U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (fee required) FOR THE FISCAL YEAR ENDED JUNE 30, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File No. 0-15113 VERITEC, INC. (Exact name of small business issuer in its charter) Nevada 95-3954373 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 2445 Winnetka Avenue N. Golden Valley, MN 55427 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: 763-253-2670 Securities registered under Section 12(b) of the Act: None Securities registered under Section 12(g) of the Act: Common stock, $.01 par value (Title of Class) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 [ ]. Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to the Form 10-KSB. [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]. Revenues for the year ended June 30, 2007 were $2,205,566. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company, computed by reference to the average bid price of the common stock on June 30, 2007, was approximately $3,822,147. Page 1 of 48 Number of shares outstanding as of June 30, 2007 was: 15,096,088. Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]. THIS DOCUMENT CONSISTS OF 48 PAGES, INCLUDING THE EXHIBIT PAGES. THE EXHIBIT INDEX IS ON PAGE 43. Page 2 of 48 VERITEC, INC. FORM 10-KSB FOR THE FISCAL YEAR ENDED JUNE 30, 2007 TABLE OF CONTENTS Page No. -------- PART I .............................................................. 4 FORWARD - LOOKING STATEMENTS ............................. 4 ITEM 1 DESCRIPTION OF BUSINESS .................................. 4 ITEM 1A RISK FACTORS ............................................. 10 ITEM 2 DESCRIPTION OF PROPERTY .................................. 12 ITEM 3 LEGAL PROCEEDINGS ........................................ 13 ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ...... 14 PART II ............................................................. 14 ITEM 5 MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES ............................................... 14 ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ................................................ 16 ITEM 7 FINANCIAL STATEMENTS ..................................... 21 ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES ..................... 38 ITEM 8A CONTROLS AND PROCEDURES .................................. 38 ITEM 8B OTHER INFORMATION ........................................ 39 PART III ............................................................ 39 ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT ............................... 39 ITEM 10 EXECUTIVE COMPENSATION ................................... 41 ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ............... 42 ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .................................... 43 ITEM 13 EXHIBITS ................................................. 43 ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES ................... 44 SIGNATURES ....................................................... 44 Page 3 of 48 PART I FORWARD-LOOKING STATEMENTS This Form 10-KSB contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent expectations and beliefs concerning a company's outlook, future economic events, future performance and attainment of future goals and are based on information available on the date of the filing, and are subject to various risks and uncertainties. The Private Securities Litigation Reform Act of 1995 provides "safe harbor" for forward-looking statements. Certain information included in this Form 10-KSB and other materials filed or to be filed with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made) contain statements that are forward-looking and actual results may materially differ from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties readers are urged to consider statements using the terms "anticipates" "belief", "believes", "can", "intends", "may", "plans", "shall", or "will", and similar expressions to be uncertain and forward-looking. Such forward-looking statements involve important risks and uncertainties that could significantly affect anticipated results in the future and accordingly, such results may materially differ from those expressed as our desired outcome, goal, or result. We undertake no obligation to update any forward-looking statements to reflect events or circumstances that may arise after the date hereof unless specifically required by the filing requirements of the Securities and Exchange Act as amended or, the Regulations promulgated thereunder. ITEM 1 DESCRIPTION OF BUSINESS (a) General Development of Business The Company refers to Veritec, Inc. (Veritec) and its wholly owned subsidiary, Vcode Holdings, Inc. (Vcode). Veritec was incorporated in the State of Nevada on September 8, 1982 for the purpose of development, marketing and sales of a line of microprocessor based encoding and decoding system products that utilize Matrix Symbology Technology, a two-dimensional barcode technology originally invented by the founders of Veritec under United States patents 4,924,078, 5,331,176, 5,612,524 and 7,159,780. As more fully described below, three of these patents are the property of Vcode. In 1995, an involuntary proceeding under Chapter 7 of the United States Bankruptcy Code was commenced against us. The proceeding was subsequently converted to a Chapter 11 proceeding and a plan of reorganization was confirmed on April 23, 1997. The plan was completed, the trustee was discharged, and the case closed on October 13, 1999. In January 2002, Veritec initiated arbitration in the International Court of Arbitration of the International Chamber of Commerce in Los Angeles, California, against Mitsubishi Corporation (Mitsubishi), alleging five causes of action arising out of various contracts and business dealings. Mitsubishi counterclaimed and arbitration commenced. Page 4 of 48 In November 2003, Veritec formed Vcode to which it assigned United States patents 4,924,078, 5,331,176 and 5,612,524, together with all corresponding patent applications, foreign patents, foreign patent applications, and all continuations, continuations in part, divisions, extensions, renewals, reissues and re-examinations. Vcode in turn entered into an Exclusive License Agreement with VData LLC (VData), an Illinois limited liability company unrelated to Veritec. The purpose of the Exclusive Licensing Agreement is to allow VData to pursue enforcement and licensing of the patents against parties who wrongfully exploit the technology of such patents. VData is the wholly owned subsidiary of Acacia Research Corporation (NASDAQ: ACTG) (collectively Acacia). The Exclusive License Agreement provides that all expenses related to the enforcement and licensing of the patents will be the responsibility of VData, with the parties sharing in the net proceeds, as specified under the terms of the agreement, arising from enforcement or licensing of the patents. In January 2004, the Mitsubishi arbitration continued with Veritec proceeding on two claims against Mitsubishi (tortuous interference with prospective business opportunities and termination of a licensing agreement); and, Mitsubishi proceeded on various claims against Veritec for trade secret misappropriation and copyright infringement based upon the Error Detection and Correction (EDAC) Technology functionality utilized by Veritec, together with, assorted breach of contract claims. In February 2005, an adverse ruling was made in the arbitration preceding against Veritec in favor of Mitsubishi, resulting in a monetary award of $8,174,518 to Mitsubishi and enjoining Veritec and by extension Veritec's customers from the future use or sale of Mitsubishi's EDAC Technology. This ruling compelled Veritec to file a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court (Bankruptcy Court) for the District of Minnesota on February 28, 2005. After reaching an agreement with Mitsubishi and other creditors, in April 2006, Veritec's Third Amended Plan of Reorganization was confirmed by the Bankruptcy Court. On August 8, 2006, the Bankruptcy Court entered an Order and Final Decree closing the Chapter 11 case in its entirety. As a result of the Chapter 11 bankruptcy, Veritec settled $9,356,948 of debts including $7,874,518 owed to Mitsubishi. In connection with the settlement with Mitsubishi, we obtained a license to certain Mitsubishi EDAC technology and granted Mitsubishi a license to VeriCode(R). Since emerging from bankruptcy, we have been focused on development of new applications for encoding and decoding technologies and continued enforcement of our patents through VData. (b) Nature of Business The Company is primarily engaged in the development, marketing, and sales of a line of microprocessor based encoding and decoding systems that utilize Matrix Symbology technology, a two-dimensional barcode technology originally invented by the founders of Veritec under United States patents 4,924,078, 5,331,176, 5,612,524 and 7,159,780. The Company's encoding and decoding systems allow a manufacturer, distributor, reseller or user of products, to create and apply unique identifiers to the products in the form of a coded symbol. The coded symbol containing the binary encoded data applied to the product enable automated manufacturing control, together with identification, tracking, and collection of data through cameras, readers and scanners also marketed by the Company. The collected data is then available for contemporaneous verification or other user definable purposes. Veritec has also developed a Secured Identification System based upon its proprietary VSCode(TM) and VeriCode(R) Symbology. The Company's Secured Identification System enables the storage of images, biometric information and data for contemporaneous verification of an individual's unique identity. In addition to its United States patents, the Company holds patents in Europe (German Patent No. 69033621.7; French Patent No. Page 5 of 48 0438841; and Great Britain Patent No. 0438841); and has applications pending with the United States Patent and Trademark Office for novel uses of its Multi-Dimensional Matrix Symbology. The Company also seeks fees from the enforcement and licensing of it patents under its Exclusive License Agreement with VData. These fees have been a primary source of revenue for the Company. The patents (4,924,078 and 5,612,524), which are the subject of the infringement claims, are currently being reexamined by the U.S. Patent and Trademark Office and are the subject of a declaratory judgment action seeking to declare the patents invalid. All infringement actions of these patents have been suspended pending the outcome of these proceedings. Furthermore, the patents expire in November 2007. Therefore it is likely that revenues from patent infringement claims will be significantly reduced or ceased. During 2007, VCode and VData filed and approved several infringement complaints against alleged infringers of the 5,331,176 patent. The Company's main products are as follows: The VeriCode(R) The VeriCode(R) symbol is a two-dimensional high data density machine-readable symbol that can contain up to approximately 500 bytes of data in an area as small as the head of a pin. The VeriCode(R) symbol is based on a matrix pattern. The matrix is made up of data cells, which are light and dark contrasting squares. This part of the symbol looks like a scrambled chessboard. The matrix is enclosed within at least two solid lines and/or a solid border. Surrounding the solid border is a quiet zone of empty cells. This simple structure is the basis for the symbol's space efficiency. The size of the VeriCode(R) symbol is variable and can be increased or decreased depending on application requirements. The symbol can be configured to fit virtually any space. The data capacity of the symbol is also variable. By using a greater or smaller number of data cells, more or less information can be stored in the symbol. The main limitation to the size and density of the VeriCode(R) symbol is the resolution of the marking and reading devices utilized by the user. Special orientation for reading the symbol is not necessary and is the basis of the novelty of Vcode's United States Patent No. 5,612,524. The VeriCode(R) symbol can be read at high degrees of angularity from vertical, in any direction relative to the reader. Veritec's symbology and reading software presently employs "Error Detection and Correction" (EDAC) technology of our own design, similar to that on music CD's. That means if a symbol is partially damaged or obscured, the complete data set stored in the symbol might be recovered. EDAC lowers the symbol's data capacity, but it can permit data recovery if up to 25% of the symbol is damaged. With EDAC, the code will return either accurate information or no information, but it will not return false or wrong information. The VeriCode(R) symbol offers high degrees of security and the level of this security can be specified depending on the user's requirements. For any specific application or organization, a unique encryption algorithm can be created so that only authorized persons can create or read a VeriCode(R) symbol within the user's application. The VeriCode(R) symbol can hold any form of binary information that can be digitized including numbers, letters, images and the minutia for biometric information to the extent of its data storage capacity. Page 6 of 48 The VSCode(TM) The VSCode(TM) is a derivative of the two-dimensional VeriCode(R) symbol. It is built around the core competencies of the VeriCode(R) symbol which includes the solid border, omni-directional reading and EDAC capability. The distinguishing factor for the VSCode(TM) is its ability to encrypt a greater amount of data by increasing data density. This matrix can hold up to approximately 4,151 bytes of data making it ideal for holding identification and biometric information. The VSCode(TM) offers a high degree of security, which can also be defined by the application requirements of the user. The VSCode(TM) symbol can hold any form of binary information that can be digitized, including numbers, letters, images, photos, graphics, the minutia for biometric information, including fingerprints, to the extent of its data storage capacity, that are likewise limited by the resolution of the marking and reading devices employed by the user. VSCode(TM) is designed for bankCards and high security applications. Because the code is encrypted on the Card it can be an independent portable database containing non-duplicative information that is unique to the individual owner of the bank account or