------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 ------------------------------------------------------------------------------

                                  FORM 10-QSB/A
(Mark One)

   X            QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
-------         EXCHANGE ACT OF 1934  (No fee required)

                For the quarterly period ended     December 31, 2002
                                                   -----------------

-------         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   0-15113
                         -------


                                  VERITEC INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                     NEVADA
          ------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)


                                   95-3954373
                       ----------------------------------
                      (IRS Employer Identification Number)

                    1430 Orkla Drive, Golden Valley, MN 55427
                ------------------------------------------------
               (Address of principal executive offices, zip code)

                                  763-253-2670
               --------------------------------------------------
              (Registrant's telephone number, including area code)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 15 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports);  and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No
                                             ---   ---
     APPLICABLE  ONLY TO  CORPORATE  ISSUERS:  Indicate  the  number  of  shares
outstanding  of each of the  issuer's  classes of common  stock as of the latest
practicable date. As of August 8, 2003 the Company had:

                       Number of Shares of Common Stock
                       --------------------------------
                                   6,946,849

                                       1
<PAGE>

Table of Contents
-----------------


                                  FORM 10-QSB/A
                                  VERITEC INC.

                                      INDEX
                                                                Page

PART I.  FINANCIAL INFORMATION                                     3

Item 1   Financial Statements                                      3
Item 2   Management's Discussion and Analysis of
         Financial Condition and Plan of Operation                12
Item 3   Controls and Procedures                                  15

PART II. OTHER INFORMATION                                        15

Item 1   Legal Proceedings                                        15
Item 6   Exhibits and Reports on Form 8-K                         16

SIGNATURES                                                        17

































                                       2
<PAGE>
                          PART I. FINANCIAL INFORMATION
                          -----------------------------
                          Item 1. Financial Statements
                          ----------------------------
                                  VERITEC, INC.
                                 BALANCE SHEETS
                                   (Unaudited)
                                                   December 31,       June 30,
                                                        2002            2002
                                     ASSETS        ------------    ------------
Current Assets:
   Cash                                            $     27,425    $      1,260
   Receivables                                          158,577          98,287
   Prepaids                                               6,214           2,517
                                                   ------------    ------------
     Total Current Assets                               192,216         102,064

   Fixed Assets (net)                                     7,484          11,234
   Software costs (net)                                  73,334          93,333
   Investment -Veritec Iconix Ventures, Inc              99,289          76,588
   Notes Receivable-VIVI                                 76,730          10,300
                                                   ------------    ------------
       Total Assets                                $    449,053    $    293,519
                                                   ============    ============
LIABILITIES & SHAREHOLDERS' EQUITY (DEFICIT)

Current Liabilities
     Notes payable related parties                      280,000         100,000
     Convertible note - related party                   397,374         397,374
     Current Maturities of Long Term Debt                16,271          23,533
     Bank overdraft                                        --            35,523
     Accounts payable & accrued expenses                450,513         217,492
                                                   ------------    ------------
       Total current liabilities                      1,144,158         773,922
                                                   ------------    ------------
Long Term Debt                                             --             8,163
                                                   ------------    ------------
Prepayment on stock & subscription
  receivable - related party                            345,844         381,956
                                                   ------------    ------------
Stockholders' equity (deficit):
     Preferred stock, par value $1.00, authorized
       10,000,000 shares, 275,000 shares of
       Series H authorized                              366,007         366,007
     Common stock, par value $.01,
       authorized 20,000,000 shares                      69,469          69,469
     Subscription receivable                           (926,478)       (989,417)
     Additional paid in capital                      11,843,281      11,795,109
     Foreign currency translation adjustments              (824)           --
     Accumulated deficit                            (12,392,404)    (12,111,690)
                                                   ------------    ------------
     Stockholders' equity (deficit)                  (1,040,949)       (870,522)
                                                   ------------    ------------
       Total liabilities & stockholders'
         Equity (deficit)                          $    449,053    $    293,519
                                                   ============    ============
                        See Notes to Financial Statements

                                       3
<PAGE>
                                  VERITEC INC.
                            STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                     For the Three Month Period
                                                   -----------------------------
                                                   December 31,     December 31,
                                                        2002            2001
                                                   -----------      -----------

