SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

     [X]  QUARTERLY REPORT PURSUANT TO SECTON 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the quarterly period ended March 31, 2003

     [ ]  TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 (No Fee Required)

                           Commission file No. 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 May 15, 2003 the Company had:

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



                                       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
         Financial Condition and Plan of Operation                         10
Item 3   Controls and Procedures                                           14

PART II. OTHER INFORMATION                                                 14

Item 6   Exhibits and Reports on Form 8-K                                  15

SIGNATURES                                                                 15

































                                       2
<PAGE>
                          PART I. FINANCIAL INFORMATION
                          -----------------------------
                          Item 1. Financial Statements
                          ----------------------------
                                  VERITEC, INC.
                                 BALANCE SHEETS
                                   (Unaudited)
ASSETS                                                 31-Mar-03      30-Jun-02
Current Assets                                       ------------   ------------

Cash                                                     $23,645         $1,260
Receivables                                               70,040         98,287
Prepaids*                                                    454          2,517
                                                     ------------   ------------
Total Current Assets                                      94,139        102,064

Fixed Assets (net)                                         5,629         11,234
Software Costs (net)                                      69,284         93,333
Investment -VIVI, Net of Valuation Allowance               7,363         76,588
Notes Receivable - VIVI, Net of Allowance                 50,670         10,300
                                                     ------------   ------------
Total Assets                                             227,085        293,519
                                                     ============   ============
LIABILITIES & SHAREHOLDER'S EQUITY (DEFICIT)
Current Liabilities

Notes Payable - related parties                         $280,000       $100,000
Convertible Note - related party                         397,374        397,374
Current Maturities of Long Term Debt                      12,183         23,533
Bank Overdraft                                                 -         35,523
Accounts Payable & Accrued Expenses                      549,158        217,492
                                                     ------------   ------------
Total Current Liabilities                              1,238,715        773,922
                                                     ------------   ------------
Long-term Debt                                                 -          8,163
                                                     ------------   ------------
Prepayment on Stock & Subscription Receivable            290,289        381,956
                                                     ------------   ------------
Total Liabilities                                      1,529,004      1,164,041
                                                     ------------   ------------
Stockholders' Equity (Deficit)

Preferred Stock, par value $1.00, authorized
  10,000,000 shares, 275,000 shares of                   366,007        366,007
  Series H authorized
Common Stock, par value $0.01, authorized
  20,000,000 shares                                       69,468         69,469
Subscription Receivable                                 (893,813)      (989,417)
Additional Paid in Capital                            11,866,172     11,795,109
Foreign currency translation adjustments                       -              -
Accumulated Deficit                                  (12,709,753)   (12,111,690)
                                                     ------------   ------------
Stockholders' Equity (Deficit)                        (1,301,919)      (870,522)
                                                     ------------   ------------
Total Liabilities & Shareholders' Equity (Deficit)       227,085        293,519
                                                     ============   ============
* Redeem Pat Summerall, Credit to A/P until Status Determined.
                        See Notes to financial statements
                                       3
<PAGE>


                                  VERITEC, INC.
                             STATEMENT OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          For the 9 Month Period      For the 3 Month Period
                                                          31-Mar-03     31-Mar-02     31-Mar-03    31-Mar-02
<S>                                                       <C>            <C>           <C>          <C>
Total Revenue                                              $733,343      $494,538      $236,660     $117,897
                                                           --------      --------      --------     --------

Operating Expenses:

Sales & Marketing                                            56,593         9,455        13,818        2,050
Engineering/Research & Development                          277,403       236,473        79,407       81,901
Administration                                              799,895       336,551       361,517      184,766
Amortization                                                 29,999        30,000        10,000       10,000
                                                             ------        ------        ------       ------

Total Operating Expenses                                  1,163,890       612,479       464,741      278,717
                                                          ---------       -------       -------      -------

Income (Loss) from Operations                             (430,547)     (117,941)     (228,081)    (160,820)
                                                           -------       -------       -------      -------

Debt Forgiveness                                                  -       188,417             -       70,429
Earnings (Loss) on Investment - VIVI                       (61,863)             -      (42,464)            -
Impairment Loss - VIVI                                      (7,363)             -       (7,363)            -
Interest Income (Expense) net                              (48,291)      (30,221)      (16,770)      (9,795)
                                                           --------      --------      --------      -------

Total Other Income (Expenses)                             (167,517)       158,196     (116,596)       60,634
                                                          ---------       -------     ---------       ------