credit Card; or, the data can be verified through a central database while maintaining high security for the Card issuer without the need of a PIN. PhoneCode(C) The Company has developed software products, which will allow individuals or companies to receive or distribute gift Cards, tickets, coupons, receipts or votes using the VeriCode(R) technology via wireless phone or PDA. The GiftCode(C) allows an individual to purchase, by phone, by internet or in person a gift Card for a specific dollar amount from a retailer. The gift Card can be sent to the recipient via wireless phone and include a message, a musical tune, such as Happy Birthday or Jingle Bells, and a two-dimensional matrix code that has the detailed information of the gift Card including the amount, the retailer, etc. That recipient can redeem the gift Card by selecting merchandise from the retailer and redeeming the gift Card value via a code reader at the register at the time of checkout. TicketCode(C) for concerts, sporting events, theme parks, etc. can be purchased by phone or internet and received via wireless phone. The TicketCode(C) also haS the capabilities of including a message, a musical tune such as "Take Me Out to the Ballgame" and the two-dimensional matrix code along with the event information (date, time, row, seat number, etc.) When arriving at the event, the wireless phone can be scanned at the gate via a code reader allowing immediate entrance. The CouponCode(C) is a means for a retailer to increase sales through personalized targeted marketing campaigns. The retailer can tailor the CouponCode(C) with company graphics, text messages and musical tunes along with the two-dimensional matrix code and send it directly to the customer's wireless phone. The customer redeems the coupon by passing the wireless phone over the code reader and crediting the coupon value against the purchase. The ReceiptCode(C) is the means for financial institutions, retailers and consumers to add security to electronic on-line transactions by sending a receipt electronically in the form of a 2-D barcode. One example, banking over the Internet, the present system allows a purchase to take place by simply filling out the credit card number, expiration date and the three digit code on the back of the plastic card. Presently, the cardholder receives notification of the transaction at much later time via mail or Internet. A Page 7 of 48 ReceiptCode(C) would help prevent the fraudulent use of the card by notifying all parties involved instantly in real time by way of an electronic 2-D barcode which can be received over the cell phone. The VotingCode(C) provides a unique identifying number, each voter needing to file an absentee ballet can do so in the form of a 2-D VeriCode(R) symbol, via their cell phone or PDA. The entire voting process is quick, convenient, and secure. Secure Identification Cards The Company's secure identification cards (ID Card) are distinctive in that they present the cardholder's picture, fingerprint minutia and other pertinent data that can be produced in either a soft or hard card material. There are several choices when determining what data and material should be used in the production of the ID Card. A soft ID Card is a low cost method to produce an ID Card. The soft card is produced using a specially designed blank card stock that can be printed on using a simple inkjet printer. Once printed, the lamination material is folded over the print and laminated producing a durable long life ID Card at a cost effective price. The hard ID Card is the same material that can be found in credit cards. The hard ID Card, although more expensive to produce, can be designed to suit the needs of the customer. It can have print on both sides of the card, the card can include a mag stripe and depending on the required life expectancy of the card, it can be coated with different materials. Both the soft and the hard ID Cards can contain the usual data, such as name, address, identification number, etc. plus with the use of Veritec's patented VSCode(TM). The ID Card can contain its own portable database of personal information such as the individual's fingerprint minutia, social security number, phone number or any other pertinent data that can only be deciphered with a Veritec reader. The ID Card, along with the individual's picture and the VSCode(TM), offer a unique and secure method of identifying individuals. Time and Attendance Software The time and attendance software is a robust, user friendly program that includes the capabilities of time recording and reporting and also includes a card maker and card reader program. The card maker and card reader component of the program offer a unique security feature such that the program can produce ID Cards including photo fingerprint minutia and any other information the employer may request, plus the ability to decode the VSCode(TM) printed on the ID Card. The program requires an employee clocking in or out for the day to insert their ID Card into the reader and place their finger on the reader so that the program can perform a comparison of data and verify the fingerprint minutia. When the verification has been confirmed, the program records the approved clock in or out time for that employee. Should the fingerprint not match, the information will be rejected. This unique security feature prevents employees from clocking in another employee or other fraudulent time recording issues. The FCR-100 Fingerprint Card Reader The FCR-100 is a compact fingerprint card reader used to read and decode the VSCode(TM) symbology containing biometric information and other secured data. It consists of a combination of several modular components, including a quality camera, lighting mechanism, digital fingerprint reader, software lock, USB cable and housing, all tied into a PC operating system running the proprietary Veritec software. Due to its modular design, the FCR-100 can be modified to meet specific application needs. The FCR-100 can be designed to work on most PC based operating systems, including the full suite of Windows(R) operating systems. This allows the operating system to function with the many different types of VSCode(TM) applications such as bankcards, access control, personnel identification, border control, and hospital identification Cards. The FCR-100 is connected and powered by a USB cable connection to a PC Page 8 of 48 or server. The FCR-100 can be utilized with wireless applications and will allow multiple reading stations to be connected to a single computer. Patents United States Patent No. 4,924,078 was issued on May 8, 1990 on our founders' application filed November 25, 1987. United States Patent No. 5,612,524 is a continuation of the 4,924,078 patent. U.S. Patent No. 5,331,176 was issued on July 19, 1994 on our founders' application filed on April 10, 1992. Veritec has filed for additional U.S. patents related to novel uses of the Matrix Symbologies. The Company holds the following European Patents: Germany Patent No. 69033621.7; French and Great Britain Patent No. 0438841. Trademarks We have filed applications to register the trademark "VeriSecure" in the United States. We have also filed applications to trademark "VSCode" in the following countries: Australia, Taiwan, South Korea, Singapore, Japan, China, and