<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 March 31, 2002

                                       or

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

            For the Transition Period from __________ to __________

                        COMMISSION FILE NUMBER: 000-28220

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

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

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

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


        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 May 14, 2002:

               Title of Class                 Number of Shares Outstanding
               --------------                 ----------------------------
   Common Stock, $0.001 par value per share            158,954,431


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

                                      INDEX

<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----
<S>                                                                                        <C>
PART I - FINANCIAL INFORMATION

    ITEM 1.  FINANCIAL STATEMENTS                                                            1

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

             Consolidated Condensed Statements of Operations for the three months
             ended  March 31, 2002 and 2001 (unaudited)                                      2

             Consolidated Condensed Statement of Stockholders' Deficit for the three
             months ended March 31, 2002 (unaudited)                                         2

             Consolidated Condensed Statements of Cash Flows for the three months
             ended March 31, 2002 and 2001 (unaudited)                                       4

             Notes to Consolidated Condensed Financial Statements (unaudited)                5

    ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS                                             16

PART II - OTHER INFORMATION                                                                  25

    ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                        25

    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                 26
</TABLE>



                                        i

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                          MIGRATEC, INC. AND SUBSIDIARY
                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 MARCH 31, 2002      DECEMBER 31, 2001
                                                                                 --------------      -----------------
                                                                                  (UNAUDITED)
<S>                                                                              <C>                 <C>
ASSETS

CURRENT ASSETS
         Cash                                                                       $2,738,528               $649,302
         Accounts receivable                                                                --                 15,000
         Other current assets                                                           44,783                 73,206
                                                                                  ------------           ------------
                Total current assets                                                 2,783,311                737,508

PROPERTY AND EQUIPMENT, NET                                                            135,183                145,381

OTHER ASSETS                                                                             7,888                  8,221
                                                                                  ------------           ------------

                Total Assets                                                        $2,926,382               $891,110
                                                                                  ============           ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
         Current portion of long-term debt and notes payable                           $54,686               $118,763
         Accounts payable                                                              236,238                305,663
         Accrued expenses                                                              349,180                157,388
         Obligation under capital lease                                                  1,723                  1,744
                                                                                         -----                  -----
                Total current liabilities                                              641,827                583,558

LONG-TERM LIABILITIES
         Long-term portion of notes payable                                          2,506,929              2,509,639
         Long-term portion of obligation under capital lease                            10,764                  2,459
                                                                                  ------------           ------------
                Total long-term liabilities                                          2,517,693              2,512,098
                                                                                  ------------           ------------
                Total Liabilities                                                    3,159,520              3,095,656

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

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
         Preferred stock 50,000,000 shares authorized; $0.001 par
              value; none issued or outstanding
         Common stock $0.001 par value; 200,000,000 shares authorized;
              131,985,431 and 128,586,361 shares issued at March 31, 2002 and
              December 31, 2001, respectively; 131,985,431 and 118,721,912
              shares outstanding at March 31, 2002 and December 31, 2001,
              respectively.                                                            131,985                128,586
         Additional paid-in capital                                                 29,502,617             27,911,907
         Deferred stock compensation                                                 (598,125)              (769,062)
         Treasury stock, at cost (9,864,449 shares in 2001)                                 --            (1,777,891)
         Accumulated deficit                                                      (29,265,863)           (27,694,334)
                                                                                  ------------           ------------
                                                                                     (229,386)            (2,200,794)
                                                                                  ------------           ------------
                Total stockholders' deficit                                         $2,926,382               $891,110
                                                                                  ============           ============
                Total Liabilities and Stockholders' Deficit

</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 MARCH 31,
                                                   ---------------------------------
                                                        2002                2001
                                                   -------------       -------------
<S>                                                <C>                 <C>
REVENUES

    Consulting services                             $         --        $     93,333
    Software maintenance fees                                 --                 650
                                                   -------------       -------------
          Total Revenues                                      --              93,983

COSTS AND EXPENSES
    Selling and marketing                                483,091             456,235
    Research and development                             255,267             531,097
    General and administrative                           831,642             906,279
                                                   -------------       -------------
          Total costs and expenses                     1,570,000           1,893,611

LOSS FROM OPERATIONS                                  (1,570,000)         (1,799,628)
    Other income (expense)
        Interest and financing expense                    (4,034)            (71,898)
        Other income, net                                  2,505                 585
                                                   -------------       -------------
          Total other income (expense)                    (1,529)            (71,313)
                                                   -------------       -------------

          Net loss                                 $  (1,571,529)      $  (1,870,941)
                                                   =============       =============

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

WEIGHTED AVERAGE COMMON SHARES
     ISSUED AND OUTSTANDING (BASIC AND
     DILUTED)                                        121,566,761          88,311,958
                                                   =============       =============
</TABLE>

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


                                       2
<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
            CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                        Three Months Ended March 31, 2002

<TABLE>
<CAPTION>
                                                                 DEFERRED
                          COMMON       COMMON      ADDITIONAL     STOCK        TREASURY     TREASURY      ACCUMU-
                          STOCK        STOCK        PAID-IN      COMPEN-        STOCK        STOCK        LATED
                         (SHARES)      AMOUNT       CAPITAL       SATION       (SHARES)      AMOUNT       DEFICIT       TOTAL
                       ------------  ----------  ------------  ----------  ------------  ------------  ------------  ------------
<S>                    <C>           <C>         <C>           <C>         <C>           <C>           <C>           <C>
Balance at
  January 1, 2002       128,586,361  $  128,586  $ 27,911,907  $ (769,062)   (9,864,449) $ (1,777,891) $(27,694,334) $ (2,200,794)

Issuance of stock in
  connection with
   private placements
   for cash              10,354,000      10,354     2,571,546          --            --            --            --     2,581,900

Issuance of stock in
  connection with
  private equity line     2,036,519       2,036       613,464          --            --            --            --       615,500

Issuance of stock in
   connection with
    exercise of options
    and warrants            873,000         873       173,727          --            --            --            --       174,600

Deferred stock
  compensation expense           --          --            --     170,937            --            --            --       170,937

Retirement of
  treasury stock         (9,864,449)     (9,864)   (1,768,027)         --     9,864,449     1,777,891            --            --

