------------------------------------------------------------------------------
                       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      September 30, 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                       10
Item 3   Controls and Procedures                                         13

PART II. OTHER INFORMATION                                               14

Item 1   Legal Proceedings                                               14
Item 6   Exhibits and Reports on Form 8-K                                14

SIGNATURES                                                               15






                                       2
<PAGE>
                         PART I. FINANCIAL INFORMATION
                          -----------------------------
                          Item 1. Financial Statements
                          ----------------------------

                                  VERITEC INC
                                 BALANCE SHEETS
                                  (unaudited)
                                                    Sepember 30,      June 30,
                                                         2002           2002
                                       ASSETS       ------------     ---------
Current Assets:
   Cash                                              $       --      $   1,260
   Receivables                                          181,021         98,287
   Prepaids                                               4,267          2,517
                                                    -----------      ---------
     Total Current Assets                               185,288        102,064

   Fixed Assets (net)                                     9,380         11,234
   Software costs (net)                                  83,333         93,333
   Investment - Veritec Iconix Ventures, Inc             57,189         76,588
   Notes Receivable-VIVI                                 60,300         10,300
                                                    -----------      ---------
Total Assets                                         $  395,490      $ 293,519
                                                    ===========      =========
LIABILITIES & SHAREHOLDERS' EQUITY (DEFICIT)

Current Liabilities
     Notes payable related parties                      190,000        100,000
     Convertible note - related party                   397,374        397,374
     Current Maturities of Long Term Debt                23,888         23,533
     Bank overdraft                                      55,898         35,523
     Accounts payable & accrued expenses                297,437        217,492
                                                    -----------      ---------
       Total current liabilities                        964,597        773,922
                                                    -----------      ---------
Long Term Debt                                            2,066          8,163
                                                    -----------      ---------
Prepayment on stock & subscription
  receivable - related party                            386,400        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                           (958,339)      (989,417)
     Additional paid in capital                      11,819,586     11,795,109
     Accumulated deficit                            (12,254,296)   (12,111,690)
                                                    -----------    -----------
     Stockholders' equity (deficit)                    (957,573)      (870,522)
                                                    -----------    -----------
       Total liabilities & stockholders'
         Equity (deficit)                           $   395,490      $ 293,519
                                                    ===========      =========
                        See Notes to Financial Statements

                                       3
<PAGE>

                                  VERITEC INC.
                            STATEMENTS OF OPERATIONS
                                   (unaudited)

                                              For the Three Month Period
                                             ----------------------------
                                             September 30,  September 30,
                                                  2002         2001
                                             -------------  -------------
Total Revenues                                   $223,700     $268,738

Cost of Sales                                         --            --
                                                ---------    ---------
Gross Profit                                      223,700      268,738
                                                ---------    ---------
Operating expenses:
  Administration                                  209,597       78,402
  Sales & Marketing                                26,407        3,816
  Engineering & R&D                                87,640       46,265
  Amortization                                     10,000       10,000
                                                ---------    ---------
     Total Operating Expenses                     333,644      138,483
                                                ---------    ---------
Income (loss) from operations                    (109,944)     130,255
                                                ---------    ---------
Earnings (loss) on Investment-VIVI                (19,400)          --

Interest Income (expense) net                     (13,263)     (10,449)
                                                ---------    ---------
     Total other income (expense)                 (32,663)     (10,449)
                                                ---------    ---------
Net Income (loss)                               $(142,607)   $ 119,806
                                                =========    =========
Earning (loss) per share                        $   (0.02)   $     .02
                                                =========    =========



















                       See Notes to Financial Statements.

                                       4

<PAGE>

                                  VERITEC INC.
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)


                                                     For the Three Month Period
                                                    ----------------------------
                                                    September 30,  September 30,
                                                        2002           2001
                                                    -------------  -------------
Cash flow from operating activities:

Net Income (loss)                                     (142,607)      119,806
                                                     ---------     ---------
Adjustments to reconcile net income
  (loss) to net cash from
  operating activities:
Depreciation and amortization                           11,854        11,997

(Increase) decrease in assets:
  Receivables                                          (82,734)      (13,606)
  Prepaids                                              (1,750)        9,129

Increase (decrease) in liabilities:
  Accounts payable & accrued expenses                   79,945      (151,590)
                                                     ---------     ---------
Net cash used by operating activities                 (115,892)      (24,264)
                                                     ---------     ---------
Cash flows from investing activities:
  Notes receivable - VIVI                              (50,000)           --
                                                     ---------     ---------
Cash flow from financing activities:
  Bank overdraft                                        20,375            --
  Proceeds of notes payable - related parties           90,000            --
  Payments on notes payable - related parties               --        25,000)
  Prepayment on subscription receivable                  4,444        (5,556)
  Payments on subscription receivable                   55,555        55,156
  Payments on long-term debt                            (5,742)           --
                                                     ---------     ---------
Net cash provided by financing activities              164,632        25,000
                                                     ---------     ---------
Increase (decrease) in Cash Position                     1,260           736

Cash at beginning of the period                          1,260         4,405
                                                     ---------     ---------
Cash at the end of the period                        $      --     $   5,141
                                                     =========     =========







                        See notes to financial statements

                                       5
<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  three-month  period ended September 30, 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.



