________________________________________________________________________________

                       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, 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)

                     1163 Kruse St., WEST ST. PAUL MN 55118
  ----------------------------------------------------------------------------
               (Address of principal executive offices, zip code)

                                  651-552-9215
              ----------------------------------------------------
              (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 March 31, 2002 the company had:

                        Number of Shares of Common Stock
            -------------------------------------------------------
                                    6,720,849
            -------------------------------------------------------

                                       1
<PAGE>






Table of Contents



                                   FORM 10-QSB
                                  VERITEC, INC.



                                      INDEX
                                                                   Page
PART I.            FINANCIAL INFORMATION                            3

Item 1             Financial Statements                             3

Item 2             Management's Discussion and Analysis of          8
                   Financial Condition and Plan of Operation

PART II.           OTHER INFORMATION                               11

Item 6             Exhibits and Reports on Form 8-K                11

SIGNATURES                                                         11




























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


                                   VERITEC INC
                                 BALANCE SHEETS
                                   (unaudited)

                                                      31-Mar-02      30-June-01
Assets                                             ------------    ------------
Current Assets
Cash                                                       --      $     10,267
Receivables                                             181,596           3,938
Inventories                                                --              --
Prepaids                                                   --             9,792
                                                   ------------    ------------
Total Current Assets                                    181,596          23,997

Fixed Assets (net)                                       11,981          17,740
Intangible assets (net)                                 103,339         133,336
                                                   ------------    ------------

Total Assets                                            296,916         175,073
                                                   ============    ============
LIABILITIES & SHAREHOLDERS' EQUITY (DEFICIT)

Current Liabilities

Notes payable                                      $     37,362    $     25,000
Notes Payable (secured)                                 397,374         397,374
Bank overdraft                                           46,584           5,862
Accounts payable & accrued expenses                     183,741         516,030
                                                   ------------    ------------
Total current liabilities                               665,062         944,266
                                                   ------------    ------------
Prepayment on stock & subscription                      372,011         219,678
receivable                                         ------------    ------------

Stockholders' equity (deficit)
Preferred stock, par value $1.00,                       366,007         366,007
authorized 10,000,000 shares, 275,000
shares of Series H authorized
Common stock, par value $.01, authorized                 67,208          66,959
20,000,000 shares
Subscription receivable                              (1,004,730)     (1,106,271)
Additional paid in capital                           11,720,147      11,613,478
Accumulated deficit                                 (11,888,789)    (11,929,044)
                                                   ------------    ------------
Stockholders' equity (deficit)                         (740,157)       (988,871)
                                                   ------------    ------------
Total liabilities & stockholders' equity
(deficit)                                               296,916         175,073
                                                   ============    ============

                       See Notes to Financial Statements.

                                       3
<PAGE>

                                   VERITEC INC
                            STATEMENTS OF OPERATIONS
                                   (unaudited)

                                  For the 9 month period  For the 3 month period

                                   31-Mar-02   31-Mar-01   31-Mar-02   31-Mar-02
                                   --------    --------    --------    --------
Total Revenues                      494,538     148,297     117,897      43,771

Cost of Sales                          --        51,921        --        32,612
                                   --------    --------    --------    --------
Gross Profit                        494,538      96,376     117,897      11,159

Sales Commission                       --         4,247        --         1,760
                                   --------    --------    --------    --------

Gross profit after commissions &
warranty                            494,538      92,129     117,897       9,399

Expenses:

Administration                      366,551     335,971     194,766     142,966
Sales & Marketing                     9,455       8,905       2,050       8,905
Engineering & R&D                   236,473      79,606      81,901      77,913
                                   --------    --------    --------    --------

Total Operating Expenses            612,479     424,482     278,717     229,784

Income (loss) from operations      (117,941)   (332,353)   (160,820)   (220,385)

Debt Forgiveness                    188,417      70,429
Interest Income (expense) net       (30,221)    (27,782)     (9,795)    (21,167)
                                   --------    --------    --------    --------

Total other income (expense)        158,195     (27,782)     60,633     (21,167)
                                   --------    --------    --------    --------

Net Income (loss)                    40,255    (360,135)   (100,187)   (241,552)

Earning (loss) per share               0.01       (0.05)      (0.01)      (0.04)











                       See Notes to Financial Statements.