Vietnam. In addition we have filed applications to register VeriCode(R) in the following countries: China, Singapore, Vietnam, and Australia. We have registered trademarks for VeriCode(R) in the United States, Taiwan and South Korea. The Company uses the following copyrights VeriWrite(C), VeriRead(C), VSWrite(C), VSRead(C), PhoneCode(C), TicketCode(C), GiftCode(C), CouponCode(C), ReceiptCode(C) and VotingCode(C). Seasonality We have not historically experienced seasonality. Major Customers During the fiscal year ended June 30, 2007 and 2006, 80% and 33% respectively, of our revenue was from our Exclusive License Agreement with VData. Of the remaining revenue, 19% and 65% was from foreign customers for the years ended June 30, 2007 and 2006, respectively. Engineering, Research and Development As of June 30, 2007, Veritec employed three full-time engineers, two consultants and is currently contracting with three engineering consulting firms. For fiscal year 2007, we have concentrated on several projects, which include the FCR-100 reader, the PhoneCodes(C), improvements to our VeriCode(R) and VSCode(TM), secure ID Cards, implementation of our 2-D matrix codes into other manufacturer's readers, the time and attendance software and the development of several of our own new readers. All of these projects are currently in various stages of development or have been completed. Competition The "symbology" business is intensely competitive. The Company is presently under-capitalized and recently emerged from bankruptcy. Consequently, there can be no assurance that the Company will be able to successfully compete in the "symbology" business. Our VeriCode(R) and VSCode(TM) Matrix Symbologies compete with alternative machine-readable codes such as conventional bar code systems, including UPC, EAN Code 39 and Code 49; and alphanumeric systems such as OCR-A and OCR-B. Competitors offering alternative symbologies include numerous well capitalized publicly traded companies who offer a spectrum of bar code related systems including Page 9 of 48 Motorola Inc (NYSE: MOT); Zebra Technologies Corporation (NASDAQ: ZBRA); and Siemens Energy and Automation, Inc., a subsidiary of Siemens AG (NYSE: SI). The "DataMatrix" two-dimensional bar code is an established competitor to the VeriCode(R). The DataMatrix code was popularized by Robotic Vision Systems, Inc., which declared the DataMatrix symbol to be "in the public domain." In contrast, our VeriCode(R) Symbol and technology are protected by various U.S. and European patents and our software source codes are proprietary and protected by copyright. Veritec believes that while many potential customers and users of symbology prefer to use a system that is believed to be in the public domain with open source code software applications, other companies, especially those requiring high security encoding and decoding capability will prefer to purchase "closed" or proprietary systems. Our technology may be the technology of choice for these potential customers. Employees As of June 30, 2007, inclusive of the three full-time engineers and two contracted consultants employed by the Company in its engineering, research and development department as described above, the Company employs nine full-time employees, one part-time employee and three consultants. Financial Information about Geographic Areas In fiscal 2007, United States customers accounted for 81% (35% in fiscal 2006) of the total Company's revenue. The remaining revenue of 19% (65% in fiscal 2006) was from foreign customers. To date, our foreign revenues are concentrated in Japan, Korea, Taiwan and Germany. Available Information The public may read and copy any materials we have filed with the Securities and Exchange Commission (SEC) at the SEC's Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We electronically file reports with the SEC. Filings may be found on the Internet site maintained by the SEC at www.SEC.gov; or, by accessing www.freeedgar.com; and other Internet based financial service providers. Other information about us can be found at our website, www.veritecinc.com and by contacting the Company at 2445 Winnetka Avenue North, Golden Valley, Minnesota 55427 (763) 253-2670. ITEM 1A RISK FACTORS Risk Factors Investing in our Company entails substantial risk. In addition to the other risks and uncertainties discussed herein or available from outside sources, a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by forward-looking statements of the Company set forth within the body and Exhibits hereof include amongst other things: We Have a History of Operating Losses We have a history of operating losses that were a substantial factor in the Company having been twice placed in bankruptcy. Once from October 1995 through October 1999 and again from February 2005 Page 10 of 48 through August 2006. To halt the continuation of these losses, we are developing new products, entering new markets and developing strategic alliances to grow revenue. There can be no assurance that we will be successful in these efforts, and even if we are, whether we can become profitable. Loss of the Services of Key Employees Could Harm Our Operations The Company's performance depends on the talents and efforts of our key management and technical employees. The loss of certain key individuals could diminish our ability to maintain relationships with current and potential customers or to meet development and implementation schedules for existing technology and the technology that the Company intends to introduce in the future. Our future success also depends on our continuing ability to identify, hire, train and retain highly qualified technical and managerial personnel. If we fail to attract or retain these key individuals in the future, our business could be disrupted. Continuing Licensing Revenues from VData and Intellectual Property The Company has been dependent on VData for a significant portion of its revenue. In the event of an adverse determination either with regard to the Patent Reexaminations or the Declaratory Judgment being sought by Cognex, our future ability to obtain licensing fees for the 4,924,078 and 5,612,524 patents could cease. In addition to Cognex, future challenges of our intellectual property could be made by other claimants. Our business would be materially impacted in the event such claims are raised and ruled against us. Competition in the Asian Market The Company currently relies heavily on its sales to the Asian markets. The cross-licensing agreement we executed with Mitsubishi that allowed for our emergence from bankruptcy and rights to use the Mitsubishi EDAC Technology, gave Mitsubishi a license to our VeriCode(R) Technology that may result in increased competition. We believe competition in the Machine Readable Information and symbology sector, coupled with the strain on our relationships with our licensees and distributors while we were in bankruptcy may continue to impact future sales. Dependence on the Matthews Group The Company has traditionally been dependent on The Matthews Group for its financial support. Management does not believe additional monies above the stock subscription obligation, described in our financial statements, will be required in the immediate future. However additional capital may