Net loss                         --          --            --          --            --            --    (1,571,529)   (1,571,529)
                       ------------  ----------  ------------  ----------  ------------  ------------  ------------  ------------
Balance at
  March 31, 2002        131,985,431  $  131,985  $ 29,502,617  $ (598,125)           --           $--  $(29,265,863) $   (229,386)
                       ============  ==========  ============  ==========  ============  ============  ============  ============
</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>
                                                                    THREE MONTHS ENDED MARCH 31,
                                                                    ----------------------------
                                                                        2002            2001
                                                                    -----------     -----------
<S>                                                                 <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net loss                                                   $(1,571,529)    $(1,870,941)
         Adjustments to reconcile net loss to net cash (used by)
           operating activities:
              Depreciation and amortization                              22,297          29,445
              Deferred stock compensation                               170,937         205,521
              Financing fees                                                 --          40,000
              Warrants issued for financing fees                             --          18,976
              Change in assets and liabilities:
                 Decrease in accounts receivable                         15,000          15,000
                 Decrease in other current assets                        28,423          24,491
                 (Increase) decrease in other assets                        265         (20,205)
                 Increase (decrease) in accounts payable                (69,425)        125,143
                 Increase in accrued expenses                           191,792         111,048
                 (Decrease) in deferred income                               --         (48,983)
                                                                    -----------     -----------
         Net cash (used by) operating activities                     (1,212,240)     (1,370,505)

CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchases of property and equipment                             (1,213)        (63,921)
                                                                    -----------     -----------
         Net cash (used in) investing activities                         (1,213)        (63,921)

CASH FLOWS FROM FINANCING ACTIVITIES:
         Proceeds from notes payable                                         --         250,000
         Proceeds from issuance of common stock                       3,372,000       1,008,319
         Payments under obligation of capital lease                      (2,534)           (246)
         Repayment of notes payable                                     (66,787)         (3,022)
                                                                    -----------     -----------
         Net cash provided by financing activities                    3,302,679       1,255,051
                                                                    -----------     -----------
         Net increase (decrease) in cash                              2,089,226        (179,375)

Cash - beginning                                                        649,302         242,254
                                                                    -----------     -----------
Cash - ending                                                       $ 2,738,528     $    62,879
                                                                    ===========     ===========

SUPPLEMENTAL DISCLOSURES:
         Interest paid                                              $     4,436     $     9,607
                                                                    ===========     ===========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
  FINANCING ACTIVITIES:
         Issuance of stock upon conversion of debt to equity                $--     $   750,000
                                                                    ===========     ===========
         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
                                 March 31, 2002
                                   (Unaudited)


NOTE 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

MigraTEC, Inc., a Delaware corporation, is a developer and provider of software
technology and expertise that automates the process of upgrading or migrating
software, enabling it to operate on increasingly advanced operating and hardware
systems.

Beginning in 1999, MigraTEC redirected its strategic focus from selling software
products aimed at Y2K solutions to developing proprietary technology designed to
automate a significant amount of the manual upgrade or migration process from
32-bit to 64-bit operating systems and associated hardware and development of
automated solutions for cross-platform migrations. The majority of MigraTEC's
efforts prior to 2002 were related to research and development activities.

MigraTEC provides migration services and consulting to customers. MigraTEC also
licenses its software solutions to "end users" for their own internal migration
projects, and to systems integrators and large service providers to perform
outsourced projects for their own customers.

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

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

PRINCIPLES OF CONSOLIDATION

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

INDUSTRY SEGMENT

The Company operates in a single industry segment, the developing and providing
of software technology that automates the process of upgrading or migrating
software.

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
                                 March 31, 2002
                                   (Unaudited)


NOTE 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

CAPITALIZED SOFTWARE

The cost of purchased software is capitalized and amortized on a straight-line
basis over the estimated useful life of three years. Amortization expense in the
first quarter of 2002 and 2001 was $68 and $7,924, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

COSTS OF SOFTWARE DEVELOPED FOR SALE

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

INCOME TAXES

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

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

REVENUE RECOGNITION

The Company's revenues consist of consulting services revenues and software
maintenance and support revenues.

Consulting services are provided under time and materials contracts and agreed
upon fee arrangements. Revenues from consulting 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. Consulting
services revenues in 2001 include revenue related to a multiple elements
agreement between the Company and Dell for which revenue is recognized pro rata
over the contract term.

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

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

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


                                       6
<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (Unaudited)


NOTE 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

CASH EQUIVALENTS

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

LOSS PER SHARE

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

The effect of stock options and warrants that aggregated 20,420,238 and
27,595,090 shares as of March 31, 2002 and 2001, respectively, would be
anti-dilutive due to the Company's losses in 2002 and 2001 and, accordingly, are
not included in the computation of diluted earnings per share for the respective
periods.

The convertible secured promissory notes discussed in Note 3 automatically
converted into 20,000,000 shares of the Company's common stock effective as of
May 14, 2002 (see Note 7).

POTENTIAL DILUTION

The following chart demonstrates the potential dilution of our issued and
outstanding common stock as of March 31, 2002.

<TABLE>
<S>                                                        <C>
Common stock issued and outstanding                        131,985,431
Warrants                                                       959,568
Stock Options:
     Non-Affiliates                                            290,000
     Directors, Officers and Employees                      19,170,670
Shares issuable - convertible secured
     promissory notes (see Note 3)                          20,000,000
                                                            ----------
                                                           172,405,669
</TABLE>

Subsequent to March 31, 2002, the Company issued an aggregate of 6,863,000
shares of unregistered common stock in connection with completed private
placements for net proceeds of $1,715,750 and issued a three-year warrant to
purchase


                                       7
<PAGE>
                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (Unaudited)

NOTE 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

124,575 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.

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 No. 123, "Accounting for Stock-Based Compensation" and Emerging Issues
Task Force Issue No. 96-18. Accordingly, the Company measures the cost of such
awards based on the fair value of the options using the Black-Scholes method
option-pricing model.