Total Revenues                                     $   272,983      $   107,903

Cost of Sales                                             --               --
                                                   -----------      -----------

Gross Profit                                           272,983          107,903
                                                   -----------      -----------
Operating expenses:
  Administration                                       314,313           73,659
  Sales & Marketing                                      1,368            3,589
  Engineering & R&D                                    110,076          108,287
  Amortization                                          10,000           10,000
                                                   -----------      -----------
     Total Operating Expenses                          435,757          195,535
                                                   -----------      -----------
         Income (loss) from operations                (162,774)         (87,632)
                                                   -----------      -----------

Earnings (loss) on Investment-VIVI                      42,924             --

Debt forgiveness                                          --            117,988

Interest Income (expense) net                          (18,267)          (9,977)
                                                   -----------      -----------

     Total other income (expense)                       24,657          108,011
                                                   -----------      -----------

Net Income (loss)                                  $  (138,117)     $    20,379
                                                   ===========      ===========

Earning (loss) per share                           $     (0.02)     $      --
                                                   ===========      ===========


                       STATEMENTS OF COMPREHENSIVE INCOME

Net income (loss)                                  $  (138,117)     $    20,379

Foreign currency translation adjustment            $      (824)     $      --
                                                   -----------      -----------

Comprehensive income (loss)                        $  (138,941)     $    20,379
                                                   ===========      ===========

                        See Notes to Financial Statements

                                       4
<PAGE>
                                  VERITEC INC.
                            STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                      For the Six Month Period
                                                   -----------------------------
                                                   December 31,     December 31,
                                                        2002            2001
                                                   -----------      -----------

Total Revenues                                     $   496,683      $   376,641

Cost of Sales                                             --               --
                                                   -----------      -----------

Gross Profit                                           496,683          376,641
                                                   -----------      -----------
Operating expenses:
  Administration                                       523,909          151,785
  Sales & Marketing                                     27,775            7,405
  Engineering & R&D                                    197,716          154,572
  Amortization                                          20,000           20,000
                                                   -----------      -----------
     Total Operating Expenses                          769,400          333,762
                                                   -----------      -----------
         Income (loss) from operations                (272,717)          42,879
                                                   -----------      -----------

Earnings (loss) on Investment-VIVI                      23,524             --

Debt forgiveness                                          --            117,988

Interest Income (expense) net                          (31,521)         (20,426)
                                                   -----------      -----------

     Total other income (expense)                       (7,997)          97,562
                                                   -----------      -----------

Net Income (loss)                                  $  (280,714)     $   140,441
                                                   ===========      ===========

Earning (loss) per share                           $     (0.04)     $       .02
                                                   ===========      ===========


                       STATEMENTS OF COMPREHENSIVE INCOME

Net income (loss)                                  $  (280,714)     $   140,441

Foreign currency translation adjustment            $      (824)     $      --
                                                   -----------      -----------

Comprehensive income (loss)                        $  (281,538)     $   140,441
                                                   ===========      ===========

                       See Notes to Financial Statements.

                                       5
<PAGE>
                                  VERITEC INC.
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                      For the Six Month Period
                                                     ---------------------------
                                                     December 31,   December 31,
                                                          2002          2001
                                                     -----------    -----------
Cash flow from operating activities:

Net Income (loss)                                    $  (280,714)   $   140,442
                                                     -----------    -----------

Adjustments to reconcile net income (loss)
  to net cash from  operating activities:
    Debt Forgiveness                                        --         (117,988)
    Depreciation and amortization                         23,750         23,725
    Earnings (loss) on investment - VIVI                 (23,524)          --

(Increase) decrease in assets:
  Receivables                                            (60,290)       (80,754)
  Prepaids                                                (3,697)         9,792

Increase (decrease) in liabilities:
  Accounts payable & accrued expenses                    233,020       (196,373)
                                                     -----------    -----------

Net cash used by operating activities                   (111,455)      (221,156)
                                                     -----------    -----------

Cash flows from investing activities:
  Notes receivable - VIVI                                (66,430)          --
                                                     -----------    -----------