be required at some future point. The Company cannot guarantee going forward that The Matthews Group will continue to provide additional funding. Ability to Obtain Access to Capital Due to the Company's prior bankruptcies and history of losses, the Company's ability to raise funds, may be difficult. The Company may need to raise additional capital for the development or marketing of new products. If the Company cannot raise such capital, or if the cost of such capital is too high, we may be unable to successfully develop and launch new products. Page 11 of 48 Effect of the Bankruptcy The Company having been in bankruptcy has made it difficult for the Company to establish new trade credit relationships with both vendors and customers. Although the Company believes it will restore its credibility going forward, the lack of trade credit could impair the Company's ability to grow and implement its plans. Competition Our VeriCode(R) and VSCode(TM) Matrix Symbologies compete with alternative machine-readable codes such as conventional bar code systems, including UPC, EAN Code 39 and Code 49; and, alphanumeric systems such as OCR-A, OCR-B, PDF-417, Data Matrix and many others. Competitors offering alternative symbologies include numerous well capitalized private and publicly traded companies who offer a wide variety of bar code systems and solutions, as well as, alternative product solutions such as Radio Frequency Identification (RFID) and Global Positioning Satellite (GPS) technology. Our competitors include but are not limited to: Intermec (NYSE: IN); Siemens Energy and Automation, Inc., a subsidiary of Siemens AG (NYSE: SI); Motorola Inc (NYSE: MOT); and, Zebra Technologies Corporation (NASDAQ: ZBRA). These companies have more resources than the Company, already have a strong customer base, and their products are widely used in the market place. Competition from such companies may further reduce the future level of demand for the Company's products and/or the Company's future margins of profit. Effect of Bonus On February 6, 2007, the Company authorized a bonus to the Company's CEO in the amount of $300,000. The bonus is payable in either cash or stock equivalents to be determined at the sole discretion of the CEO. If the CEO elects to receive such bonus in the form of restricted stock, the stock price to be used to calculate the number of shares of restricted stock will be the closing market price on February 6, 2007 of $1.15 per share. The timing of the bonus payment, either as partial payment or payment in full and the form of the bonus is at the sole discretion of the CEO. Although we believe the bonus payment would only be distributed when the Company has sufficient cash reserves, timing of the bonus payment could have a material impact on the Company's liquidity. At June 30, 2007, $259,000 of the bonus is unpaid. General Conditions Beyond the Companies Control The general economic condition of the United States and other regions of the world, work disruptions, labor negotiations both at the Company and with our licensees and distributors, actions of the U.S. and foreign governments, foreign currency exchange rate fluctuations, inflation and other economic events all to varying degrees do, could and would have an effect upon the Company some of which could have a material adverse impact. ITEM 2 DESCRIPTION OF PROPERTY We lease approximately 3,200 square feet of office and laboratory space at 2445 Winnetka Avenue North, Golden Valley, Minnesota, which serves as our primary place of business. This lease is with Van Thuy Tran, a director and chief executive officer of the Company. Our lease requires monthly payments of $3,150 and runs through June 30, 2012, with an option to automatically extend the lease for two one-year extensions. Page 12 of 48 Veritec leased on a month-to-month basis, a single-family residence located at 10310 -39th Avenue North, Plymouth, Minnesota to house visitors, consultants and employees hired from outside the State of Minnesota versus the high cost of hotel lodging. The lease required a monthly payment of $1,500. The residence is owned by Larry Johanns, a principal of The Matthews Group. This lease expired on September 1, 2007. In January 2007, the Company began leasing on a month-to-month basis, a single-family residence located at 2415 Winnetka Ave. N., Golden Valley, Minnesota to house visitors and consultants. Our lease requires a monthly payment of $1,700. The residence is owned by Van Thuy Tran, a director and chief executive officer of the Company. ITEM 3 LEGAL PROCEEDINGS On June 30, 2000, we were served as a defendant in the matter of Starsolsky vs. Veritec, Inc., et al., in the United Stated District Court for the Central District of California. The suit was later transferred to Minnesota. This suit was brought by a shareholder and former director of the Company against Veritec and various individuals claiming that certain corporate actions were taken without proper authority of the Company's Board of Directors and/or contrary to the Plan of Reorganization the Company filed and completed under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court in the 1990's. The complaint sought equitable relief to set aside the issuance of Series H preferred stock (now converted into common stock) issued to The Matthews Group that was authorized by the previously approved bankruptcy reorganization plan in 1999, to prevent The Matthews Group from voting its stock at any meetings of stockholders and to remove certain of the individual defendants as directors of the Company. No damages were sought. In September 2007, judgment was entered in favor of the Company and the other defendants dismissing with prejudice the Federal claims and dismissing without prejudice the remaining State claims. The plaintiff has 30 days from the date of entry of the judge to appeal. Vcode joined with VData as Plaintiffs in patent enforcement litigation filed on October 4, 2005, against Brother Industries, Ltd., Sato Corporation, Toshiba Corporation and US Bank National Association in the United States District Court for the District of Minnesota alleging violations of the Company's patents. US Bank National Association has entered into a licensing agreement with the Company and the case as to that defendant was dismissed. The remaining defendants, Brother Industries, Ltd., Sato Corporation, and Toshiba Corporation, did not settle but were dismissed from the case without prejudice. VData and the Company must wait for resolution of the patent reexaminations, described below, before re-asserting claims against the remaining defendants. On March 13, 2006, in response to notices of infringement sent to its customers by VData, Cognex Corporation filed a preemptive action seeking a Declaratory Judgment against VData and the Company in the United States District Court for the District of Minnesota. Amongst other remedies the action seeks a ruling from the court that Vcode's United States Patent No. 5,612,524 is not enforceable against Cognex Corporation and its customers, that the Company has defamed Cognex and that the Company has engaged in unfair and deceptive business practices in violation of Minnesota law. On December 27, 2006, an answer and affirmative defense was filed to contest the plaintiff's allegations and