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

                                   FORM 10-QSB

(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 March 31, 2001

      Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 (No Fee Required)

      For the transition period from                       to               .
                                    ----------------------   ---------------

         Commission file number     0-15113
                                  ------------------------------------------

                                  VERITEC INC.
                                  ------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

            Nevada                                          95-3954373
       -----------------                              ----------------------
(State or Other Jurisdiction of                      (IRS Employer ID Number)
Incorporation or Organization)

       1000 Boone Avenue North, Suite 110, Golden Valley, Minnesota 55427
       ------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                  763-525-8470
                                  ------------
                 (Issuer's Telephone Number Including Area Code)

Check whether the issuer:  (1) filed all reports required to be filed by section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.

Yes        X               No
   -------------             ----------

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Number of shares of common stock outstanding as of April 13, 2001:   6,550,015
                                                                  ------------

                                       i
<PAGE>



                                      INDEX

                                                    VERITEC INC.


PART I, FINANCIAL INFORMATION
-----------------------------
                                                                      Page
                                                                      ----
Item 1.  Financial Statements (Unaudited).

         Condensed balance sheets as of March 31, 2001
           and June 30, 2000                                            2

         Condensed statements of operations for the
           three months and nine months ended March 31, 2001
           and 2000                                                     3

         Condensed statements of cash flow for the nine months
            ended March 31, 2001 and 2000                               4

         Notes to condensed financial statements                        5

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                         10


PART II.      OTHER INFORMATION
-------------------------------
Item 1.       Legal Proceedings                                        12

Item 2.       Change in Securities                                     12

Item 3.       Defaults Upon Senior Securities                          12

Item 4.       Submission of Matters to a Vote of Security Holders      12

Item 5.       Other Information                                        12

Item 6.       Exhibits and Reports on Form 8-K                         12

SIGNATURES                                                             13












                                       1
<PAGE>
Item 1.  Financial Statements (Unaudited)

                                  VERITEC INC.
                            CONDENSED BALANCE SHEETS
                                   (Unaudited)
                                               March 31,              June 30,
                                                  2001                  2000
                                              ------------     ----------------
                      ASSETS
                      ------
Current assets:
    Cash                                     $       186           $     3,964
    Accounts receivable:
      Trade                                       23,422                19,650
      Other                                            -                30,000
    Inventories                                        -                44,559
    Prepaids                                       2,500                 2,500
                                             -----------           -----------
                Total current assets              26,108               100,673

Furniture and equipment, net                       7,319                 7,200
Intangible asset, net                            143,335               173,333
                                             -----------           -----------
                Total assets                 $   176,762           $   281,206
                                             ===========           ===========

    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
    ----------------------------------------------
Current liabilities:
    Notes payable (secured)                  $         -           $   108,366
    Convertible note (secured)                   397,374               252,322
    Bank overdraft                                 9,574                35,362
    Accounts payable and accrued expenses        159,158               194,381
    Disputed liabilities                         217,702               217,702
                                             -----------           -----------
      Total current liabilities                  783,808               808,133
Commitments and contingencies                          -                     -
                                             -----------           -----------
      Total liabilities net                      783,808               808,133
                                             -----------           -----------
Prepayment on stock and subscription
    receivable net                               253,233                18,047
                                             -----------           -----------
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                66,558                65,306
    Subscription receivable                   (1,133,711)           (1,212,049)
    Additional paid-in capital                11,576,563            11,431,439
    Accumulated deficit net                  (11,735,696)          (11,195,678)
                                             -----------           -----------
      Total stockholders' equity (deficit)      (860,279)             (544,975)
                                             -----------           -----------
      Total liabilities and
        stockholders' equity (deficit) net   $   176,762           $   281,206
                                             ===========           ===========
                       See notes to financial statements.
                                       2
<PAGE>
                                  VERITEC INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                   Three Months Ended       Nine Months Ended
                                        March 31,               March 31,

                                    2001        2000        2001         2000
                                ----------  ----------  ----------   ----------

Revenues                        $   50,631  $  840,306  $  175,655   $1,072,958
Cost of sales                           80     268,013      51,382      334,943
                                ----------  ----------  ----------   ----------

Gross profit                        50,551     572,293     124,273      738,015

Commissions                              -     245,667       4,248      301,809
                                ----------  ----------  ----------   ----------

Gross profit after
    commissions                     50,551     326,626     120,025      436,206
                                ----------  ----------  ----------   ----------