Cash flow from financing activities:
  Bank overdraft                                         (35,523)        26,143
  Proceeds of notes payable - related parties            180,000           --
  Payments on notes payable - related parties               --             --
  Prepayment on subscription receivable                  (36,112)        67,889
  Payments on subscription receivable                    111,111        117,904
  Payments on long-term debt                             (15,426)          --
                                                     -----------    -----------

Net cash provided by financing activities                204,050        211,936
                                                     -----------    -----------

Increase (decrease) in Cash Position                      26,165         (9,220)

Cash at beginning of the period                            1,260         10,267
                                                     -----------    -----------

Cash at the end of the period                        $    27,425    $     1,047
                                                     ===========    ===========

                        See notes to financial statements

                                       6
<PAGE>


NOTES TO FINANCIAL STATEMENTS

A.  BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the  instructions  to Form  10-QSB and  Article 10 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the  six-month  period  ended  December  31, 2002 are not
necessarily  indicative  of the results  that may be expected for the year ended
June 30, 2003. For further  information,  refer to the financial  statements and
footnotes  thereto  included  in our Form  10-KSB/A  for the year ended June 30,
2002, as amended.

Nature of Business
------------------

Our  company  was  incorporated  in Nevada on  September  8,  1982.  We  design,
manufacture and sell software related to our patented,  proprietary  VeriCode(R)
two-dimensional  barcode.  VeriCode(R)-writing  software  enables an identifying
symbol to be placed on an item,  and  VeriCode(R)-reading  software  enables the
symbol to be read, permitting identification of the item at a later time.

For  example,  our software is used to help  automate the computer  screen (LCD)
manufacturing  process.  We sell software that can read VeriCode(R) symbols that
are  covered by  "chrome,"  a material  that makes the  VeriCode  symbol  almost
invisible to the naked eye.

The VeriCode(R) symbol is able to store a large amount of data in a small space.
We are developing a product that encodes  biometric data into a  two-dimensional
bar code,  the  VeriSecure(TM)  symbol.  After this  symbol is  printed  onto an
identification card, our software can be used to read the data off the card, and
compare that data to the  fingerprint  of the person who is presenting the card.
In this way the VeriSecure(TM) symbol can be used to confirm that the person who
possesses the identification card is the person to whom the card was issued.

Critical Accounting Policies and Estimates
------------------------------------------

The preparation of financial  statements in conformity  with generally  accepted

accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
reported  amounts of revenues and expenses during the reporting  period.  Actual
results could differ from those estimates.

The majority of our income is generated from foreign  customers and is earned in
a foreign  currency.  However,  we record  this  income as U.S.  dollars  at the
exchange rate in effect on the date of remittance,  so we are not susceptible to
translation gains or losses.

                                       7
<PAGE>

Cash
----

Cash balances are  maintained in a single  financial  institution.  The balances
from time to time  exceed the  federally  insured  limits of  $100,000.  We have
experienced  no losses in these  accounts and believe that we are not exposed to
any  significant  risk of loss on our cash  balances.  The cost and fair  market
value of any financial instruments held are approximately equal.

Accounts Receivable
-------------------

We sell to domestic and foreign companies.  We grant uncollateralized  credit to
customers, but require deposits on unique orders. Management deemed all accounts
receivable  collectible  and did  not  provide  for an  allowance  for  doubtful
accounts at December 31, 2002 and June 30, 2002.

Revenues
--------

We account for revenue  recognition in accordance with Staff Accounting Bulletin
(SAB) 101 "Revenue Recognition in Financial  Statements." Revenues from software
sales, product sales and engineering are recognized when products are shipped or
services are  performed.  License fees are  recognized  upon  completion  of all
required terms of the applicable license agreement. The process typically begins
with a customer purchase order detailing the customer's hardware specifications,
which  allows us to  customize  our software to the  customer's  hardware.  Once
customization is completed,  we typically  transmit the software to the customer
via the  Internet or by mail.  Upon  transmittal,  the  customer has no right of
refusal  or  return,  and we have no  further  obligations  under the sale.  Any
additional  changes to the program are the  responsibility  of the  customer and
would require a new billable order. We are under no obligation to perform future
product  upgrades or enhancements  without first obtaining a new billable order.
Under some  agreements,  the customers  remit payment prior to our completion of
customization or other required  services.  In such instances,  we delay revenue
recognition  and reflect the  prepayments  as deferred  revenue in the financial
statements.