claims for damages, injunctive relief, attorney's fees, and costs. A counterclaim was also filed for infringement of United States Patent No. 5,612,524. A claim construction hearing in this case is scheduled for September 7, 2007. This case is currently scheduled for trial on January 14, 2008. On April 6, 2006, the U.S. Patent and Trademark Office granted a Third Party Request for an Ex Parte Reexamination of Vcode's United States Patent No. 5,612,524. A response on behalf of the Company rebutting the allegations in the Request for Reexamination has been filed with the U.S. Patent and Trademark Office. The Company is awaiting a determination by the U.S. Patent and Trademark Office Page 13 of 48 on whether to proceed with the reexamination process or dismiss the request for lack of merit. The Company has been advised by legal counsel that a preemptive filing of such a request for Ex Parte Reexaminations is commonplace in the enforcement areas of patent law and practice. Because, not all claims of the patent have been challenged, the Company believes that a determination adverse to the patent would not be detrimental to the Company's ability to market its products, but could be detrimental to the collection of licensing fees based upon this patent. On May 23, 2006, Vcode joined with VData as a Plaintiff in a pending patent enforcement litigation filed against Aetna, Inc., PNY Technologies, Inc., Merchants' Credit Guide Co., The Allstate Corporation, and American Heritage Life Insurance Company in the United States District Court for the District of Minnesota alleging violations of the Company's patents. The Allstate Corporation and American Heritage Life Insurance Company have entered into a licensing agreement with the Company and the case as to those defendants has been dismissed. Aetna, Inc., and Merchants' Credit Guide Co., have filed responsive pleadings in the action. PNY Technologies, Inc. has counterclaimed with allegations of non-infringement, invalidity, and inequitable conduct and is seeking attorney's fees and costs. Defendant Aetna, Inc. filed a Motion to Dismiss and a Motion for Rule 11 Sanctions. The Court denied both of Aetna's motions. Defendant Merchant's Credit Guide Co. filed a Motion to Stay Alternative Motion for Sanctions. The Court recently granted Merchants' Motion to Stay and the case is currently stayed pending reexamination of the patents. This case has not been set for trial. On October 26, 2006, a Third Party Request for an Ex Parte Reexamination of Vcode's United States Patent No. 4,924,078 was made. The Company was awaiting a determination from the U.S. Patent and Trademark Office as to whether a grant of the request for reexamination was merited. On January 17, 2007, the reexamination for United States Patent No. 4,924,078 was ordered. The Company has been advised by legal counsel that a preemptive filing of such a request for Ex Parte Reexaminations is commonplace in the enforcement areas of patent law and practice. The Company believes that a determination adverse to the patent would not be detrimental to the Company's ability to market its products, but could be detrimental to the collection of licensing fees based upon this patent. During 2007, VCode and VData filed and approved several infringement complaints against alleged infringers of the 5,331,176 patent. ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None PART II ITEM 5 MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded in the over-the-counter market. Quotations are available on the OTC Pink Sheets. The common shares are not traded or quoted on any automated quotation system. The OTC Pink Sheet Symbol for our common stock is "VRTC.PK". The following table sets forth the range of high and low bid quotes of our common stock per quarter as provided by the National Quotation Bureau (which reflect inter-dealer prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions). Page 14 of 48 Market Price Range of Common Stock Fiscal 2007 Fiscal 2006 ----------- ----------- Quarter Ended High Low High Low ------------- ---- ---- ----- --- September 30 1.75 1.20 .52 .12 December 31 1.95 .90 .64 .13 March 31 1.77 .84 .65 .17 June 30 1.02 .57 2.95 .47 Shareholders As of July 31, 2007, there were approximately 795 shareholders of record, inclusive of those brokerage firms and/or clearinghouses holding our common shares for their clientele (with each such brokerage house and clearing house being considered as one holder). Dividend Information We have not paid or declared any dividends upon our common stock since our inception and, by reason of our present financial status and contemplated financial requirements, we do not anticipate paying any dividends in the foreseeable future. Current Sales of Unregistered Securities 5,000 shares of common stock were issued to a company employee in June 2007. The Company also issued 12,500 shares of common stock to a consultant for services pertaining to a November 2003 agreement. The following table sets forth information with respect to shares of common stock issuable under outstanding options and warrants. Current Sales of Unregistered Securities Number of securities remaining available for Number of securities to be Weighted-average exercise future issuance under issued upon exercise of price of outstanding equity compensation plans outstanding options, options, warrants and (excluding securities warrants and rights rights reflected in column (a)) -------------------------- ------------------------- ------------------------- Equity Compensation plans approved -- -- -- by security holders Equity Compensation plans not approved by security holders (1) 156,000 $1.04 290,000 ------- ----- ------- Total 156,000 $1.04 290,000 ======= ===== ======= (1) These equity compensation plans are comprised of individual compensation arrangements with certain employees of the company. Page 15 of 48 ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Results of Operations - June 30, 2007 compared to June 30, 2006 We had net loss of $261,203 in the fiscal year ended June 30, 2007 compared to a net income of $10,112,971 in the fiscal year ended June 30, 2006. Income generated in 2006 was mostly related to settlement with creditors totaling $9,356,948. Revenues Details of revenues are as follows: Year Ended June 30, Increase (Decrease) --------------------------------------------- 2007 2006 $ % ---------- ---------- ----------- ---- License $ 383,266 $1,531,735 $(1,148,469) (75%) Hardware 30,426 61,482 (31,056) (51%) Identification Card 23,980 -- 23,980 -- Infringement 1,767,894 769,267 998,627 130% ---------- ---------- ----------- Total Revenues $2,205,566 $2,362,484 $ (156,918) (7%) ========== ========== =========== The license and hardware revenue decrease was attributed to the following factors: increased competition that has developed hardware equivalent or superior in the performance to that of our distributors, impact from our bankruptcy causing us to lose market share, the Mitsubishi arbitration award, our cross-licensing agreement with Mitsubishi which provided them a license to use our technology, and the economic slowdown resulting in manufacturers not investing in new facilities. The majority of our license and hardware sales are concentrated in the Asian market which decreased $356,277 in