NEW ACCOUNTING STANDARDS

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

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


                                       8
<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (Unaudited)


NOTE 2. GOING CONCERN UNCERTAINTY

The Company incurred a loss of $5,863,017 and used cash in operations of
$4,952,831 for the year ended December 31, 2001. In addition, at December 31,
2001, the Company had a net stockholder's deficit of $2,200,794. The Company
incurred a loss of $1,571,529 and used cash in operations of $1,212,240 for the
first quarter of 2002. At March 31, 2002 the Company had a net stockholder's
deficit of $229,386. The Company's continued existence and plans for future
growth are dependent in part upon its ability to obtain the capital necessary to
operate, primarily through the issuance of additional debt or equity, and on its
ability to effectively penetrate the developing market for migration software,
services and related products. Management believes the Company will successfully
complete its plan to raise additional capital in 2002 and that funds will be
available to meet the Company's obligations for at least the next 12 months. If
the Company is not able to obtain additional or alternative funding, or generate
sufficient revenues and cash flows in the near term, the Company will be unable
to continue as a going concern.

In the first quarter of 2002, the Company raised net proceeds of $2,581,900 in
private equity transactions and has received $174,600 from the exercise of
options and warrants. In addition, the Company entered into a private equity
line of credit agreement on March 27, 2001, pursuant to which the Company can
draw down, under certain conditions, up to $20,000,000 over a 20-month period,
of which the Company has drawn $615,500 (net of commissions and escrow costs)
since December 31, 2001. The Company may need to raise additional capital in the
remainder of 2002 to fund expanded sales and marketing as well as development
efforts and continued operations. There can be no assurance that the Company
will successfully raise additional funds sufficient to finance its continued
operations.

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

NOTE 3. NOTES PAYABLE

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

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

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


                                       9
<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                    MARCH 31, 2002        DECEMBER 31, 2001
                                                                                    --------------        -----------------
<S>                                                                                 <C>                   <C>
NOTE 3.  NOTES PAYABLE (continued)

Notes payable to BEM Capital Partners, Inc. (assignee of MJ Capital Partners
III, L.P. as of January 2001) in the original aggregate amount of $250,000.
Modified, extended and renewed to increase the outstanding loan amount to
$250,000, bearing interest at 15% per annum, interest only payable monthly until
May 1, 2001. Thereafter payable with monthly installments of principal and
interest totaling $22,565 with a final maturity of May 1, 2002. In connection
with the January 26, 2001 modification, the note holder was issued a one-year
warrant to purchase 40,000 shares of common stock at $0.01 per share.
This warrant was exercised in March 2001.                                             $     44,364         $     108,777


Note payable to a former employee in the amount of $68,250, dated March 3, 1998,
bearing interest at 14%, payable in monthly installments of $1,000, due December
10, 2003.                                                                                   17,251                19,625
                                                                                      ------------        --------------

Total outstanding                                                                        2,561,615             2,628,402

Less current portion                                                                      (54,686)             (118,763)
                                                                                      ------------        --------------
                                                                                      $  2,506,929        $    2,509,639
Long-term portion                                                                     ============        ==============
</TABLE>

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

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

Pursuant to the Agreement, the Company issued to the Investors warrants to
purchase up to an aggregate of 6,000,000 shares of common stock. In 2001,
Mercury Fund No. 1, Ltd. and MT Partners, L.P. converted $500,000 and $750,000,
respectively, of these notes into an aggregate of 10,000,000 shares of common
stock and exercised all of their warrants to purchase an aggregate of 6,000,000
shares of common stock at an exercise price of $0.20 per share. Effective as of
May 14, 2002, the balance of the notes automatically converted into 20,000,000
shares of the Company's common stock (see Note 7).


                                       10
<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (Unaudited)


NOTE 3. NOTES PAYABLE (continued)

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

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

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

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

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

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

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

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

        8.      purchasing any capital stock of the Company;

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

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

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

Additionally, the Shareholders' Agreement restricts transfers of the Company's
common stock and provides the Investors with a right of first refusal for
private transfers of shares of the Company's common stock.


                                       11
<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (Unaudited)


NOTE 4. CAPITAL STOCK, WARRANTS AND OPTIONS

CAPITAL STRUCTURE

The Company is authorized to issue 200,000,000 shares of common stock, $0.001
par value per share, of which approximately 131,985,431 and 128,586,361 shares
were issued at March 31, 2002 and December 31, 2001, respectively; and
131,985,431 and 118,721,912 shares were outstanding at March 31, 2002 and
December 31, 2001, respectively. The Company is also authorized to issue up to
50,000,000 shares of preferred stock in one or more series with such limitations
and restrictions as may be determined in its sole discretion, none of which are
issued and outstanding.

ISSUANCES OF COMMON STOCK

Private Placements

During the first quarter of 2002, the Company raised net proceeds of $2,581,900
from private placements of 10,354,000 shares of unregistered common stock at a
weighted average price per share of $0.25. The Company issued a three-year
warrant to purchase 175,425 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.

Private Equity Line

On March 27, 2001, the Company and Ironhead Investments Inc. ("Ironhead")
entered into a Common Stock Purchase Agreement (the "Stock Purchase Agreement")
establishing a private equity line of credit. Ironhead has committed to purchase
from the Company up to a maximum of approximately 30,000,000 shares of common
stock for up to $20,000,000 over a twenty-month period. The number of shares
issuable by the Company and the price per share to be paid by Ironhead are
dependent upon a defined trading volume of the Company's common stock and a
defined average trading price (net of a 6% discount). The Company has reserved
30,000,000 shares of common stock for possible issuance under the equity line of
credit. During the first quarter of 2002, the Company issued 2,036,519 shares of
common stock under the Stock Purchase Agreement at a weighted average price per
share of $0.3192, yielding proceeds of $615,500 net of commissions and escrow
costs.

In connection with the equity line of credit, Ironhead and GKN Securities
("GKN") were issued five-year warrants to purchase an aggregate of 650,000
shares of the Company's common stock at an exercise price of $0.42 per share.
None of these warrants have been exercised as of March 31, 2002. The Company
engaged GKN as a sales agent to facilitate this transaction. GKN will also
receive a 5% placement fee for each draw under the equity line of credit.

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

Exercise Of Options And Warrants

During the first quarter of 2002, the Company issued 873,000 shares of common
stock upon exercise of options and warrants yielding proceeds of $174,600.