                                       4
<PAGE>


                                   VERITEC INC
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                      For the Nine Months Ending

                                                        31-Mar-02      31-Mar-01
                                                        --------       --------
Cash flow from operating activities
-----------------------------------
Net income (loss)                                         40,255       (360,135)

Adjustments to reconcile net income (loss) to net cash from operating activities

Debt Forgiveness                                        (188,417)          --
Depreciation and amortization                             35,756         22,162

(Increase) decrease in assets
Receivables                                             (177,658)        40,113
Inventories                                                 --           29,310
Prepaids                                                   9,792           (400)

Increase (decrease) in liabilities

Accounts payable & accrued expenses                     (143,872)        69,116
Changes in secured liabilities                            12,362           --
Bank overdraft                                            40,722           --
Purchase of tangible assets                                 --           (3,238)
                                                        --------       --------

Net cash used by operating activities                   (371,059)      (203,072)

Cash flow from financing activities
-----------------------------------
Issuance of notes payable                                   --           36,686
Prepayment on subscription receivable                    152,333          3,889
Subscription receivable                                  101,541         51,572
Issuance of stock                                            249          1,252
Additional Paid in Capital                               106,669        116,334
                                                        --------       --------

Net cash provided by financing activities                360,792        209,733

Increase (Decrease) in Cash Position                     (10,267)         6,661
Cash at beginning of the period                           10,267          3,964
                                                        --------       --------

Cash at the end of the period                               --           10,625
                                                        ========       ========



                       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 nine-month period ended March 31, 2002
are not necessarily  indicative of the results that may be expected for the year
ended June 30, 2002. For further information,  refer to the financial statements
and footnotes  thereto  included in the Company's Form 10-KSB for the year ended
June 30, 2001.

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.

Use of 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.




                                       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.  The
company has  experienced no losses in these accounts and believes that it is not
exposed to any significant risk of loss on its cash balances.  The cost and fair
market value of any financial instruments held are approximately equal.

Revenues
--------
         Revenues from products and  engineering  sales are recognized  when the
products  are shipped and  services  preformed.  Royalties  and license fees are
recognized upon completion of the terms of the applicable agreement.

         Foreign-based  revenue  accounted for 100% of the revenues  earned from
sales of product and royalties  during this  quarter.  All sales of products for
the  quarter  were  received  in United  States  dollars.  There was no currency
exchange risk.

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

Other Information
-----------------
         None.





















                                       7
<PAGE>


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

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


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

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

                                              (unaudited) (unaudited) increase
                                              31-Mar-02   31-Mar-01   (decrease)
                                              --------    --------    --------

Notes Payable (secured)                        434,737     397,374      37,363
Convertible note (secured)
Bank overdraft                                  46,584        --        46,584
Accounts payable & accrued expenses            183,741     538,498    (354,757)
                                              --------    --------    --------
Total liabilities                              665,062     935,872    (270,810)
                                              ========    ========    ========


Debt forgiveness of $188,417,  the elimination of hardware purchases as a result
of  concentration  on software  development and the Company's  efforts to reduce
debt through better  management of cash has produced a significant  reduction in
the Accounts Payable balance.

         Our working capital is shown below.

                                                31-Mar-02           31-Mar-01
                                                (unaudited)         (unaudited)
                                                -----------         -----------
Working capital (deficit)                          (474,180)           (478,251)
                                                ===========         ===========


We do not expect  revenues  from  operations  to be  adequate to meet all of our
costs and expenses for the remainder of the fiscal year. We must secure adequate
and stable financing to allow us to meet the selling  opportunities  that exist.
We are continuing to solicit present  customers,  develop future customers,  add
sufficient  staff,  and raise  additional  investment  in order to increase  our
sales.  However,  there is no assurance that any of these efforts will result in
additional sales sufficient to generate  adequate revenues to meet the costs and
expenses of operations.








                                       8
<PAGE>

Financial and Operational Outlook
---------------------------------
Revenues  for the nine months ended March 31,  2002,  and March 31,  2001,  were
$494,538, and $148,297, respectively. The increased revenue for 2002 is a direct
result  of  the  company's  focus  to  develop  new  customer  sales.  Sales  of
VeriCode(R)  readers,  software,  and royalties from Mitsubishi  generated these
revenues.