Operating expenses:
  Engineering                       58,152      68,537     137,758      160,325
  Marketing                         18,931      40,545      27,837       73,953
  Administrative                   152,194      47,435     475,694      155,943
                                ----------  ----------  ----------   ----------
   Total operating expenses        229,277     156,517     641,289      390,221
                                ----------  ----------  ----------   ----------

Income (loss) from operations     (178,726)    170,109    (521,264)      45,985

Interest income                          -      31,327          49      106,714
Interest expense                   (11,261)    (24,079)    (39,092)     (49,742)
Income taxes                             -           -           -            -
                                ----------  ----------  ----------   ----------

   Net income (loss)              (189,987)    177,357    (560,307)     102,957

Other comprehensive income
    (expense)                            -           -           -            -
                                ----------  ----------  ----------   ----------

   Comprehensive income (loss)  $ (189,987  $  177,357  $ (560,307)  $  102,957
                                ==========  ==========  ==========   ==========

Basic loss per common share     $     (.03) $      .03  $     (.09)  $      .02
                                ==========  ==========  ==========   ==========

Weighted average common
    shares outstanding           6,655,939   6,501,572   6,582,468    4,357,091
                                ==========  ==========  ==========   ==========
                       See notes to financial statements.

                                       3
<PAGE>

                                  VERITEC INC.
                        CONDENSED STATEMENTS OF CASH FLOW
                                   (Unaudited)


                                                    Nine Months Ended
                                                          March 31,
                                                      2001             2000
                                                 ------------    -------------
Cash flows from operating activities:
 Net income (loss)                                $ (560,307)       $ 102,957
 Adjustments to reconcile net income (loss)
   to cash flows from operating activities:
    Depreciation and amortization                     33,118           20,187
    Interest converted to note                        36,686                -
    Accounts receivable                               26,228         (270,857)
    Inventory                                         44,559          (71,863)
    Other assets                                           -           (8,127)
    Bank overdraft                                   (25,788)               -
    Accounts payable and other liabilities            43,111         (238,552)
                                                  ----------       ----------
Cash flows from operating activities                (402,393)        (466,255)
                                                  ----------       ----------
Cash flows from investing activities:
Purchases of fixed assets                             (3,238)               -
Purchase of intangible assets                              -         (200,000)
                                                  ----------       ----------
Cash flows from investing activities                  (3,238)        (200,000)
                                                  ----------       ----------
Cash flows from financing activities:
Issuance of notes payable                                  -          105,000
Conversion of debt to common stock                         -          720,442
Payments on subscription receivable                  166,667           78,470
Prepayment on subscription receivable                235,186           12,243
Issuance of preferred stock from advances                  -         (240,148)
                                                  ----------       ----------
Cash flows from financing activities                 401,853          676,007
                                                  ----------       ----------
Increase (decrease) in cash                           (3,778)           9,752

Cash:
Beginning of period                                    3,964            3,664
                                                  ----------       ----------

End of period                                     $      186       $   13,416
                                                  ==========       ==========







                       See notes to financial statements.


                                       4
<PAGE>

                                  VERITEC INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (Unaudited)

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  of
       Regulation S-B.  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  nine-month  period  ended  March  31,  2001 are not  necessarily
       indicative  of the results  that may be expected for the year ending June
       30, 2001. For further information,  refer to the financial statements and
       footnotes  thereto  included in the Company's  Form 10-KSB filing for the
       period ended June 30, 2000.

Company
-------
Veritec Inc. (the  "Company") was  incorporated  in Nevada on September 8, 1982.
The Company is primarily  engaged in the  development,  marketing and sales of a
line of microprocessor-based  encoding and decoding system products that utilize
its patented  Vericode Symbol  technology.  The Company's  VeriSystem  enables a
manufacturer  or  distributor  to attach  unique  identifiers  or coded  symbols
containing   binary   encoded  data  to  a  product  which   enables   automatic
identification  and  collection  of data.  The  Company has also  developed  its
Veritaggant  Covert  Identification  System,  which enables the application of a
label or tag to a product for subsequent  verification of its authenticity.  The
Veritaggant Covert  Identification System is not currently being marketed by the
Company.

Revenue Recognition
-------------------
Revenues from products sales and  engineering  are recognized  when products are
shipped or services are performed.  License fees are recognized  upon completion
of all required terms under the agreement.

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

Intangible Assets
-----------------
On October 12,  1999,  the Company  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 Company has recorded
this purchased  software at cost,  $200,000,  and is amortizing it over 10 years
using the straight-line method.