                                       6
<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 September 30, 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.

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.

                                       7
<PAGE>
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 $142,607 during the quarter ended September 30, 2002, and
have lost  $12,254,296  from  inception to September  30, 2002. At September 30,
2002, we had a $779,309 working capital  deficiency and a stockholders'  deficit
of  $957,573.  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 feel  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.

The investment in Veritec  Iconix  Ventures,  Inc.  (VIVI) is recorded under the
equity method (see Note 3). 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.







                                       8
<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.  It is assumed the
prepayment  at September 30, 2002 will also  ultimately  be 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.
At September  30,  2002,  The Matthews  Group had made  prepayments  of $386,400
towards scheduled payments due on the subscription  receivable.  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.

Debt Forgiveness
----------------

During the quarter  ended March 31, 2002,  we  recognized  debt  forgiveness  of
$70,429 related to elimination of a disputed liability.  It is our position that
if this  liability  was  ever  valid,  it  constituted  pre-bankruptcy  petition
indebtedness.   As  such,   the  liability   was   discharged  in  our  Plan  of
Reorganization.  The individual  claiming this obligation never filed a claim in
our bankruptcy  proceedings.  This  individual has also failed to respond to our
requests  for proof of the claim.  As such,  we  determined  that the  liability
should be eliminated.  There can be no assurance that, in the future, this claim
will not be renewed against us.

                                       9
<PAGE>
Other Information
-----------------

         None.

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

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


Liquidity and Capital Resources
-------------------------------

Debt owed by us at September 30, 2002 was as follows

                                    (unaudited)       (unaudited)     increase
                                     30-Sep-02         30-Sep-01     (decrease)
                                     ---------         ---------     ----------


Notes Payable                          190,000                          190,000

Notes Payable (secured)                397,374           397,374              -
Convertible note (secured)
Bank overdraft                          55,898                           55,898
Accounts payable & accrued
expenses                               297,437           364,260       (66,823)
                                     ---------         ---------     ----------
Total liabilities                      940,709           761,634        179,075
                                     =========         =========     ==========

         Our working capital is shown below.

                                     30-Sep-02         30-Sep-01
                                    (unaudited)       (unaudited)
                                     ---------         ---------
Working capital (deficit)             (779,309)         (520,764)
                                     =========         =========


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,  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.


                                       10
<PAGE>

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
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 three months ended  September 30, 2002,  and September 30,
2001, were $223,700, and $268,738,  respectively. The decreased revenue for 2002
is a result of reduced royalties from Mitsubishi.

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

     The quarter's revenue of $223,700 represents a 16.8% decrease from $268,738
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 September 30, 2002, to
$333,644.  This  represents a 241% increase from the same quarter in 2001.  This
increase includes an increase in Engineering and Research and Development, which
was a result of additional  contract labor.  Sales and Marketing was also higher
than the same quarter last year.  This was caused by a $15,000  expenditure  for
promotional work.  Administration costs for the three months ended September 30,
2002 were significantly  increased as a result of $80,000 for court costs due to
the Mitsubishi  arbitration,  $30,000 for legal costs also  associated  with the
arbitration  and the remainder  due to  additional  legal and audit fees for the
year end SEC filings.




                                       11
<PAGE>

     Non-operating  income for the three months ended September 30, 2002 shows a
loss from investment in VIVI, our Japanese operation, of $19,400.



                                Operating Expenses for the 3 months
                                     ended September 30, 2002
                                                                Increase/
Expense category                2002            2001            (decrease)
                              -------         -------           ----------
General and Administrative    219,597          88,402             131,195
Sales and marketing            26,407           3,816              22,591
Engineering, R&D               87,640          46,265              41,375
                              -------         -------             -------
                              333,644         138,483             195,161
                              =======         =======             =======


Capital
-------

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

     No capital expenditures for equipment were made during the period.

     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.
Additionally,  the  promissory  note is  convertible  into our common stock at a
price of $0.25 per share.

     Subsequent  to the  formation of VIVI,  on February 13, 2002,  VIVI entered
into an agreement  to purchase  100% of the  outstanding  equity  securities  of
Iconix,  Inc., a Japanese  corporation,  pursuant to a Stock Purchase Agreement,
dated February 13, 2002, by and among VIVI, Iconix,  Inc., Masayuki Kuriyama and
Yoshihiro Tasaka. The total  consideration for the purchase consisted of 300,000
shares of Veritec common stock and $100,000 in U.S. dollars.  The 150,000 shares
contributed by Veritec  represented newly issued shares of our common stock. The
150,000 shares  contributed  by The Matthews Group  represented a portion of the
shares of our common stock already owned by it.

     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,

                                       12
<PAGE>

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.

     At September 30, 2002 The Matthews  Group had made  prepayments of $386,400
towards  scheduled  payments due on the  subscription  receivable.  The Matthews
Group could use this  prepayment to satisfy the next twenty  scheduled  payments
due on the subscription receivable at September 30, 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.




                                       13
<PAGE>

                            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
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.
                                       14
<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
























                                       15
<PAGE>
I, Van Thuy Tran, certify that:

1.      I have reviewed this amended quarterly report on Form 10-QSB/A for the
quarter ended September 30, 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

                                      16
<PAGE>


Exhibit Index

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
























                                       17