Taiwan, $765,414 in Korea, and $41,739 in Japan and Singapore. The identification Card revenues were a result of our acquisition of Secure Environments Inc. (SEI) in October 2006. The increase in our infringement revenues was the result of VData being successful in settling numerous license contracts against companies using Data Matrix Two-Dimensional Symbology. Cost of Goods Sold Cost of sales for the year ended June 30, 2007, totaled $74,030 and for the year ended June 30, 2006, cost of sales were $37,849, an increase of $36,181. As a percentage of revenue, for the year ended June 30, 2007, cost of sales was 3.3% compared to 1.6% for the year ended June 30, 2006. Charges of $48,125 for a designated site and maintenance services of a computer database to store information in conjunction with our Independent Sales Organization (ISO) license, purchased in December 2006, accounted for 65% of the total cost of goods sold. Cost of goods sold associated with the license, hardware and identification revenue was $25,905 or 5.9% of total licensing and hardware revenue for the year ended June 30, 2007, compared to 2.4% for the year ended June 30, 2006. The increased cost percent was the result of larger hardware revenue in fiscal 2007 that yields a higher cost compared to more license revenue which carried almost no cost in fiscal 2006. Page 16 of 48 Operating Expenses Research and development expense for the year ended June 30, 2007 totaled $391,984 versus $193,525 for the year ended June 30, 2006. The increase of $198,459 was a result of resuming research and development activity upon exiting bankrupting in August 2006. Sales and marketing expense for the fiscal year ended June 30, 2007 were $238,988 compared to $30,132 for the fiscal year ended June 30, 2006, an increase of $208,857. The same issues of bankruptcy in fiscal 2006, as described for research and development expenses plus staffing increases accounted for the increase. For the fiscal year ended June 30, 2007, the sales and marketing staff was increased from one to a high of four individuals with the current staff of three accounting for $158,000 of the increase over the prior year ended June 30, 2006. General and administrative expense for the fiscal year ended June 30, 2007 were $1,805,422 an increase of $443,901 over the prior year ended June 30, 2006. As stated above, the effects of bankruptcy and lower expenditures in fiscal 2006 contribute to the increase in administrative expenses in fiscal 2007. Other contributing factors were increased staffing, bonus and stock option expense plus additional benefit cost due to the increase in staffing which, when combined, amounts to $331,000 of the increase. Legal expenses for the year ended June 30, 2007 were down $232,000 compared to the year ended of June 30, 2006. In fiscal year 2007, the Company spent approximately $132,000 to bring it into compliance with its SEC reporting requirements which had lapsed during bankruptcy. Bad debt expense for the year ended June 30, 2007 was $245,000 compared to $1,750 for the year ended June 30, 2006, a difference of $243,000. The $243,000 increase is primarily due to the write-off and reserve of RBA notes receivable. Other Income (Expense) As a result of the completion of the Chapter 11 bankruptcy on August 8, 2006, the Company recorded income of $9,356,948 ($0.62 per common share, basic and diluted) from settlement with creditors, including $7,874,518 owed to Mitsubishi. Interest income for the fiscal year ended June 30, 2007 was $44,860 compared to $16,566 for the fiscal year ended June 30, 2006 an increase of $28,294. The increase was a result of our investment of infringement revenues received in fiscal 2007. Capital Expenditures and Commitments During the fiscal year ended June 30, 2007, we made capital purchases of $78,179 compared to $6,002 in 2006. The PhoneCode(C) program developed in fiscal 2007, accounted for $66,500 of capital expenditures for the year ended June 30, 2007. Also in fiscal year 2007, the Company acquired SEI for $6,296. The remaining amount of $5,383 was primarily purchases of computers. Liquidity For the years ended June 30, 2007 and 2006, the Company received cash for licensing revenue of $1,767,894 and $769,267, respectively, through its relationship with VData. This license revenue should not be viewed as unlimited and is likely to decline or cease in the near future considering the potential adverse determination in regard to the Patent Reexaminations or the Declaratory Judgment being sought by Cognex of Patent Nos. 4,924,078 and 5,612,524. Page 17 of 48 The Company has relied on The Matthews Group for funding. Through August 2007, The Matthews Group has funded $1,796,296, including prepayments, of the original $2,000,000 stock subscription receivable. At June 30, 2007, the Company has $790,089 and $472,924 of cash and working capital, respectively. The Company believes its cash and forecasted cash flow from operations will be sufficient to continue operations through fiscal 2008. The Company may require additional funds to continue to develop its existing and future projects; there can be no assurance that the Company would be successful in raising such funds. Commitments and Contractual Obligations The Company has one annual lease commitment of $37,800 for the corporate office building which is leased from Van Tran, a director and chief executive officer of the Company, that expires June 30, 2012. The commitment is for the corporate offices at 2445 Winnetka Avenue North, Golden Valley, Minnesota. The total amount of the 5 year lease commitment is $189,000. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements. Critical Accounting Policies Stock-Based Compensation: The Company accounts for stock-based compensation under Statement of Financial Accounting Standards (SFAS) No. 123(R), "Share-Based Payment" using the modified prospective application method. SFAS No. 123(R) requires the cost of employee compensation paid with equity instruments to be measured based on grant-date fair values and recognized over the vesting period. Revenue Recognition: The Company accounts for revenue recognition in accordance with SEC Staff Accounting Bulletin (SAB) No. 101 "Revenue Recognition in Financial Statements" and related amendments. Revenues for the Company are classified into four separate products; license revenue (Veritec's Multi-Dimensional matrix symbology), hardware revenue, identification Card revenue and infringement revenue. Revenues from licenses, hardware and identification Cards are recognized when the product is shipped and all required payment terms have been completed. The process typically begins for license and hardware revenue with a customer purchase order detailing its hardware specifications so the Company can import its software into the customer's hardware. Once importation is completed, if the customer only wishes to purchase a license, the Company typically transmits the software to the customer via the internet. Revenue is recognized at that point. If the customer requests both license and hardware products, once the software is imported into the hardware and the process is complete, the product is shipped and revenue is recognized at time of shipment. Once the software and/or hardware are either shipped or transmitted, the customers