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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM l0-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 for the quarterly period ended MARCH 31, 2009
 OR
 o
    
    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.
  Nevada
    
    95-3954373(State or Other Jurisdiction of
    
    (IRS EmployerIncorporation or Organization)
    
    Identification No.)2445 Winnetka Avenue N. Golden Valley, MN
    
    55427(Address of Principal Executive Offices)
    
    (Zip Code)
 (763) 253-2670
 þ o
 þ o
  Large Accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 Yes o No þ
 Yes þ No o




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TABLE OF CONTENTS
 Page No.PART I
    
    
    3ITEM 1 FINANCIAL STATEMENTS
    
    
    3ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    11ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    13ITEM 4 CONTROLS AND PROCEDURES
    
    
    13PART II
    
    
    14ITEM 1 LEGAL PROCEEDINGS
    
    
    14ITEM 1A RISK FACTORS
    
    
    14ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    14ITEM 6 EXHIBITS
    
    
    15SIGNATURES
    
    
    16Exhibit 10.1Exhibit 10.2Exhibit 10.3Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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ITEM 1 FINANCIAL STATEMENTS
 VERITEC, INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    June 30,2009
    
    
    2008(Unaudited)ASSETSCurrent Assets:Cash
    
    $
    55,340
    
    
    $
    334,702Accounts receivable, net
    
    
    42,057
    
    
    
    35,125Inventories
    
    
    8,510
    
    
    
    30,632Prepaid expenses
    
    
    4,350
    
    
    
    3,150Total Current Assets
    
    
    110,257
    
    
    
    403,609Property and Equipment, net
    
    
    96,569
    
    
    
    81,901Other assets
    
    
    43,756
    
    
    
    43,756Total Assets
    
    $
    250,582
    
    
    $
    529,266LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current Liabilities:Accounts payable
    
    $
    156,524
    
    
    $
    128,498Accrued expenses
    
    
    358,605
    
    
    
    214,018Total Current Liabilities
    
    
    515,129
    
    
    
    342,516Notes payable
    
    
    437,473
    
    
    
    Commitments and ContingenciesStockholders Equity (Deficit):Convertible preferred stock, par value $1.00; authorized
10,000,000 shares, 276,000 shares of Series H authorized,
1,000 shares issued
    
    
    1,000
    
    
    
    1,000Common stock, par value $.01; authorized 20,000,000 shares,
15,115,088 shares issued
    
    
    151,151
    
    
    
    151,151Additional paid-in capital
    
    
    13,738,167
    
    
    
    13,674,471Accumulated deficit
    
    
    (14,592,338
    )
    
    
    (13,639,872
    )Total Stockholders Equity (Deficit)
    
    
    (702,020
    )
    
    
    186,750Total Liabilities and Stockholders Equity (Deficit)
    
    $
    250,582
    
    
    $
    529,266
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VERITEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three months ended March 31,2009
    
    
    2008License and other revenue
    
    $
    75,672
    
    
    $
    317,244Cost of Sales
    
    
    105,697
    
    
    
    38,635Gross Profit (Loss)
    
    
    (30,025
    )
    
    
    278,609Operating Expenses:Selling, general and administrative
    
    
    545,200
    
    
    
    300,443Research and development
    
    
    138,446
    
    
    
    127,062Total Operating Expenses
    
    
    683,646
    
    
    
    427,505Loss from Operations
    
    
    (713,671
    )
    
    
    (148,896
    )Other Income:Interest income
    
    
    1,701
    
    
    
    2,615Interest expense
    
    
    (4,555
    )
    
    
    Total Other Income (Expense)
    
    
    (2,854
    )
    
    
    2,615Net Loss
    
    $
    (716,525
    )
    
    $
    (146,281
    )Loss Per Common ShareBasic and Diluted
    
    $
    (0.05
    )
    
    $
    (0.01
    )
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VERITEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Nine months ended March 31,2009
    
    
    2008License and other revenue
    
    $
    776,531
    
    
    $
    970,886Cost of Sales
    
    
    233,644
    
    
    
    124,327Gross Profit
    
    
    542,887
    
    
    
    846,559Operating Expenses:Selling, general and administrative
    
    
    1,121,632
    
    
    
    972,408Research and development
    
    
    372,819
    
    
    
    417,338Total Operating Expenses
    
    
    1,494,451
    
    
    
    1,389,746Loss from Operations
    
    
    (951,564
    )
    
    
    (543,187
    )Other Income:Interest income
    
    
    3,653
    
    
    
    16,671Interest expense
    
    
    (4,555
    )
    
    
    Gain on sale of property and equipment
    
    
    
    
    
    
    985Total Other Income (Expense)
    
    
    (902
    )
    
    
    17,656Net Loss
    
    $
    (952,466
    )
    
    $
    (525,531
    )Loss Per Common ShareBasic and Diluted
    
    $
    (0.06
    )
    