                                       12
<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (Unaudited)


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

STOCK OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES

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



<TABLE>
<CAPTION>
                                                           Option Price
                                                      ---------------------
                                      Number of       Weighted
      Range of Exercise Prices    Underlying Shares    Average        Total
      ------------------------    -----------------    -------        -----
<S>                               <C>                 <C>          <C>
     Granted at market value
        Director
          $0.33                       1,000,000       $  0.33      $ 330,000
        Employees
          $0.34                       2,220,000       $  0.34      $ 754,800
</TABLE>


In 2000, the Company recorded deferred stock compensation of $2,975,000 for the
difference between the exercise price and the market value of the Company's
common stock underlying certain options granted. This amount is being amortized
over the vesting period of the individual options, which vesting periods vary
from immediate to three years. During 2001, as a result of individuals no longer
being employed by the Company, deferred stock compensation in the aggregate
amount of $330,000 was forfeited. The amount forfeited is reflected as reduction
of deferred stock compensation and additional paid-in capital. Stock
compensation expense charged to operations was $170,937 and $205,521 for the
first quarter of 2002 and 2001, respectively.

TOTAL OPTIONS AND WARRANTS OUTSTANDING

At March 31, 2002, the Company had options and warrants outstanding for the
purchase of shares of common stock as follows:

<TABLE>
<S>                                                       <C>
      Warrants                                                 959,568
      Stock Options:
        Non-Affiliates                                         290,000
        Directors, Officers and Employees                   19,170,670
                                                          ------------
      Total                                                 20,420,238
                                                          ============
</TABLE>

All of the warrants and non-affiliates stock options are vested and exercisable
as of March 31,2002.

NOTE 5. RELATED PARTY TRANSACTIONS

Mr. Kevin Howe, the Company's Chairman through January 2002, and Mr. Drew
Johnson joined the Company's Board of Directors in January 2000 as
representatives of Mercury Fund No. 1, Ltd. and MT Partners, L.P., respectively,
in connection with the initial tranche of funding of a three-stage $3,750,000
investment in the Company, completed May 1, 2000. Mr. Howe resigned from the
Board on May 1, 2002. The notes related to the funding are convertible at any
time, at the election of Mercury and MT Partners, on the basis of one share of
common stock for each $0.125 in principal amount of the notes outstanding at the
time of conversion. The notes do not accrue interest. In connection with the
notes, Mercury and MT Partners were issued warrants to purchase 2,839,800 and
3,160,200 shares of common stock, respectively, at an exercise price of $0.20
per share. As of March 31, 2002, Mercury converted $500,000 of its convertible
promissory note into 4,000,000 shares of common stock, exercised warrants to
purchase 2,839,800 shares of common stock and sold 1,625,000 shares of common
stock. As of March 31, 2002, MT Partners converted $750,000 of its convertible
promissory note into 6,000,000 shares of common stock, exercised warrants to
purchase 3,160,200 shares of common stock and sold 4,921,500 shares of common
stock. As a result of this investment, at March 31, 2002,


                                       13
<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (Unaudited)


NOTE 5. RELATED PARTY TRANSACTIONS (continued)

Mercury and MT Partners each held convertible promissory notes convertible into
an aggregate of up to 10,200,000 and 9,800,000 shares of the Company's common
stock, respectively. Effective as of May 14, 2002, the balance of the
convertible promissory notes automatically converted into 20,000,000 shares of
the Company's common stock (see Note 7).

In December 2000, Mercury loaned the Company $565,000 with an interest rate that
varied between 0% and 10%. The principal of this note was repaid on June 22,
2001 upon Mercury's exercise of warrants, originally obtained with the issuance
of the convertible secured promissory notes, to purchase 2,839,800 shares of
common stock as the exercise price consisted of conversion of this note plus
cash in the amount of $2,960. Accrued interest of $14,419 due to Mercury under
this note was renewed as a new note with an interest rate of 4- 1/2% maturing
December 22, 2001. This note and related accrued interest were repaid in
December 2001.

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

NOTE 6. COMMITMENTS AND CONTINGENCIES

On April 12, 2000, the Company executed a non-cancelable operating lease for its
office facility for a term of 39 months beginning May 1, 2000. This lease was
modified on November 16, 2000 to increase leased space and extend the term of
the lease through February 2004. The modified lease provides for a monthly base
rent of $18,720. At the end of the lease term, the Company has the right to
renew the lease for an additional 60 months at the then prevailing rental rates.
The following is a summary of future base rents as of March 31, 2002.

<TABLE>
<CAPTION>
                     Year ending March 31,           Amount
                     ---------------------           ------
<S>                                               <C>
                             2003                  $224,640
                             2004                   205,920
                                                  ---------
                                                   $430,560
                                                  =========
</TABLE>

On February 20, 2002, the Company executed a non-cancelable capital lease for
office equipment for a term of 60 months. The following is a summary of future
minimum lease payments together with the present value of the net minimum lease
payments as of March 31, 2002.

<TABLE>
<CAPTION>
           Year ending March 31,                        Amount
           ---------------------                        ------
<S>                                                    <C>
                   2003                                 $3,246
                   2004                                  3,541
                   2005                                  3,541
                   2006                                  3,541
                   2007                                  3,542
                                                       -------
                   Total minimum lease payments         17,411

                   Less: Amount representing
                       interest                        (4,924)
                                                       -------

                   Present value of net minimum
                      lease payments                   $12,487
                                                       =======
</TABLE>


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


                                       14
<PAGE>

                          MIGRATEC, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (Unaudited)


NOTE 6. COMMITMENTS AND CONTINGENCIES (continued)

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

Subsequent to March 31, 2002, the Company issued 106,000 shares of common stock
upon exercise of options and warrants, yielding proceeds of $21,200; completed
private placements of 6,863,000 shares of unregistered common stock with a
weighted average price per share of $0.25 yielding net proceeds of $1,715,750
and issued a three-year warrant to purchase 124,575 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 $2,500,000 convertible secured promissory notes discussed in Note 3
automatically converted by their terms into 20,000,000 shares of the Company's
common stock effective as of May 14, 2002.

The notes payable to BEM Capital Partners, Inc. discussed in Note 3 were paid in
full in May, 2002.



                                       15

<PAGE>

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

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

A Note About Forward-Looking Statements

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

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

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

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

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

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

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

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

     -    we may not be able to attract and 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.