Royalties are recognized as earned.  To date these royalties have been earned in
a foreign  currency.  We record these  revenues in U.S.  dollars at the exchange
rate in effect at the date of remittance.  Accordingly, we have historically not
been susceptible to translation gains or losses.

Research and Development
------------------------

Research and development costs are charged to expense as incurred.









                                       8
<PAGE>

Intangible Asset
----------------

On October 12, 1999, we purchased certain software,  source code, documentation,
manuals and other written  material for $50,000 and 187,500 shares of restricted
common stock valued at $.80 per share, the stated value of our restricted common
stock per our  bankruptcy  plan of  reorganization  for which a final decree was
issued on October 21, 1999. We have recorded  this  purchased  software at cost,
$200,000, and are amortizing it over five years using the straight-line method.

Stock-Based Consideration
-------------------------

We have  applied the fair  value-based  method of  accounting  for  employee and
nonemployee  stock-based  consideration  and/or  compensation in accordance with
FASB  Statement  123 (based on  reported  market  prices at the date of issuance
and/or as earned).

Going Concern
-------------

The  accompanying  financial  statements  have been  prepared  assuming  we will
continue as a going concern. As shown in accompanying  financial statements,  we
incurred a net loss of $138,117  during the quarter  ended  December  31,  2002,
$280,714  during the six month  period ended  December  31, 2002,  and have lost
$12,392,404  from inception to December 31, 2002. At December 31, 2002, we had a
$951,942 working capital  deficiency and a stockholders'  deficit of $1,040,949.
Additionally,  our  Independent  Auditor's  Report for our Annual Report on Form
10-K for the year  ended  June  30,  2002,  contains  an  explanatory  paragraph
expressing  substantial  doubt about our ability to continue as a going concern.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

Investment: Veritec Iconix Ventures, Inc.
-----------------------------------------

In June 2001, we entered into a tentative agreement to merge with Iconix,  Inc.,
a Japanese company we had partnered with in the past. We could not complete this
merger  on our own so we  instead  decided  to form a new  corporation  with The
Matthews  Group to complete  this  acquisition.  On February 25,  2002,  Veritec
Iconix  Ventures,  Inc. (VIVI) was  incorporated  under the laws of the State of
Delaware.  In April 2002, we and The Matthews Group each contributed $50,000 and
150,000 shares of Veritec Inc. common stock for fifty percent ownership in VIVI.
The 150,000  shares of our common stock  contributed  by The Matthews  Group was
previously owned by it.

In April 2002, VIVI completed the acquisition of Iconix,  Inc. for consideration
of $100,000 and 300,000 shares of Veritec Inc.  common stock.  Iconix,  Inc. was
formed  in 1995  and is  located  in  Osaka,  Japan.  Iconix,  Inc.  is a system
integrator and developer of two dimensional  identification  software,  hardware
and solutions.  We believe  synergies with VIVI made the  acquisition of a fifty
percent interest in VIVI desirable. We hold key patents in Europe and the United
States relating to two-dimensional barcode technology, and VIVI is currently the
sole licensee of the CP code patents in Asia.


                                       9
<PAGE>

Investment: Veritec Iconix Ventures, Inc. (Continued)
-----------------------------------------

The investment in Veritec  Iconix  Ventures,  Inc.  (VIVI) is recorded under the
equity method.  No fair value  information  exists relating to this  investment.
Business  activities of VIVI are concentrated in Asia,  primarily Japan, and all
assets of VIVI are in Japan.  Our ability to realize the value of our investment
is dependent on future operating  successes for VIVI. This investment is further
subject to foreign currency exchange rate changes.