    $
    (0.03
    )
   Page 5 of 35




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VERITEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine months ended March 31,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (952,466
    )
    
    $
    (525,531
    )Adjustments to reconcile net loss to net cash used by operating activities:Depreciation
    
    
    32,807
    
    
    
    24,152Amortization of software license
    
    
    
    
    
    
    25,000Stock based compensation
    
    
    151,614
    
    
    
    56,060Amortization of discount on notes payable
    
    
    800
    
    
    
    Interest income added to note receivable from RBA
    
    
    
    
    
    
    (5,284
    )Services applied to reduce note receivable from RBA
    
    
    
    
    
    
    57,750Gain on sale of property and equipment
    
    
    
    
    
    
    (985
    )Reverse allowance for note receivable from RBA
    
    
    
    
    
    
    (48,000
    )Interest added to notes payable
    
    
    3,755
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (6,932
    )
    
    
    (16,754
    )Inventories
    
    
    22,122
    
    
    
    6,360Prepaid expenses
    
    
    (1,200
    )
    
    
    14,675Accounts payables and accrued expenses
    
    
    67,613
    
    
    
    (165,687
    )Net cash used by operating activities
    
    
    (681,887
    )
    
    
    (578,244
    )CASH FLOWS FROM INVESTING ACTIVITIESPurchases of property and equipment
    
    
    (47,475
    )
    
    
    (25,917
    )Advances on note receivable
    
    
    
    
    
    
    (50,950
    )Collection on notes receivable from RBA
    
    
    
    
    
    
    125,000Proceeds from sale of property and equipment
    
    
    
    
    
    
    985Purchase of patent
    
    
    
    
    
    
    (25,000
    )Net cash provided (used) by investing activities
    
    
    (47,475
    )
    
    
    24,118CASH FLOWS FROM FINANCING ACTIVITIESProceeds from notes payable
    
    
    450,000
    
    
    
    Proceeds on subscription receivable (including $9,370 interest credited
to additional paid-in capital)
    
    
    
    
    
    
    166,667Net cash provided by financing activities
    
    
    450,000
    
    
    
    166,667NET DECREASE IN CASH
    
    
    (279,362
    )
    
    
    (387,459
    )CASH AT BEGINNING OF PERIOD
    
    
    334,702
    
    
    
    790,089CASH AT END OF PERIOD
    
    $
    55,340
    
    
    $
    402,630NONCASH ACTIVITIESIssuance of warrants for notes payable
    
    $
    17,082
    
    
    $
    Issuance of common stock for accrued expenses
    
    
    
    
    
    
    27,450
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® ®
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Numberof
    
    
    Weighted - AverageShares
    
    
    Exercise PriceOutstanding at June 30, 2008
    
    
    267,749
    
    
    $
    0.82Granted
    
    
    464,000
    
    
    $
    0.29Outstanding at March 31, 2009
    
    
    731,749
    
    
    $
    0.48
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ITEM 2 MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Results of Operations  March 31, 2009 compared to March 31, 2008
  License and Other Revenues
   Cost of Goods Sold
  Operating Expenses
    Page 11 of 35




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Other Income (Expense)
  Liquidity
  Unsecured Note Payable/Subscription Agreement
  Commitments and Contractual Obligations
     Page 12 of 35




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Off-Balance Sheet Arrangements
  Critical Accounting Policies
       
 ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4 CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   Page 13 of 35




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Internal Control over Financial Reporting
  
  
 ITEM 1 LEGAL PROCEEDINGS
     
 ITEM 1A RISK FACTORS
  
 ITEM 2 UNRESTRICTED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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ITEM 6 EXHIBITS
 10.1
    
    
    Subscription Agreement and Letter of Investment Intent.10.2
    
    
    Unsecured Term Promissory Note.10.3
    
    
    Warrant to Purchase Common Stock.31.1
    
    
    CEO Certification required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.31.2
    
    
    CFO Certification required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.32.1
    
    
    Veritec, Inc. Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of
2002(18 U.S.C. §1350).32.2
    
    
    Veritec, Inc. Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. §1350).
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SIGNATURES
  VERITEC, INC.By
    
    /s/ Jeffrey Hattara
    
    May 15, 2009Jeffrey HattaraPresident, Chief Executive Officer and Interim Chief Financial OfficerBy
    
    /s/ Van Tran
    
    May 15, 2009Van TranExecutive Chairman of the Board
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EXHIBIT INDEX
 ExhibitNo.
    
    Description10.1
    
    
    Subscription Agreement and Letter of Investment Intent.10.2
    
    
    Unsecured Term Promissory Note.10.3
    
    
    Warrant to Purchase Common Stock.31.1
    
    
    CEO Certification required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.31.2
    
    
    CFO Certification required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.32.1
    
    
    Veritec, Inc. Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(18
U.S.C. §1350).32.2
    
    
    Veritec, Inc. Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. §1350).
  Page 17 of 35