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



                                       16
<PAGE>

     Revenue Recognition

     As a result of continued weakness in the market for conversions of 32-bit
software to 64-bit software the Company had no revenues in the first quarter of
2002.

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

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

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

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

     Bad Debt

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

     Costs of Software Developed for Sale

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

     Income Taxes

     We record a valuation allowance to reduce our deferred tax assets to the
amount that is more likely than not to be realized. At March 31, 2002, a full
valuation allowance has been recorded. While we have considered future taxable
income and ongoing prudent and feasible tax planning strategies in assessing the
need for the valuation allowance, in the event we were to determine that we
would be able to realize our deferred tax assets in the future in excess of our
net recorded amount, an adjustment to the deferred tax asset would increase
income in the period such determination was made.

Results of Operations

     Management believes that the net loss for the quarter ended March 31, 2002
was primarily due to the lack of market demand for our 64Express product line,
which resulted from the continued delay in the demand for the Intel Itanium
64-bit processor family of chips and associated products and services.



                                       17
<PAGE>

     After several years' of delays in production and market introduction, in
May 2001, Intel announced that the first generation of its Intel Itanium 64-bit
processor would begin shipping to original equipment manufacturers ("OEMs") by
July 2001. While according to industry reports a very small number of chips
actually did ship to OEMs, in retrospect it is very clear that these shipments
were extremely limited and that Intel, the hardware OEMs and operating system
vendors ("OSVs") spent very little capital and even less effort marketing 64-bit
products. Given the current economic downturn and the continuing slump in the
information technology market, industry reports speculate that these parties are
waiting for the introduction of McKinley, the second generation of the Intel
Itanium 64-bit processor (currently scheduled for the second half of 2002), to
actively promote the benefits of 64-bit computing and the Intel Itanium 64-bit
processor. Sales of our 64Express product line and related services will likely
remain very low until the OEMs drive the industry's interest in 64-bit computing
and purchases of Intel Itanium 64-bit processor based systems significantly
increases.

     An additional factor contributing to the delay in market demand for our
64Express products and related services was the delay in the introduction of
64-bit operating systems to run Intel Itanium 64-bit processor based systems.
Management believes that Intel's initial shipments of Itanium will go to tier
two independent software vendors ("ISVs") who will then begin the process of
making their software 64-bit compliant. These tier two vendors are generally
focused on the release of Microsoft's Windows 64-bit server operating system to
trigger their migration. Introduction of Microsoft's 64-bit operating system,
originally expected for the first half of 2002, is now slated for the last
quarter of 2002 leaving Linux as the only available major 64-bit operating
system that runs on Intel Itanium 64-bit processor based machines. Management
believes that the larger OEMs will start advertising Itanium related systems
once the Windows 64-bit operating system is available and that market demand for
our products and services will increase at that time. Despite the delays in
introduction of 64-bit systems and enabling technology, management continues to
believe that the migration of a portion of the tens of billions of lines of
eligible code to 64-bit systems represents a tremendous business opportunity. We
are therefore continuing to invest in 64-bit migration opportunities and intend
to capitalize on the anticipated demand for 64-bit migrations.

     In late 2000, as management sensed the delays in the market introduction of
Intel Itanium 64-bit processors, we sought to leverage our core technology by
adapting it to facilitate the migration of software from one 32-bit platform to
another. Our rationale for doing so was based largely on the belief that with
the introduction of the Linux operating system and the push of Windows based
technology into the enterprise computing space, open standard systems with
dramatically lower total cost of ownership ("TCO") than proprietary UNIX systems
would become very popular and there would be a large gain in market share for
such technology. The move from proprietary UNIX to lower TCO platforms requires
either purchasing new code, the use of emulation software or the migration of
the existing, proven working code. The last of these options represents the
cross-platform migration market and in early 2002 it began to show signs of
rapid growth. Our 32Direct product line targets this cross-platform market.

     During the first quarter of 2002, we formed new non-contractual,
non-exclusive relationships with technology companies including Microsoft. Our
initial relationship with Microsoft was centered on facilitating the success of
their 64-bit operating system, hence their invitation to us to accompany them on
two tours to promote their 64-bit technology. The relationship rapidly grew to
encompass the 32-bit cross-platform opportunity as well. Microsoft has publicly
stated their intent to enter the enterprise computing space and gain significant
market share in the area. In order to be successful in the endeavor Microsoft
must convince its customers that moving their software from a proprietary UNIX
system to a lower TCO Windows based system can be accomplished in a low risk,
short cycle time and economic manner. Our migration products can neatly
facilitate this. Management is extremely encouraged by the progress we have made
with Microsoft, including the execution of a Master Services Agreement with them
in May 2002 and believes that our relationship will be rewarding for us.
Management continues to identify and pursue additional relationships with other
entities that we believe are focused on benefiting from the market move to low
TCO opportunities.

     2002 will continue to be a transition year for us in many ways. First, our
primary development focus is no longer on 64Express but rather on our 32Direct
product line. Second, we will continue to maintain the current level of effort
on software development while significantly increasing our focus on business
development, sales and marketing.

     As a result of feedback received from the marketplace and our development
efforts to meet the needs of the IT industry, we currently are marketing six
products, all of which comprise our 32Direct and 64Express product lines. These
products include: 32Direct Solaris to Windows, 32Direct Solaris to Linux, 32
Direct Solaris to AIX, 64Express to Windows, 64Express to Linux and 64Express to
AIX 5L. Our 64Express products facilitate the use of the Intel Itanium 64-bit
processor and the PowerPC 64-bit processor.



                                       18
<PAGE>

     In addition, as a result of our successful proof of concept and pilot
projects to date, several OEMs have asked us to bid on migration projects within
their respective customer bases. To date these bids involve primarily
cross-platform migrations. We have been awarded one project, as previously
announced, and management expects that we will be awarded more enabling us to
generate additional revenue during 2002. We also expect that the number of such
bid opportunities and resulting assessments and projects will grow throughout
2002.

     We are also working to position our migration technology, both
cross-platform and 32-bit to 64-bit, in such a manner that the professional
service organizations, including systems integrators engaged by the corporate
world (where management believes upwards of 90% of the business code base
resides) to perform the majority of software migrations, will utilize our
automated migration products as opposed to performing such migrations manually.