Summarized Financial Information for VIVI is as follows:
-------------------------------------------------------

                                                   December 31,       June 30,
                                                        2002            2002
                                                   -----------      -----------
  Balance sheet:
    Current assets                                 $   617,647      $   498,739
    Fixed assets                                         6,490            7,526
    Other assets                                       231,910          126,521
                                                   -----------      -----------

          Total assets                             $   856,047      $   632,786
                                                   ===========      ===========

    Current liabilities                            $   101,675      $   242,921
    Long-term liabilities                              476,853          236,689
    Equity                                             277,519          153,176
                                                   -----------      -----------

          Total liabilities and equity             $   856,047      $   632,786
                                                   ===========      ===========

                                                   July 1, 2002    April 1, 2002
                                                        To               To
                                                   December 31,       June 30,
                                                        2002            2002
                                                   -----------      -----------

  Operating results (April 1, 2002
                  to June 30, 2002):
    Revenue                                        $   819,988      $   309,324
    Cost of goods sold                                (448,855)        (159,282)
    Selling, general and administrative               (372,494)        (166,516)
    Other income (expense)                              48,297            1,079
    Other tax expense                                     (751)            (429)
                                                   -----------      -----------

          Net loss                                 $    46,185      $   (15,824)
                                                   ===========      ===========






                                       10
<PAGE>

Prepayment On Subscription Receivable
-------------------------------------

The Matthews Group has made prepayments against its Subscription  Payable to us.
These prepayments are unsecured and non-interest  bearing. The prepayments as of
December 31, 2002 were applied against the subscription receivable.


Subscription Receivable
-----------------------

In September 1999, we accepted a commitment from The Matthews Group, LLC to fund
the  $2,000,000  required  under our  bankruptcy  plan of  reorganization.  This
funding is in the form of a promissory note that calls for 108 monthly  payments
to us of  $18,518.52.  These  payments are  non-interest  bearing and were to be
secured by a pledge of  properties  controlled  by  principals  of The  Matthews
Group.  In July 2001,  the  principals  of The  Matthews  Group  granted to us a
security  interest in certain  California and Minnesota  properties to partially
collateralize the subscription. Imputed interest on the subscription is excluded
from operating  results and is instead credited  directly to additional  paid-in
capital.

The Matthews Group is scheduled to fund the subscription receivable with monthly
payments of $18,518.52.  As we have experienced  cash  shortfalls,  The Matthews
Group  has made  payments  on the  subscription  receivable  in  advance  of the
scheduled due dates.  Such advance  payments are reflected as a liability in the
financial statements in the Prepayment on Stock Subscription Receivable account.
During the three months ended December 31, 2002, The Matthews Group opted to use
the Prepayment on Stock Subscription  Receivable account balance to make all but
$15,000 of the  payments due on the  subscription  receivable.  Accordingly,  at
December 31, 2002,  the  Prepayment  on Stock  Subscription  Receivable  account
totaled  $345,844.  At The  Matthews  Group's  discretion,  the  balance in this
account may be used to satisfy  any  scheduled  payment due on the  subscription
receivable.  When The Matthews  Group does so, we reduce the Prepayment on Stock
Subscription  Receivable  account  and credit the  subscription  receivable  and
additional  paid-in-capital.  Historically,  when  we  have  experienced  a cash
shortfall,  The Matthews Group has continued to make its monthly payments due on
the subscription  receivable.  However, there can be no assurances it will honor
this  commitment and there is no contractual  obligation for it to do so as long
as  prepayments  exist to satisfy  its  scheduled  payments.  We have no advance
knowledge  of  whether,  in any  given  month,  The  Matthews  Group  may make a
scheduled  payment on the subscription  receivable or utilize the balance in the
Prepayment on Stock Subscription  Receivable  account. We also have no assurance
of The Matthews Group's ability to continue to provide this funding.  Failure of
The Matthews  Group to continue to make scheduled  payments on the  subscription
receivable  could   negatively   impact  our  ability  to  meet  our  cash  flow
requirements.

Other Information
-----------------

         None.




                                       11
<PAGE>

         Item 2.  Management's Discussion and Analysis
         ---------------------------------------------

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

Liquidity and Capital Resources
-------------------------------
Our working capital is shown below.