                                  (Continued)

                                       5
<PAGE>

                                  VERITEC INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (Unaudited)


Computer Software Costs
-----------------------
Pursuant  to  Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 86,
"Accounting for the Costs of Computer  Software to be Sold,  Leased or Otherwise
Marketed," issued by the Financial Accounting Standards Board, the Company is to
capitalize certain software  development and production costs once technological
feasibility  has been  achieved.  Software  development  costs incurred prior to
achieving technological feasibility were expensed as incurred.

Management  determined that technological  feasibility  occurred at the time the
Company's software was available for general release to customers.  Accordingly,
no computer software development costs have been capitalized in the accompanying
financial  statements.  In  accordance  with  SFAS No.  86,  costs  of  software
maintenance and customer support since the software became available for general
release have been charged to expense as incurred.

Long-Lived Assets
-----------------
In accordance with SFAS 121, "Accounting For The Impairment Of Long-Lived Assets
And For Long-Lived Assets To Be Disposed Of," the Company reviews its long-lived
assets  and  intangibles  related  to those  assets  periodically  to  determine
potential  impairment by comparing the carrying value of the  long-lived  assets
outstanding  with estimated future cash flows expected to result from the use of
the  assets,  including  cash  flows  from  disposition.  Should  the sum of the
expected  future cash flows be less than the carrying  value,  the Company would
recognize an impairment  loss. An impairment loss would be measured by comparing
the amount by which the carrying  value exceeds the fair value of the long-lived
assets and intangibles.

Earnings (Loss) Per Share ("EPS")
---------------------------------
Basic EPS  excludes  dilution  and is  computed  by  dividing  net income by the
weighted-average  number of common shares  outstanding for the year. Diluted EPS
reflects the potential  dilution from  conversion of Series H preferred stock or
the  exercise of options  and/or  warrants,  and is computed  using the treasury
stock method.  Under the treasury stock method stock options are assumed to have
been  exercised at the beginning of the period if the exercise price exceeds the
average market price during the period.  The computation of diluted EPS does not
assume conversion, exercise or contingent issuance of securities that would have
an antidilutive effect on the calculation of earnings per share.








                                  (Continued)

                                       6
<PAGE>

                                  VERITEC INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (Unaudited)

Concentrations, Risks and Uncertainties
---------------------------------------
    Subscription Receivable
    -----------------------
    The  Company's  largest  asset  (presented  as a contra equity amount in the
    accompanying  financial statements) is the subscription  receivable from The
    Matthews  Group.  This  subscription  receivable  is  secured by a pledge of
    properties  controlled by a principal of The Matthews Group. The Company has
    not perfected a security interest in the pledged properties and accordingly,
    this note is unsecured.

    Management  has  deemed  this  receivable  to be fully  collectible.  Due to
    uncertainties in the collection process,  however, it is at least reasonably
    possible that  management's  estimate will change during the next year. That
    amount, if any, cannot be estimated.

    Financing Concentration
    -----------------------
    The Company is dependent on The Matthews Group to meet  operating  needs and
    to make payments on secured promissory notes.

    Disputed Liabilities
    --------------------

    The  disputed  liabilities  primarily  relate to the  bankruptcy  period and
    claims  against the Company from before the bankruptcy  period.  The Company
    feels that these  claims are without  merit  and/or were  discharged  in the
    bankruptcy.

    The balance of the disputed  liabilities relate to an agreement entered into
    with a former  employee of the Company.  The Company takes the position that
    these amounts are no longer owing because this former employee  breached the
    terms of this agreement.  The Company has commenced  litigation against this
    former employee for breaching this agreement. See Legal Proceedings.

NOTE 2 - GOING CONCERN

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. As shown in accompanying financial statements,
the Company has incurred recurring net losses. The Company has a working capital
deficiency and a stockholders' deficit. Those conditions raise substantial doubt
about the  Company's  ability to  continue  as a going  concern.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

In September 1999, The Matthews Group committed to:

  * Invest  the  $2,000,000 in assets required under the Plan of Reorganization,
  * Pay  the  delinquent  amounts  due under  the  secured promissory notes, and
  * Finance the operations of the Company.

                                  (Continued)
                                       7
<PAGE>

                                  VERITEC INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (Unaudited)

To date The Matthews Group has funded $351,852 under the subscription receivable
and made  prepayments on the  subscription  receivable of $253,233 to assist the
Company in meeting  its cash flow needs.  The  Matthews  Group has further  made
payments and incurred  costs  totaling  $397,374 on the secured notes to prevent
the secured note holders from  foreclosing.  The Matthews Group has indicated it
will continue to meet its  obligation  under the  subscription  receivable.  The
Matthews Group has further indicated it will continue to fund additional amounts
into the Company as needed.