Three Months Ended March 31, 2002 Compared To Three Months Ended March 31, 2001

     Revenues

     The Company's revenues consist of consulting services revenues and software
maintenance fees. Revenues in the first quarter of 2001 consisted of $93,333 and
$650 from consulting services and software maintenance fees, respectively.
Software maintenance fees resulted from 2000 sales, which were deferred to
future periods. The Company did not record any revenue in the first quarter of
2002.

     Costs And Expenses

     The Company's total costs and expenses decreased 17% to $1,570,000 during
the first quarter of 2002, as compared to $1,893,611 for the first quarter of
2001.

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

     Selling and marketing expenses increased 6% to $483,091 during the first
quarter of 2002, as compared to $456,235 for the first quarter of 2001. This
increase is a result of the Company increasing its marketing expenses to focus
on development of relationships with OEMs and ISVs.

     Research and development expenses decreased 52% to $255,267 during the
first quarter of 2002, as compared to $531,097 for the first quarter of 2001.
This decrease was the result of a reduction of the research and development
staff by ten individuals subsequent to March 31, 2001. This represented a 48%
decrease in research and development staffing levels, which was possible as some
major product development efforts were concluded.

     General and administrative expenses decreased to $831,642 during the first
quarter of 2002, as compared to $906,279 for the first quarter of 2001. This
decrease was the result of legal fees related to registration statements and
other non-litigation matters decreasing approximately $88,000 in the first
quarter of 2002 as compared to the first quarter of 2001.

     In prior periods, the Company issued options to purchase shares of common
stock to directors, officers and employees, some of which have exercise prices
less than the fair market value at the date of grant. The aggregate excess of
the fair market value as compared to the exercise price at the date of grant was
deferred and is being amortized as compensation expense over the respective
vesting periods. The amount amortized as compensation expense in the first
quarter of 2002 was $170,937, as compared to $205,521 for the first quarter of
2001. This compensation expense was allocated $160,937 and $10,000 to general
and administrative costs and research and development costs, respectively, in
the first quarter of 2002, whereas, in the first quarter of 2001, such
compensation expense was allocated $160,938, $10,000 and $34,583 to general and
administrative costs, research and development costs and selling and marketing
costs, respectively.

     Interest and Financing Expenses

     The Company's interest and financing expense decreased to $4,034 during the
first quarter of 2002, as compared to $71,898 for the first quarter of 2001.
Interest expense decreased to $4,034 during the first quarter of 2002, as
compared to $12,922 for the first quarter of 2001. In the first quarter of 2001
as compared to 2002, the Company had a greater amount of interest bearing debt
outstanding with interest rates ranging from 2% to 15%.



                                       19
<PAGE>

     Financing fees were $58,976 during the first quarter of 2001, as compared
to $0 for the first quarter of 2002. Financing fees in 2001 included $40,000
incurred in connection with options granted to EAI Partners, Inc. and $18,976
incurred in connection with warrants granted to BEM Capital Partners, Inc.

     Other Income

     Other income in the first quarter of 2002 increased to $2,505, as compared
to $585 in the first quarter of 2001. In 2002, the Company was able to invest in
short-term interest-bearing investments using funds received from the private
equity transactions and the exercise of options and warrants which occurred in
the first quarter of 2002, whereas, in the first quarter of 2001, the Company
did not have excess cash to invest.

     Provision For Income Taxes

     As a result of operating losses for 2002 and 2001, the Company did not
incur a federal income tax obligation for the first quarters ended March 31,
2002 and 2001. No tax benefit was recorded during the first quarters of 2002 and
2001 due to the uncertainty that sufficient taxable income will be generated
during the carry forward period to realize the benefit of the net deferred tax
asset. The carry forward period will expire in 2017.

     Net Loss

     For the first quarter ended March 31, 2002, the Company incurred a net loss
of $1,571,529, or $0.01 per share, as compared to a net loss of $1,870,941, or
$0.02 per share, for the first quarter ended March 31, 2001.



                                       20
<PAGE>

     Capital Raised in 2002

     During the first quarter of 2002, we raised approximately $3,372,000 from
the following sources:

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

               -      We issued 873,000 shares of common stock upon exercise of
                      previously issued options and warrants yielding proceeds
                      of $174,600 with a weighted average price per share of
                      $0.20.

               -      We issued 10,354,000 shares of unregistered common stock
                      in connection with completed private placements yielding
                      net proceeds of $2,581,900 with a weighted average price
                      per share of $0.25.

     Potential Dilution

     The following chart demonstrates the potential dilution of our issued and
outstanding common stock as of March 31, 2002.

          Common stock outstanding                            131,985,431
          Warrants                                                959,568
          Stock Options:
               Non-Affiliates                                     290,000
               Directors, Officers and Employees               19,170,670
          Shares issuable - convertible secured
               promissory notes                                20,000,000
                                                               ----------

                                                              172,405,669
                                                              ===========

     Subsequent to March 31, 2002, we issued an aggregate of 6,863,000 shares of
unregistered common stock in connection with completed private placements
yielding net proceeds of $1,715,750 and issued a three-year warrant to purchase
124,575 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.

     Liquidity and Capital Resources

     For the first quarter of 2002, the net cash used in operating activities of
$1,212,240 resulted from our net loss of $1,571,529, which included non-cash
charges for depreciation, and amortization of $22,297 and charges for deferred
stock compensation of $170,937. For the first quarter of 2001, the net cash used
in operating activities of $1,370,505 resulted from our net loss of $1,870,941,
which included non-cash charges for depreciation and amortization of $29,445 and
deferred stock compensation of $205,521.

     As of March 31, 2002, we had cash of $2,738,528 compared to cash of
$649,302 and $15,000 in outstanding accounts receivable at December 31, 2001.