                                          31-Dec-02             31-Dec-01
                                         (unaudited)           (unaudited)

   Working capital (deficit)               (951,942)             (470,595)
                                         ===========           ===========



Debt owed by us at December 31, 2002 was as follows

                                            31-Dec-02    31-Dec-01    Increase
                                           (Unaudited)  (Unaudited)  (Decrease)

Notes Payable                                 280,000         --       280,000
Notes Payable (secured)                       397,374      397,374        --

Bank overdraft                                   --         32,005     (32,005)
Accounts payable & accrued expenses           450,513      206,669     243,844



A number of uncertainties  exist that may affect our future  operating  results.
These uncertainties include the uncertain economic conditions, market acceptance
of our  products and our ability to manage  expense  growth.  We have  sustained
significant losses and expect the losses will continue through fiscal year 2003.
Our cash on hand is not sufficient to fund current  operating needs.  Therefore,
the  continued  operation of our company  will  continue to be dependent on cash
payments from The Matthews Group pursuant to the

Stock Subscription  Agreement.  While The Matthews Group has made payments to us
in excess of the  required  monthly  payments,  there is no  assurance  that The
Matthews Group will complete its obligations or that the payment  required to be
made by The Matthews Group will be adequate.  We are seeking  additional debt or
equity  financing,  but there is no assurance that additional  financing will be
obtained, or that any such financing will be sufficient for our needs.

Although no certainties  exist,  we feel that cash flows from operations will at
least partially fund cash needs in 2003. Because of the long sales cycle related
to our products,  it is expected that cash from these new sales will be weighted
toward the latter part of 2003. For 2003, we will be enlisting  distributors  to
help  market  our  products.   Several   distributors  have  shown  interest  in
representing our products. We intend to generate cash by requiring  distributors


                                       12
<PAGE>

Liquidity and Capital Resources (Continued)
-------------------------------

to pay a $200,000  license fee in exchange for allowing the distributors to sell
at discounted software prices.  However, there is no assurance that distributors
will agree to pay this  license  fee.  The balance of our cash  requirements  is
expected  to be  provided  by The  Matthews  Group  as  stated  in the  previous
paragraph.

Because of our  reduced  reliance  on selling  hardware,  we believe our primary
exposure to the risk of inflation is through wages.  We do not believe that wage
inflation will play a material role in our expense.

Continued  competition  may  drive  down  the  price  at  which  we can sell our
products,  and reduced  capital  expenditures  by our  customers may also have a
negative impact.

Financial and Operational Outlook
---------------------------------

Revenues for the six months ended December 31, 2002, and December 31, 2001, were
$272,983, and $107,903, respectively. Revenues for the six months ended December
31, 2002 and December 31, 2002,  were $496,683 and $376,641,  respectively.  The
increased  revenue for 2002 is a result of increased  software sales,  primarily
overseas.  Royalty income from Mitsubishi is down as a result of the arbitration
proceedings (See Part II, Item 1 - "Legal Proceedings").

Results of Operations
---------------------

The quarter's revenue of $272,983  represents a 152.9% increase from $107,903 in
the same quarter in 2001. Purchases in this industry fluctuate, as new factories
are opened, so significant quarterly fluctuations can be expected.  Negotiations
are currently in progress to establish  distributors for product sales. Although
we cannot provide any assurance,  we believe that  distributors  will be able to
market Veritec products more  effectively,  and hope that the price discounts we
are providing to the distributors  will be offset by increased sales volume.  We
will also be requiring  each  distributor to pay an upfront fee for the right to
purchase  our  software  at the  lower  price,  but there is no  assurance  that
distributors will be willing to pay us this fee.

Operating  expenses  increased  for the quarter  ended  December  31,  2002,  to
$435,757. This represents a 122.9% increase from the same quarter in 2001. Sales
and marketing,  engineering and development and amortization  remained  constant
between years.  Administrative  expenses  increased in the three-month period to
$314,313 in 2002 versus $73,659. $188,902 of this increase related to legal fees
incurred in the  Mitsubishi  arbitration.  Increases in  professional  fees also
resulted from  increasing  costs  associated  with  complying with the Company's
public reporting requirements.


Non-operating  income for the three  months  ended  December  31,  2002 shows an
income from investment in VIVI, our Japanese operation, of $42,924.