Net Income (Loss)                                        $(598,064)       $40,255    $(344,678)   $(100,186)

Earnings (Loss) per Share                                   $(0.09)         $0.01       $(0.05)      $(0.01)
                                                            -------         -----       -------      -------

STATEMENT OF COMPREHENSIVE INCOME

Net Income                                               $(598,064)       $40,255    $(344,678)   $(100,186)
Foreign Currency Translation Adjustment                       (995)             -       (1,095)            -
                                                              -----             -       -------            -
Comprehensive Income (Loss)                              $(599,059)       $40,255    $(345,773)   $(100,186)
                                                         ----------       -------    ----------   ----------

Allowance for Doubtful Accounts - VIVI                     (50,000)             -      (50,000)            -
                                                           --------             -      --------            -
</TABLE>








                        See Notes to financial statements


                                       4
<PAGE>
                                  VERITEC, INC.
                             STATEMENT OF CASH FLOW
                                   (Unaudited)
                                                            Nine Months Ended
                                                        31-Mar-03     31-Mar-02
                                                        ---------     ---------
Cash Flow from Operating Activities

Net Income (Loss)                                       $(598,064)    $  40,255

Adjustments to Reconcile Net Income (Loss)
     to Net Cash from operating activities:
Debt Forgiveness                                                -      (188,417)
Depreciation & Amortization                                35,604        35,756
Earnings (Loss) on Investment - VIVI                       61,863             -
Allowance for Doubtful Accounts - VIVI                     50,000             -
Impairment Allowance - VIVI                                 7,363

(Increase) Decrease in Assets:
     Receivables                                           28,247      (177,658)
     Prepaids                                              18,349         9,792

Increase (Decrease) in Liabilities:

Accounts Payable & Accrued Expenses                       315,380      (143,872)
                                                        ---------     ---------
Net Cash Used by Operating Activities                     (81,258)     (424,144)
                                                        ---------     ---------
Cash Flows from Investing Activities:
     Notes Receivable - VIVI                              (90,370)            -
     Capital Purchases                                     (5,950)            -
                                                        ---------     ---------
     Net Cash Flows from Investing Activities             (96,320)            -
                                                        ---------     ---------
Cash Flows from Financing Activities:
     Bank Overdraft                                       (35,523)       40,722
     Proceeds of Notes Payable - Related Parties          180,000        12,362
     Payments on Notes Payable - Related Parties                -             -
     Prepayment on Subscription Receivable                (91,667)      152,333
     Payments on Subscription Receivable                   95,604       101,541
     Payments on Long Term Debt                           (19,513)            -
     Issuance of Stock                                         (1)          249
     Additional Paid in Capital                            71,063       106,669
                                                        ---------     ---------

     Net Cash Provided by Financing Activities            199,963       413,876
                                                        ---------     ---------

     Increase (Decrease) in Cash Position                  22,385       (10,268)
     Cash at Beginning of Period                            1,260        10,268
                                                        ---------     ---------

     Cash at End of Period                              $  23,645            $-
                                                        =========     =========

                       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,  2003 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 March 31, 2003 and June 30, 2002.  Management  did provide a reserve
of $50,000  to offset the  current  balance  of a  $100,000  recorded  as a Note
Receivable from VIVI.

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 performed.  License fees are recognized upon completion of all required
terms under the 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,
at which point we recognize  revenue.  Upon  transmittal  of the  software,  the
customer has no right of refusal or return. 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  $344,678  during  the  quarter  ended  March 31,  2003,
$598,064  during the nine  months  period  ended March 31,  2003,  and have lost
$12,709,753  from  inception  to March 31,  2003.  At March 31,  2003,  we had a
$1,144,576 working capital deficiency and a stockholders' deficit of $1,301,919.
Those  conditions  raise  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 formed 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.

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

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

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





                                       8
<PAGE>

Although VIVI has incurred  losses since its acquisition in April 2002, VIVI has
established  a presence in the Asian market,  filed patents in Asian  countries,
assisted in the  development  of new software and  supported  Veritec in several
engineering projects.

Reduction of expenditures  by VIVI for the fourth quarter has been  accomplished
by downsizing the operations and focusing on the development of software and the
development of Asian sales.