                                       21
<PAGE>

     As of March 31, 2002, our contractual cash obligations and the periods in
which payments under such cash obligations are due are as follows:

<TABLE>
<CAPTION>
                                                PAYMENTS DUE BY PERIOD
                                                ----------------------
                                                                   LESS
                                                                  THAN 1                         AFTER 3
        CONTRACTUAL OBLIGATIONS                   TOTAL            YEAR          1-3 YEARS        YEARS
        -----------------------                 ----------      ----------      ----------      ----------
        <S>                                     <C>             <C>             <C>             <C>
        Long -Term Debt                         $2,561,615      $   54,686      $2,506,929      $       --
        Capital Lease Obligations                   12,487           1,723           7,481           3,283
        Operating Leases                           430,560         224,640         205,920              --
                                                ----------      ----------      ----------      ----------
        Total Contractual Cash Obligations      $3,004,662      $  281,049      $2,720,330      $    3,283
                                                ==========      ==========      ==========      ==========
</TABLE>

     Included in long-term debt are notes payable totaling $2,500,000 that
automatically converted into 20,000,000 shares of common stock effective as of
May 14, 2002 in accordance with the terms of the notes.

     As of March 31, 2002 our outstanding obligations under notes payable
totaled $2,561,615 as compared to $2,628,402 at December 31, 2001. Our
outstanding obligations under notes payable as of March 31, 2002 and December
31, 2001 are summarized below.

<TABLE>
<CAPTION>
              NOTES PAYABLE                                       MARCH 31, 2002       DECEMBER 31, 2001
              -------------                                       --------------       -----------------
<S>                                                               <C>                  <C>
Convertible secured promissory notes to
Mercury Fund No. 1, Ltd. in the amount of
$1,775,000, dated January 25, 2000, without
interest, due January 24, 2003,
collateralized by all assets owned or
thereafter acquired, subject to collateral
rights of notes dated December 4 and 28, 1998
and January 4 and 27, 1999. Such notes are
convertible at any time on the basis of one
share of common stock for each $0.125 in
principal amount of the notes outstanding at
the time of conversion. The notes
automatically convert into shares of common
stock upon the earlier of either the closing
of a sale of our common stock, preferred
stock or issuance of debt with equity
features in one or more related transactions
in which we receive aggregate proceeds of at
least $5,000,000, or the first trading day
following a period of 90 consecutive trading
days, during which the closing sale price of
our common stock has been in excess of $1.25.
In connection with these notes, Mercury was
issued warrants to purchase 2,839,800 shares
of common stock. As of March 31, 2002,
Mercury had converted $500,000 of these notes
into 4,000,000 shares of common stock and
exercised all of its warrants. Effective as
of May 14, 2002, the balance of these notes
automatically converted into 10,200,000
shares of common stock.                                           $ 1,275,000             $ 1,275,000
</TABLE>



                                       22
<PAGE>

<TABLE>
<CAPTION>
              NOTES PAYABLE                                       MARCH 31, 2002       DECEMBER 31, 2001
              -------------                                       --------------       -----------------
<S>                                                               <C>                  <C>
Convertible secured promissory notes to MT
Partners, L.P. in the amount of $1,975,000,
dated January 25, 2000, without interest, due
January 24, 2003, collateralized by all
assets owned or thereafter acquired, subject
to collateral rights of notes dated December
4 and 28, 1998 and January 4 and 27, 1999.
Such notes are convertible at any time on the
basis of one share of common stock for each
$0.125 in principal amount of the notes
outstanding at the time of conversion. The
notes automatically convert into shares of
common stock upon the earlier of either the
closing of a sale of our common stock,
preferred stock or issuance of debt with
equity features in one or more related
transactions in which we receive aggregate
proceeds of at least $5,000,000, or the first
trading day following a period of 90
consecutive trading days, during which the
closing sale price of our common stock has
been in excess of $1.25. In connection with
these notes, MT Partners was issued warrants
to purchase 3,160,200 shares of common stock.
As of March 31, 2002, MT Partners had
converted $750,000 of these notes into
6,000,000 shares of common stock and
exercised all of its warrants. Effective as
of May 14, 2002, the balance of these notes
automatically converted into 9,800,000 shares
of common stock.                                                  $ 1,225,000             $ 1,225,000

Notes payable to BEM Capital Partners, Inc.
(assignee of MJ Capital Partners III, L.P. as
of January 2001) in the original aggregate
amount of $250,000. Modified, extended and
renewed January 26, 2001, so as to increase
the outstanding loan amount to $250,000,
bearing interest at 15% per annum, interest
only payable monthly until May 1, 2001.
Thereafter payable with monthly installments
of principal and interest totaling $22,565
with a final maturity of May 1, 2002. In
connection with the January 26, 2001
modification, the note holder was issued a
one-year warrant to purchase 40,000 shares of
common stock at $0.01 per share. This warrant
was exercised in March 2001, and the notes
were repaid in full in May 2002.                                       44,364                 108,777

Note payable to a former employee in the
amount of $68,250, dated March 3, 1998,
bearing interest at 14%, payable in monthly
installments of $1,000, due December 10,
2003.                                                                  17,251                  19,625
                                                                  -----------             -----------
                                                                  $ 2,561,615             $ 2,628,402
                                                                  ===========             ===========
</TABLE>

        During the first quarter ended March 31, 2002, we had net cash provided
by financing activities of $3,302,679 consisting of $3,372,000 in connection
with the issuance of common stock. The cash proceeds were offset by $69,321
expended for the repayment of principal of notes payable and an obligation under
a capital lease. During the first quarter ended March 31, 2001, we had net cash
provided by financing activities of $1,255,051, consisting of proceeds from a
note payable in the amount of $250,000 from The Glebe Group and $1,008,319 in
connection with the issuance of common stock. The cash proceeds were offset by
$3,268 expended for the repayment of principal of notes payable and an
obligation under a capital lease.

        On March 27, 2001, we entered into a Common Stock Purchase Agreement
with Ironhead Investments Inc. establishing a private equity line of credit.
Ironhead has committed to purchase from us approximately 30,000,000 shares of
common stock for a maximum of up to $20,000,000 over a twenty-month period. The
number of shares issuable by us and the price per share to be paid by Ironhead
are dependent upon a defined trading volume of our common stock and a defined
average trading price (net of a 6% discount). We have reserved 30,000,000 shares
of common stock for possible issuance under the private equity line of credit.
During the first quarter of 2002, we raised net proceeds of $615,500 under this
arrangement through the sale of 2,036,519 shares of common stock at a weighted
average price per share of $0.3192.

        In connection with the private equity line of credit, Ironhead and GKN
Securities were issued five-year warrants to purchase an aggregate of 650,000
shares of our common stock at an exercise price of $0.42 per share. We engaged



                                       23
<PAGE>

GKN as an agent to facilitate this transaction. GKN will also receive a 5%
placement fee for each draw under the equity line of credit.