                                       13
<PAGE>

Results of Operations (Continued)
---------------------

                                        Operating Expenses for the 3 months
                                              ended December 31, 2002

                                                                Increase/
          Expense category                  2002        2001    (decrease)
                                        --------    --------    --------


          General and Administrative     314,313      73,659     240,654
          Sales and marketing              1,368       3,589      (2,221)
          Engineering, R&D               110,076     108,287       1,789


Capital
-------

Expenditures and Future Commitments
-----------------------------------

No  capital  expenditures  for  equipment  were made  during the  quarter  ended
December 31, 2002.

On January 30, 2002,  Veritec Inc.  and The  Matthews  Group LLC formed  Veritec
Iconix Ventures, Inc. ("VIVI"), a Delaware corporation. Each company owns 50% of
the  outstanding  shares of common  stock of VIVI.  In April 2002,  The Matthews
Group loaned Veritec  $100,000,  $50,000 of which Veritec  subsequently  used to
make its  initial  capital  contribution  to VIVI.  The  promissory  note to The
Matthews  Group bears interest at a rate of 10% per annum and is due in one year
(April, 2003). Additionally,  the promissory note is convertible into our common
stock at a price of $0.25 per share.

Although we continue to minimize spending for capital  expenditures,  we believe
our need for additional  capital  equipment will continue because of the need to
develop  and  expand our  business.  The  amount of such  additional  capital is
uncertain and may be beyond that generated from operations.

Liquidity and Factors That May Affect Future Results
----------------------------------------------------

A number of uncertainties  exist that may affect our future  operating  results.
These uncertainties  include the uncertain general economic  conditions,  market
acceptance  of our products and our ability to manage  expense  growth.  We have
sustained  significant losses and expect the losses will continue through fiscal
year 2003. Our cash on hand is not sufficient to fund current  operating  needs.
Therefore,  our continued  operation will be dependent on cash payments from The
Matthews  Group.  The  Matthews  Group  continues  to  make  payments  to  us of
$18,518.52  per month as required by its  subscription  agreement.  The Matthews
Group has,  from time to time,  advanced  amounts in  addition  to the  required
monthly  payment as needed to finance our continued  operations,  and we rely on
these advances.



                                       14
<PAGE>

Liquidity  and Factors That May Affect Future Results (Continued)
-----------------------------------------------------

At December 31, 2002 The Matthews Group had made prepayments of $345,844 towards
scheduled payments due on the subscription receivable.  The Matthews Group could
use this prepayment to satisfy the next eighteen  scheduled  payments due on the
subscription  receivable at December 31, 2002.  The Matthews Group has indicated
an intent to continue to make the scheduled  payments due under the subscription
receivable,  but there can be no  assurances it will honor this  commitment  and
there is no contractual  obligation for it to do so as long as prepayments exist
to satisfy its  scheduled  payments.  We also have no  assurance of The Matthews
Group's  ability to continue to provide  this  funding.  Failure of The Matthews
Group to continue to make  scheduled  payments  on the  subscription  receivable
could negatively impact our ability to meet our cash flow requirements.

We are seeking  additional debt or equity  financing,  but there is no assurance
that additional  financing will be obtained,  or that any such financing will be
sufficient for our needs.

Although no certainties  exist,  we feel that cash flows from operations will at
least partially fund cash needs in 2003. Because of the long sales cycle related
to our  products,  it is  expected  cash from these new sales  will be  weighted
toward the latter part of 2003.  For 2003 we will be enlisting  distributors  to
help  market  our  products.   Several   distributors  have  shown  interest  in
representing our products. We intend to generate cash by requiring  distributors
to pay a $200,000  license fee in exchange for allowing  distributors to sell at
discounted  software prices.  However,  there is no assurance that  distributors
will agree to pay this  license  fee.  The balance of our cash  requirements  is
expected to be provided by The Matthews Group as stated above.

We have begun an arbitration process with Mitsubishi  regarding  underpayment of
royalties.  An adverse outcome to this  arbitration  proceeding  could lower our
royalty receipts.


         Item 3.  Controls and Procedures
         --------------------------------

We currently  employ 6 employees.  All of our employees  report  directly to the
CEO. We have regular meetings to review our business and operations. Our CEO and
CFO have  reviewed  our  disclosure  controls  and  procedures  and,  given  the
simplicity of our business,  they have  concluded our current system is adequate
to report all material  events and  information  necessary to ensure  compliance
with our disclosure requirements.