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

                                                      31-Mar-03      30-Jun-02*
Balance Sheet:                                      -----------     -----------
     Current Assets                                 $   543,424     $   498,739
     Fixed Assets                                         5,934           7,526
     Other Assets                                       146,184         126,521
                                                    -----------     -----------

          Total Assets                              $   695,542     $   632,786
                                                    ===========     ===========

     Current Liabilities                            $   229,476     $   242,921
     Long-Term Liabilities                              464,786         236,689
     Equity                                             230,756         153,176
                                                    -----------     -----------

          Total Liabilities and Equity              $   695,542     $   632,786
                                                    ===========     ===========


Operating Results (1-Apr-02 to 30-Jun-02*)            31-Mar-03      30-Jun-02*
                                                    -----------     -----------
     Revenue                                        $ 1,102,399     $   309,324
     Costs of Goods Sold                               (642,688)       (159,282)
     Selling, general and administrative               (561,818)       (166,516)
     Other Income (Expense)                              63,336           1,079
     Other Tax Expense                                   (1,116)           (429)
                                                    -----------     -----------

          Net Loss                                  $   (39,887)    $   (15,824)
                                                    ===========     ===========

*The VIVI  investment  was made on April 1, 2002.  Therefore,  the June 30, 2002
column represents only three months of results.

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

The Matthews Group has made prepayments against its Subscription  Payable to us.
These prepayments are unsecured and non-interest  bearing. The prepayments as of
March 31, 2003 were applied against the subscription receivable.

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

                                       9
<PAGE>

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.

At March 31, 2003, The Matthews Group had made  prepayments of $290,289  towards
scheduled payments due on the subscription receivable.  The Matthews Group could
use this  prepayment to satisfy the next fifteen  scheduled  payments due on the
subscription  receivable at March 31, 2003.  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.

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
-------------------------------

Our working capital is shown below.
-----------------------------------
                                                        31-Mar-03     31-Mar-02
                                                       (Unaudited)   (Unaudited)

Working Capital (deficit)                             $(1,144,575)    $(474,180)
                                                      ============    ==========
Debt owed by us at March 31, 2003 was as follows:

                                            31-Mar-03    31-Mar-02     Increase
                                           (Unaudited)  (Unaudited)   (Decrease)

Notes Payable - Related Parties            $  280,000   $   37,363   $  242,637
Convertible Note - Related Parties            397,374      397,374            -
Bank Overdraft                                      -       46,584      (46,584)
Accounts Payable & Accrued Expenses           532,872      183,741      349,131
                                           ----------   ----------   ----------

Total Current Liabilities                  $1,210,246   $  665,062   $  545,184
                                           ==========   ==========   ==========
                                      10
<PAGE>


A number of uncertainties  exist that may affect our future  operating  results.
These uncertainties include the uncertain economic conditions, market acceptance
of our  products and our ability to manage  expense  growth.  We have  sustained
significant losses and expect the losses will continue through the end of 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.

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 nine months ended March 31,  2003,  and March 31,  2002,  were
$733,343, and $494,538, respectively. The increased revenue for 2003 is a result
of increased software sales, primarily overseas.  Royalty income from Mitsubishi
has stopped as a result of the  arbitration  proceedings  (See Part II, Item 1 -
"Legal Proceedings").

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

The  quarter's  revenue of $236,660  represents a 100% increase from $117,897 in
the same quarter in 2002. Purchases in this industry fluctuate, as new factories
are opened, so significant quarterly fluctuations can be expected.  Negotiations
are still in progress to establish  additional  distributors  for product sales.
Although we cannot provide any assurance,  we have seen our current  distributor
business  increase and we believe that additional  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 March 31, 2003, to $464,741
compared to $278,717  in 2002.  This  represents  a 67%  increase  from the same
quarter  in  2002.   Sales  and  marketing,   engineering  and  development  and
amortization remained relatively constant between years. Administrative expenses
increased in the  three-month  period from March 31, 2003 over March 31, 2002 by
$176,751.  The majority of this  increase  related to legal fees incurred in the


                                       11
<PAGE>

Mitsubishi  arbitration  and costs  associated with complying with the Company's
public reporting requirements.  The company is in the final stages of completion
of required  public  reporting  changes and thus should have all cost  completed
before  the end of the  fourth  quarter.  Given  the  limited  funds  available,
management continually evaluates personnel needs and other related costs. During
the quarter one new position was created.