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

        We had substantial operating losses during the first quarter of 2002 and
the prior three years. For the years ended December 31, 2001, 2000 and 1999, we
incurred net losses of $5,863,017, $10,193,130 and $4,184,078, respectively. At
March 31, 2002, we had an accumulated deficit of $29,265,863.

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

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

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

        -      the successful introduction and acceptance of Intel's 64-bit
               chips, Itanium and McKinley;

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

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

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

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

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

        -      the availability of substantial additional funding; and

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

        Our continued existence and plans for future growth are dependent, in
part, upon our ability to obtain the capital necessary to operate, primarily
through the generation of revenue and supplemented through the issuance of
additional debt or equity. If we are not able to generate sufficient revenues
and cash flows in the near term or obtain additional or alternative funding, we
will be unable to continue as a going concern. In the first quarter ended March
31, 2002, we have completed private placements of 10,354,000 shares of
unregistered common stock yielding net proceeds of $2,581,900, issued 873,000
shares of common stock upon exercise of options and warrants yielding proceeds
of $174,600 and issued 2,036,519 shares of common stock in connection with the
private equity line yielding proceeds of $615,500 net of commissions and escrow
costs. As a result of these transactions, we believe that funds will be
available to meet our obligations for at least twelve months from the date of
our most recent balance sheet. Beyond that, in the event we are unable to obtain
additional capital from either profitable operations or capital sources, we may
be forced to significantly reduce or discontinue our current operations.



                                       24
<PAGE>

PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        During the first quarter ended March 31, 2002, we sold our unregistered
securities in the transactions described below.

        On March 31, 2002, we issued a three-year warrant to purchase 175,425
shares of common stock at an exercise price of $0.25 per share to one of our
directors for services rendered to the Company. We issued such securities in a
transaction not involving a public offering in reliance upon the exemption set
forth in Section 4(2) of the Securities Act.

        Between March 18, 2002 and March 31, 2002, we issued an aggregate of
10,354,000 shares of common stock at a price of $0.25 per share to seven
partnerships, two corporations, 21 individuals and three trusts. Each of these
investors was an accredited investor that acquired such securities for
investment purposes. We issued such securities in transactions not involving a
public offering in reliance upon the exemption set forth in Section 4(2) of the
Securities Act and the safe harbor provided by Rule 506 of Regulation D
promulgated thereunder.

        On February 1, 2002, we issued an option to purchase 1,000,000 shares of
common stock at an exercise price of $0.33 per share to one director in
connection with services rendered as a director. 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.

        On January 23, 2002 through February 28, 2002, we issued an aggregate of
2,036,519 shares of common stock at a weighted average price of $0.3192 per
share to one investor under the private equity line. These shares are registered
for resale under our Registration Statement on Form SB-2 (File No. 333-57830).
We issued such securities in transactions not involving a public offering in
reliance upon the exemption set forth in Section 4(2) of the Securities Act and
the safe harbor provided by Rule 506 of Regulation D promulgated thereunder.



                                       25
<PAGE>

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
March 31, 2002.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER       DESCRIPTION OF DOCUMENT
------       -----------------------
<S>          <C>
 3.1         Certificate of Incorporation (incorporated herein by reference to
             Exhibit 3.1 to MigraTEC's registration statement on Form SB-2 filed
             August 31, 2000, File No. 333-44946).

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

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

 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        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).

 10.4        MigraTEC, Inc. Long-Term Incentive Plan, as amended and restated
             (incorporated herein by reference to Exhibit 99.1 to MigraTEC's
             Form S-8 filed November 6, 2000, File No. 333-49398).

 10.5        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).

 10.6        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).

 10.7        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).

 10.8        $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).

 10.9        $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).
</TABLE>



                                       26
<PAGE>

<TABLE>
<S>          <C>
 10.10       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).

 10.11       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).

 10.12       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).

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

 10.14       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).

 10.15       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).

 10.16       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).

 10.17       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).

 10.18       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).

 10.19       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).

 10.20       $565,000 Promissory Note by MigraTEC, Inc. to Mercury Fund No. 1,
             Ltd., dated as of December 1, 2000 (incorporated herein by
             reference to Exhibit 10.22 to MigraTEC's Form 10-KSB for the year
             ended December 31, 2000 filed March 22, 2001, File No. 000-28220).

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

 10.22       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).

 10.23       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).
</TABLE>



                                       27
<PAGE>

<TABLE>
<S>          <C>
 10.24       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).

 10.25       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).

 10.26       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).

 10.27       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).

 10.28       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).

 10.29       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).

 10.30       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).

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

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



                                       28
<PAGE>

                                POWER OF ATTORNEY

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

                                   SIGNATURES

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

MIGRATEC, INC.

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

         /s/ W. Curtis Overstreet                          Dated:  May 14, 2002
         --------------------------------------
         W. Curtis Overstreet
         Chief Executive Officer



                                       29
<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         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        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).

 10.4        MigraTEC, Inc. Long-Term Incentive Plan, as amended and restated
             (incorporated herein by reference to Exhibit 99.1 to MigraTEC's
             Form S-8 filed November 6, 2000, File No. 333-49398).

 10.5        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).

 10.6        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).

 10.7        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).

 10.8        $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).

 10.9        $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).

 10.10       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).

 10.11       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).
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<PAGE>

<TABLE>
<S>          <C>
 10.12       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).

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

 10.14       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).

 10.15       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).

 10.16       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).

 10.17       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).

 10.18       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).

 10.19       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).

 10.20       $565,000 Promissory Note by MigraTEC, Inc. to Mercury Fund No. 1,
             Ltd., dated as of December 1, 2000 (incorporated herein by
             reference to Exhibit 10.22 to MigraTEC's Form 10-KSB for the year
             ended December 31, 2000 filed March 22, 2001, File No. 000-28220).

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

 10.22       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).

 10.23       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).

 10.24       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).

 10.25       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).
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                                       31
<PAGE>

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<S>          <C>
 10.26       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).

 10.27       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).

 10.28       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).

 10.29       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).

 10.30       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).

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

 24.1        Power of Attorney (included in the signature page of this report).
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