhibit 10.40 to MigraTEC's amendment no. 2 to
              registration statement on Form SB-2 filed June 4, 2003, File No. 333-104797).

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

31.1          Certification pursuant to Rules 13a-14(a)/15d-14(a) of the Exchange Act (filed herewith).

32.1          Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
              (to be furnished by amendment).
</TABLE>

                                       25

<PAGE>

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.

MIGRATEC, INC.

By:  /s/ T. Ulrich Brechbuhl                             Dated: August 14, 2003
     ---------------------------------
     T. Ulrich Brechbuhl
     Chief Executive Officer, President and Chief Financial Officer

                                       26

<PAGE>

                                  EXHIBIT INDEX

<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           Certificate of Amendment to MigraTEC's Certificate of Incorporation (incorporated herein by reference to Exhibit 3.2
              of MigraTEC's Form 10-QSB for the quarter ended September 30, 2002 filed November 14, 2002, File No. 000-28220).

3.3           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 (incorporated herein by reference to Exhibit 10.8 to
              MigraTEC's Form 10-QSB for the quarter ended June 30, 2002 filed August 14, 2002, File No. 000-28220).

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).
</TABLE>

<PAGE>

<TABLE>
<S>           <C>
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 10.11 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 its directors (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         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).
</TABLE>

<PAGE>

<TABLE>
<S>           <C>
10.25         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).

10.26         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).

10.27         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).

10.28         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).

10.29         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).

10.30         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).

10.31         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).

10.32         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).

10.33         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 (incorporated herein by reference to Exhibit 10.35 to MigraTEC's Form
              10-QSB for the quarter ended June 30, 2002 filed August 14, 2002, File No. 000-28220).

10.34         Form of Stock Purchase Warrants for an aggregate of 7,000,000 shares of common stock issued to each of Street Search,
              LLC, Street Search Partners, Raymond Nisivoccia and Albert J. Passanante, dated as of March 18, 2002 (incorporated
              herein by reference to Exhibit 10.34 to MigraTEC's Form 10-KSB for the year ended December 31, 2002 filed March 31,
              2003, File No. 000-28220).

10.35         $125,000 Promissory Note by MigraTEC, Inc. to Thomas A. Montgomery dated as of April 14, 2003 (incorporated herein by
              reference to Exhibit 10.35 to MigraTEC's post-effective amendment no. 3 to registration statement on Form SB-2 filed
              April 29, 2003, File No. 333-57830).

10.36         Security Agreement between MigraTEC, Inc. and Thomas A. Montgomery dated as of April 14, 2003 (incorporated herein by
              reference to Exhibit 10.36 to MigraTEC's post-effective amendment no. 3 to registration statement on Form SB-2 filed
              April 29, 2003, File No. 333-57830).

10.37         Note Purchase Agreement, dated as of May 30, 2003, by and among MigraTEC, Inc. and the investors named therein
              (incorporated herein by reference to Exhibit 10.37 to MigraTEC's amendment no. 2 to registration statement on Form
              SB-2 filed June 4, 2003, File No. 333-104797).
</TABLE>

<PAGE>

<TABLE>
<S>           <C>
10.38         Form of Convertible Secured Promissory Note by MigraTEC, Inc. to various investors (incorporated herein by reference
              to Exhibit 10.38 to MigraTEC's amendment no. 2 to registration statement on Form SB-2 filed June 4, 2003, File No.
              333-104797).

10.39         Form of Common Stock Purchase Warrant issued to various investors in connection with that certain Note Purchase
              Agreement, dated as of May 30, 2003, by and among MigraTEC, Inc. and the investors named therein (incorporated herein
              by reference to Exhibit 10.39 to MigraTEC's amendment no. 2 to registration statement on Form SB-2 filed June 4, 2003,
              File No. 333-104797).

10.40         Security Agreement, dated as of May 30, 2003, by and among MigraTEC, Inc., the collateral agent named therein and the
              secured parties named therein (incorporated herein by reference to Exhibit 10.40 to MigraTEC's amendment no. 2 to
              registration statement on Form SB-2 filed June 4, 2003, File No. 333-104797).

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

31.1          Certification pursuant to Rules 13a-14(a)/15d-14(a) of the Exchange Act (filed herewith).

32.1          Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
              (to be furnished by amendment).
</TABLE>