Non-operating  income for the nine  months  ended March 31, 2003 shows an income
from  investment in VIVI,  our Japanese  operation,  of ($61,863).  In addition,
valuation allowances were taken against VIVI as follows:

o        Investments       50%      $(7,363)
o        Notes Receivable  50%      $(50,000)




Operating Expenses for the 3 months ended March 31, 2003:

                                                                       Increase
                                                2003         2002     (Decrease)
Expense Category

Sales and Marketing                         $  13,818    $   2,050    $  11,768
Engineering/ Research & Development            79,407       81,901       (2,494)
Administration                                361,517      184,766      176,751
Amortization                                   10,000       10,000            -
                                            ---------    ---------    ---------

                                            $ 464,741    $ 278,717    $ 186,024
                                            =========    =========    =========


Capital
-------

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

Capital  expenditures  for patents made during the quarter  ended March 31, 2003
totaled $5,950.

On January 30, 2002,  Veritec  Inc.  and The  Matthews  Group LLC formed VIVI, a
Delaware corporation.  Each company owns 50% of the outstanding shares of common
stock of VIVI.  In April 2002,  The  Matthews  Group  loaned  Veritec  $100,000,
$50,000  of  which  Veritec  subsequently  used  to  make  its  initial  capital
contribution  to VIVI. The promissory  note to The Matthews Group bears interest
at a rate of 10% per annum and is due in one year (April,  2003).  However as of
May 15, 2003 the promissory note has not been paid. Additionally, the promissory
note is convertible into our common stock at a price of $0.25 per share.

As of March 31,  2003,  we recorded an  allowance  of $50,000 to offset the VIVI
Note Receivable.  Because of VIVI's poor performance,  we are unsure whether the
company will  continue.  We are in the process of  downsizing  VIVI and reducing


                                       12
<PAGE>

it's expenses to allow VIVI to continue its operations;  therefore, we have only
established a partial allowance for the current receivable.


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 will be beyond that generated from operations.

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

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

At March 31, 2003 The Matthews Group had made  prepayments  of $290,289  towards
scheduled payments due on the subscription receivable.  The Matthews Group could
use this  prepayment to satisfy the next fifteen  scheduled  payments due on the
subscription  receivable at March 31, 2003.  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
continue  to  partially  fund cash needs in 2003.  Due to the long  sales  cycle
related to our products, it was anticipated that cash from these new sales would
be weighted  toward the latter part of 2003. It now appears that the anticipated
cash from sales will at best be seen early in the next fiscal year. For 2003, we
enlisted distributors to help market our products.  Additional distributors have
shown  interest  in  representing  our  products.  We  already  have and hope to
continue generating 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 new  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.




                                       13
<PAGE>

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


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

We currently  employ 5 employees.  All of our employees  report  directly to the
CEO. We have regular meetings to review our business and operations. Our CEO and
CFO have  reviewed  our  disclosure  controls  and  procedures  and,  given  the
simplicity of our business,  they have  concluded our current system is adequate
to report all material  events and  information  necessary to ensure  compliance
with our disclosure requirements.

                            PART II OTHER INFORMATION

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

We were named in a suit  brought by a  stockholder  and former  director  of the
company,  Wolodymyr M. Starosolsky.  The plaintiff  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.  Since
that time,  the only action the  plaintiff  has taken to  prosecute  the case in
Minnesota  was to serve the company  with  written  discovery  requests in April
2003.  Because of the early  stage of this case,  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. We are in  negotiations
with  Mitsubishi to settle this matter,  and we hope to finalize a settlement in
the fourth quarter of 2003.

We filed a lawsuit against  Robotic Vision  Systems,  Inc. on March 20, 2003, in
the United States District Court for the District of Massachusetts for breach of
contract and seeking  damages in excess of $75,000.00.  We are unsure whether we
will be successful in this litigation,  and we have not recorded any receivables
or made any other accounting adjustments with respect to any potential recovery.



                                       14
<PAGE>

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.
------------------------------------------

         On January 21,  2003,  we filed a current  report on Form 8-K to report
         the resignation of Gerald Okerman from our Board of Directors.

         On  February 6, 2003,  we filed a current  report on Form 8-K to report
         that Dean Westberg joined our Board of Directors on January 15, 2003.





                                   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 20, 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  quarterly  report on Form 10-QSB for the quarter
ended March 31, 2003 of Veritec Inc.;

2.       Based  on my  knowledge,  this  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
quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
information  included in this 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 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 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
quarterly report (the "Evaluation Date"); and

c)       Presented   in  this  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
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: May 20, 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