                            PART II OTHER INFORMATION
                            -------------------------

         Item 1.  Legal Proceedings.
         ---------------------------

We were named in a suit  brought by a  stockholder  and former  director  of the
company,  Wolodymyr M. Starosolsky.  The plaintiff in the pending litigation has
failed to  prosecute  the case.  Consequently,  it is unclear as to what  relief

                                       15
<PAGE>

actually is being  sought.  The plaintiff  originally  filed suit in the Central
District of  California  claiming  that we failed to act pursuant to our plan of
reorganization  approved  by the  bankruptcy  court.  No monetary  damages  were
sought; rather, the plaintiff requested that any actions we took in violation of
the bankruptcy plan, or without proper board approval, be rescinded. In December
2000,  that  court  granted  our  motion  to  transfer  venue,  and the case was
subsequently  transferred to the District of Minnesota.  However,  the plaintiff
has failed to take any action to prosecute the case in Minnesota. Because of the
plaintiff's  failure to prosecute  the case for the last two years,  and because
the only relief  sought in the case is equitable,  we believe the  likelihood is
remote that this litigation will have any material adverse impact on us.

We are in arbitration  with Mitsubishi  Corporation.  We believe that Mitsubishi
failed to pay past  royalties  due to us and  failed to honor a letter of intent
the  parties  executed.  In the event we  prevail in this  arbitration,  we will
receive  additional royalty payments from Mitsubishi.  However,  because we have
not  received an  accounting  from  Mitsubishi,  we are unable to  estimate  the
royalties  that may be due. We have not recorded a receivable  for these claimed
royalties.  Mitsubishi  also raised a counterclaim  against us, alleging that we
misused  confidential  information  belonging to Mitsubishi.  This  counterclaim
asserts unspecified damages;  therefore, we are unable to estimate the effect an
adverse decision regarding this claim may have on us.


         Item 2.  Changes in Securities and Use of Proceeds.
         ---------------------------------------------------

         None.

         Item 3.  Defaults Upon Senior Securities.
         -----------------------------------------

         None.

         Item 4.  Submission of Matters to a Vote of Security Holders.
         -------------------------------------------------------------

         No matters  were  submitted  to a vote of security  holders  during the
         period covered by this report.

         Item 5.  Other Information.
         ---------------------------

         None.

         Item 6.  Exhibits and Reports on Form 8-K.
         ------------------------------------------

         None.








                                       16
<PAGE>




                                   SIGNATURES

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

                                  Veritec Inc.

Date:  August 12, 2003            /s/ Van Thuy Tran
       ----------------           ---------------------------
                                      Van Thuy Tran
                             Chief Executive Officer and Chief Financial Officer










































                                       17
<PAGE>
I, Van Thuy Tran, certify that:

1.       I have reviewed this amended  quarterly report on Form 10-QSB/A for the
quarter ended December 31, 2002 of Veritec Inc.;

2.       Based  on my knowledge,  this amended quarterly report does not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
necessary to make the statements made, in light of the circumstances under which
such  statements were made, not misleading with respect to the period covered by
this amended quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
information  included in this amended  quarterly  report,  fairly present in all
material respects the financial condition,  results of operations and cash flows
of the  registrant  as of,  and  for,  the  periods  presented  in this  amended
quarterly report;

4.       The  registrant's  other certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)       Designed  such  disclosure  controls  and  procedures  to  ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this amended quarterly report is being prepared;
b)       Evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of the  date  within  90 days  prior to the  filing  date of this
amended quarterly report (the "Evaluation Date"); and
c)       Presented  in this amended  quarterly report our conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

a)       All  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and
b)       Any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
amended  quarterly  report  whether there were  significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: August 12, 2003

/s/ Van Thuy Tran
---------------------------------------------------
Van Thuy Tran
Chief Executive Officer and Chief Financial Officer

                                       18
<PAGE>


Exhibit Index                                                          Page

Exhibit 99.1    Certificate pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002                              20



















































                                       19