The Company's  management is aggressively  pursuing new sales  opportunities for
the  Company.   The  Company's   management  is  also  investigating   potential
acquisitions  that are felt to increase the Company's  viability.  Management is
hopeful  it will be  successful  in these  efforts  and that  the  Company  will
continue  as a going  concern  which will allow it to realize  assets and settle
liabilities in the normal course of operations.

Convertible Note - The Matthews Group
-------------------------------------
On  December 1, 2000,  The  Matthews  Group,  LLC paid the note held by the Gant
Group in full. As a result of this payment the liens held by the Gant Group have
been assigned to The Matthews Group.

The terms of the convertible  note payable have yet to be formalized,  but it is
anticipated  this note will bear  interest at 10% and will be  convertible  into
shares  of the  Company's  common  stock at $.10 per  share  consistent  with an
earlier agreement between the Company and The Matthews Group.

Subscription Receivable
-----------------------
In September  1999, the Company  accepted a commitment  from The Matthews Group,
LLC to fund the  $2,000,000  required  under  the Plan of  Reorganization.  This
funding is in the form of a promissory note that calls for 108 monthly  payments
to the Company of $18,518.52.  These  payments are non interest  bearing and are
secured by a pledge of  properties  controlled  by a principal  of The  Matthews
Group. Allegations have been made, but not filed, that the pledged properties do
not  sufficiently  collateralize  the  subscription  receivable  and/or that the
nature,  encumbrances  or ownership of the pledged  properties  was not properly
disclosed.  Regardless  of these  allegations,  the Company has not  perfected a
security  interest  in the  pledged  properties  and  accordingly,  this note is
unsecured.









                                  (Continued)

                                       8
<PAGE>

                                  VERITEC INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (Unaudited)


The present value of the subscription  receivable,  using a ten percent interest
factor, is as follows:

                                Future
                                Dollar      Imputed        Present
                                Amount      Interest        Value
                              ----------   -----------   ----------
  At inception                $2,000,000   $ (684,641)   $1,315,359
  Imputed interest through
    March 31, 2001                     -      170,204       170,204
  Subscription payments
    through March 31, 2001      (351,852)           -      (351,852)
                              ----------   ----------    ----------

  At March 31, 2001           $1,648,148   $ (514,437)   $1,133,711
                              ==========   ==========    ==========


Prepayment on Subscription Receivable
-------------------------------------
Non  interest   bearing   advances  have  been  made  against  the  subscription
receivable. It is assumed the prepayment will also ultimately be applied against
the subscription receivable.

























                                  (Continued)

                                       9
<PAGE>

                                  VERITEC INC.


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

Business Overview:

Financial and Operational Outlook
---------------------------------
Royalties from sales by Mitsubishi continue to be received,  and are anticipated
to bring a stream of revenue into the Company.

The Company  continues to work closely  with its Korean  distributor  to promote
Vericode in various flat panel display manufacturing plants.

The Company has developed a prototype image capture  system,  based on Microsoft
Windows(R)  standards  and  using a USB bus.  Management  anticipates  that this
prototype  will  lead  to the  availability  of a more  competitive  reader  for
Vericode.

The Company recently carried out contract  negotiations with a U.S. customer for
delivery of  Vericode-reading  software,  for incorporation  into the customer's
hardware  system.  The Company hopes that such sales will generate a substantial
amount of  revenue  for the  Company  and reduce or  eliminate  the need for the
Company to design,  manufacture,  and sell hardware.  Management hopes that this
will result in an increase in operating profit.

Several factors may act to reduce the Company's  revenue.  First,  the worldwide
slowdown in electronics manufacturing may constrain Veritec's customers' ability
to make capital improvements.  Second, price competition with Mitsubishi appears
to be intensifying.


Liquidity and Capital Resources:

Results of Operations
---------------------
|------------------------------------------------------------------------|
|              Revenue for the quarter ending March 31,                  |
|------------------|-------------------------|---------------------------|
|                  |                2001     |               2000        |
|------------------|-------------------------|---------------------------|
|Revenues          |             $50,631     |           $840,306        |
|------------------------------------------------------------------------|

Revenues for the quarter were $50,631, down from $840,406 in the same quarter in
2000. The revenues in 2001 resulted from royalty payments from  Mitsubishi.  The
large  decrease  from  2000  reflects  the lack of sales to flat  panel  display
manufactures.