Results of Operations
---------------------
         The  quarter's  revenue of $117,897  represents  a 269%  increase  from
$43,771  in the same  quarter  in  2001.  The  nine-month  revenue  of  $494,538
represents a 333% increase from the same period of the previous year.  Purchases
in  this  industry  fluctuate,  as new  factories  are  opened,  so  significant
quarterly  fluctuations can be expected. The cost of sales decreased from 35% of
revenue in the quarter  ended March 31, 2001 to 0% for the most recent  quarter.
This  significant  improvement  reflects  our  goal to  concentrate  on  selling
software rather than hardware.

         Operating  expenses  increased for the quarter ended March 31, 2002, to
$278,717.  This  represents  a 21%  increase  from  the  same  quarter  in 2001.
Operating  expenses  increased  for the nine  months  ended March 31,  2002,  to
$612,479.  This  represents a 44% increase from the same three quarters in 2001.
This increase  includes a significant  increase in Engineering  and Research and
Development,  which  was a result of  additional  engineering  staff,  increased
travel costs and legal fees for  defending the  Company's  patents.  In the nine
months  ended March 31, 2002 the company  wrote off disputed  payables  totaling
$188,417 after receiving  notification  from the payees that the debts would not
be pursued,  resulting in a positive  impact to the  statement of  operations as
shown in the category "Other Income."



                                       Operating Expenses for the 9 months ended
                                       March 31,
Expense category                                2002         2001     Increase/
                                                                      (decrease)

General and Administrative                   366,551      335,971       30,580
Sales and marketing                            9,455        8,905          550
Engineering, R&D                             236,473       79,606      156,867
                                             -------      -------      -------
                                             612,479      424,482      187,997
                                             =======      =======      =======


Capital Expenditures and Future Commitments
-------------------------------------------
         No capital expenditures for equipment were made during the period.

         On January 30,  2002,  the Company  and The  Matthews  Group LLC formed
Veritec Iconix Ventures,  Inc.  ("VIVI"),  a Delaware  corporation.  Each of the
Company and The Matthews Group LLC own 50% of the  outstanding  shares of common



                                       9
<PAGE>

stock of VIVI. The Matthews Group LLC,  together with its affiliates,  also owns
1,404,479,  or 20.09%,  of the  outstanding  shares of the Company.  In February
2002, the Company advanced $500 to VIVI to open it's checking account.  In April
2002 The  Matthews  Group loaned  $100,000 to the Company,  $50,000 of which the
Company subsequently used to makes its initial capital contribution to VIVI. The
Promissory  Note to The Matthews  Group LLC bears  interest at a rate of 10% per
annum and is due in one year.  Additionally,  the Promissory Note is convertible
into common stock of the Company 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 common stock of the Company and $100,000 in U.S. dollars.  The 150,000
shares  contributed  by the  Company  represented  newly  issued  shares  of the
Company.  The 150,000 shares  contributed  by The Matthews  Group  represented a
portion of the shares already owned by it.

Factors that may affect future results.
---------------------------------------
         The  Matthews  Group  continues  to make  payments  to the  Company  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.  We will require  financing  in excess of the Matthews  Group's
commitment until revenue  increases  sufficiently to cover our expenses.  We are
seeking  capital from various  sources,  but there is no assurance that adequate
capital can be raised. There is no formal commitment on the part of the Matthews
Group or any other person to provide additional cash.

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






















                                       10
<PAGE>


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

Item 1.  Legal Proceedings.
---------------------------
         As explained  more  completely  in our Form 10-KSB filed for the period
ending June 30, 2000, a shareholder is suing the company and various individuals
alleging that 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. This action is
currently pending.

         We have filed a lawsuit against Veri-Code  Systems,  Inc. for trademark
infringement. This action is currently pending.


Item 2.  Changes 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.

Item 6.  Exhibits and Reports on Form 8-K.
------------------------------------------
         None.



                                   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:       May 14th, 2002                      /s/  Van Tran
         ------------------------------         --------------------------------
                                                     Van Tran - CEO




                                       11