                                       10
<PAGE>
|------------------------------------------------------------------------|
|            Revenue for the nine months ending March 31,                |
|------------------|-------------------------|---------------------------|
|                  |                2001     |               2000        |
|------------------|-------------------------|---------------------------|
|Revenues          |            $175,655     |         $1,072,958        |
|------------------------------------------------------------------------|

Revenues  for the nine months  ending  March 31, 2001 were  $175,655,  down from
$1,072,958 in the same period in the previous  fiscal year.  The revenues in the
current nine months  resulted  from royalty  payments from  Mitsubishi  and from
replacement/repair  sales to flat panel  manufacturers.  The large decrease from
2000  reflects  the lack of sales to flat  panel  display  manufactures  for new
factories.

|------------------------------------------------------------------------------|
|               Operating Expenses for the quarter ending March 31,            |
|--------------------------|------------------------|--------------------------|
|Expense Category          |               2001     |               2000       |
|--------------------------|------------------------|--------------------------|
|Engineering R&D           |            $58,152     |            $68,537       |
|--------------------------|------------------------|--------------------------|
|Sales and Marketing       |            $18,152     |            $40,545       |
|--------------------------|------------------------|--------------------------|
|General and Administrative|           $152,194     |            $47,435       |
|--------------------------|------------------------|--------------------------|
|Total                     |           $229,277     |           $156,517       |
|------------------------------------------------------------------------------|


Expenses  for the quarter were  $229,277,  up 46% from the same quarter in 2000.
This  increase  largely  reflects  costs  associated  with the  addition  of new
employees.

|------------------------------------------------------------------------------|
|          Operating Expenses for the three quarters ending March 31,          |
|--------------------------|------------------------|--------------------------|
|Expense Category          |               2001     |               2000       |
|--------------------------|------------------------|--------------------------|
|Engineering R&D           |           $137,758     |           $160,325       |
|--------------------------|------------------------|--------------------------|
|Sales and Marketing       |            $27,837     |            $73,953       |
|--------------------------|------------------------|--------------------------|
|General and Administrative|           $475,694     |           $155,943       |
|--------------------------|------------------------|--------------------------|
|Total                     |           $641,289     |           $390,221       |
|------------------------------------------------------------------------------|

Expenses for the nine months  ending March 31, 2001 were  $641,289,  up 64% from
the same nine months in the previous fiscal year. This increase largely reflects
costs associated legal fees and with the addition of new employees.

Capital Expenditures and Future Commitments/Customer prepayments
----------------------------------------------------------------
No  capital  expenditures  were made in the  quarter.  An early  pre-payment  of
$135,000  was  received  in  April,  2001  from a  U.S.  customer  for  software
development and licensing.  This customer has agreed to pay an additional $6,500
per  software  and license for  products  delivered  in the next  quarter.  This
prepayment improves the Company's cash position.
                                       11
<PAGE>

                                  VERITEC INC.

                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings

Litigation
----------
As explained more completely in Form 10-KSB filed for the period ending June 30,
2000 by the Company, a shareholder is suing the Company and various  individuals
alleging actions were taken without proper authority of the corporation's  board
of directors and/or contrary to the plan of reorganization the corporation filed
and completed  under Chapter 11 of the U.S.  Bankruptcy  Act. During the quarter
ending December 31, 2000, the California  court granted a motion to transfer the
suit to the Federal  District  Court in  Minnesota.  No further  action has been
taken on this suit at the time of this report.

During the quarter ending March 31, 2001 the Company commenced litigation in the
United States  District Court for the Central  District of California  against a
former  employee,  Mark B. Pinson,  and other unnamed parties alleging that they
violated various terms of a settlement  agreement previously entered into by the
Company and Mr.  Pinson on July 13, 2000.  The  settlement  agreement  provided,
among  other  things,  that Mr.  Pinson a)  complete  various  projects  for the
Company, b)provide training for the Company, and c) maintain the confidentiality
of the Company's proprietary information. This agreement provides for liquidated
damages of $100,000.  The Company has asked the court for an award of liquidated
damages in the amount of $100,000, and for other relief. This legal action is in
its early stages and its ultimate  resolution cannot be determined at this date.
See also Disputed Liabilities.


Item 2.  Change in Securities.

         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.



                                       12

<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

Date of Filing           Items Reported           Financial Statements Filed
--------------           --------------           --------------------------
                           Other Events:
 January 30, 2001       Change in Officers                     None

                        Refinancing of Secured Note

                           Other Events:
 March 13, 2001        Change in Officers                      None

                       Cancellation of Consulting
                       Agreement

                       Hiring of Consultant










                                   SIGNATURES

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

                                  VERITEC INC.

                              By: /s/ Van Thuy Tran
                                 ------------------
                                  Van Thuy Tran
                                    President

Dated May 11, 2001















                                       13