do not have a right of refusal or return. Under some conditions, the customers remit payment prior to the Company having completed importation of the software. In these instances, the Company delays revenue recognition and reflects the prepayments as customer deposits. The process for identification Cards begins when a customer requests, via the internet, an identification Card. The Card is reviewed for design and placement of the data, printed and packaged for shipment. At the time the identification Cards are shipped and the customer has met the required payment terms, the revenue is recognized. The Company receives infringement revenue under an Exclusive License Agreement with VData. The Exclusive License Agreement with VData provides that all expenses related to the enforcement and licensing of the Page 18 of 48 patents is the responsibility of VData. The Company and VData share the net proceeds arising from enforcement or licensing of the patents. As a result, all infringement revenue is recognized at the time it is received. ITEM 7 FINANCIAL STATEMENTS VERITEC, INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2007 AND 2006 TABLE OF CONTENTS Page ---- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.................. 20 CONSOLIDATED BALANCE SHEETS.............................................. 21 CONSOLIDATED STATEMENTS OF OPERATIONS.................................... 22 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY.......................... 23 CONSOLIDATED STATEMENTS OF CASH FLOWS.................................... 24 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS............................... 25 Page 19 of 48 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders Veritec, Inc. Golden Valley, Minnesota We have audited the accompanying consolidated balance sheets of Veritec, Inc. and Subsidiary (Company) as of June 30, 2007 and 2006, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Veritec, Inc. and Subsidiary as of June 30, 2007 and 2006, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. The Company is involved in various litigation matters, which could have a significant effect on the Company (Note 10 - Contingencies). /s/ Lurie Besikof Lapidus & Company, LLP ---------------------------------------- Lurie Besikof Lapidus & Company, LLP Minneapolis, Minnesota September 28, 2007 Page 20 of 48 VERITEC, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS JUNE 30, 2007 AND 2006 2007 2006 ------------ ------------ ASSETS Current Assets: Cash $ 790,089 $ 898,424 Accounts receivables, net of allowance of $24,000 and $28,000 11,927 59,173 Notes receivable from RBA, net of allowance of $48,000 78,516 -- Inventories 26,213 7,495 Prepaid expenses 27,325 4,650 ------------ ------------ Total Current Assets 934,070 969,742 Property and Equipment, net 88,005 21,088 Other Assets 102,089 -- ------------ ------------ Total Assets $ 1,124,164 $ 990,830 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 56,072 $ 37,400 Accrued expenses 405,074 285,372 ------------ ------------ Total Current Liabilities 461,146 322,772 Prepayment on Subscription Receivable -- 92,008 ------------ ------------ Total Liabilities 461,146 414,780 ------------ ------------ Commitments and Contingencies Stockholders' Equity: 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 1,000 Common stock, par value $.01; authorized 20,000,000 shares, 15,096,088 and 15,078,598 shares issued 150,961 150,786 Subscription receivable (193,876) (386,138) Additional paid-in capital 13,575,926 13,420,192 Accumulated deficit (12,870,993) (12,609,790) ------------ ------------ Total Stockholders' Equity 663,018 576,050 ------------ ------------ Total Liabilities and Stockholders' Equity $ 1,124,164 $ 990,830 ============ ============ See notes to consolidated financial statements Page 21 of 48 VERITEC, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED JUNE 30, 2007 AND 2006 2007 2006 ---------- ----------- Revenues: License $ 383,266 $ 1,531,735 Hardware 30,426 61,482 Identification Card 23,980 -- Infringement 1,767,894 769,267 ---------- ----------- Total revenues 2,205,566 2,362,484 Cost of Sales 74,030 37,849 ---------- ----------- Gross Profit 2,131,536 2,324,635 ---------- ----------- Operating Expenses: General and administrative 1,805,422 1,361,521 Sales and marketing 238,988 30,132 Research and development 391,984 193,525 ---------- ----------- Total Operating Expenses 2,436,394 1,585,178 ---------- ----------- Income (Loss) from Operations (304,858) 739,457 ---------- ----------- Other Income (Expense): Settlement with creditors -- 9,356,948 Interest income 44,860 16,566 Other (1,205) -- ---------- ----------- Total Other Income 43,655 9,373,514 ---------- ----------- Net Income (Loss) $ (261,203) $10,112,971 ========== =========== Income (Loss) Per Common Share - Basic and Diluted $ (0.02) $ 0.67 ========== =========== See notes to consolidated financial statements Page 22 of 48 VERITEC, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY YEARS ENDED JUNE 30, 2007 AND 2006 Preferred Stock Common Stock Additional Stockholders' --------------- --------------------- Subscription Paid-in Accumulated Equity Shares Amount Shares Amount Receivable Capital Deficit (Deficit) ------ ------ ---------- -------- ------------ ----------- ------------ ------------- BALANCE, June 30, 2005 1,000 $1,000 15,078,598 $150,786 $(560,176) $13,372,008 $(22,722,761) $(9,759,143) Imputed interest on subscription receivable -- -- -- -- (48,184) 48,184 -- -- Subscription receivable reduction -- -- -- -- 222,222 -- -- 222,222 Net income -- -- -- -- -- -- 10,112,971 10,112,971 ----- ------ ---------- -------- --------- ----------- ------------ ----------- BALANCE, June 30, 2006 1,000 1,000 15,078,598 150,786 (386,138) 13,420,192 (12,609,790) 576,050 Imputed interest on subscription receivable -- -- -- -- (29,960) 29,960 -- -- Subscription receivable reduction -- -- -- -- 222,222 -- -- 222,222 Stock option expense -- -- -- -- -- 112,198 -- 112,198 Common stock issued to employee and consultant -- -- 17,500 175 -- 13,576 -- 13,751 Stock returned to the Company -- -- (10) -- -- -- -- -- Net loss -- -- -- -- -- -- (261,203) (261,203) ----- ------ ---------- -------- --------- ----------- ------------ ----------- BALANCE, June 30, 2007 1,000 $1,000 15,096,088 $150,961 $(193,876) $13,575,926 $(12,870,993) $ 663,018 ===== ====== ========== ======== ========= =========== ============ =========== See notes to consolidated financial statements Page 23 of 48 VERITEC, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED JUNE 30, 2007 AND 2006 2007 2006 --------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(261,203) $10,112,971 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation 11,262 7,517 Amortization of software license 16,667 -- Notes receivable from RBA allowance and write-off 248,900 -- Stock issued for compensation 117,198 -- Interest added to notes receivable from RBA (10,357) -- Services applied against notes receivable from RBA 55,858 -- Settlement with creditors -- (9,356,948) Changes in operating assets and liabilities: Accounts receivable 47,246 (56,215) Inventories (18,718) (802) Prepaid expenses (22,675) 2,058 Accounts payables and accrued expenses 166,228 63,327 Accrued expense - Mitsubishi litigation -- (300,000) --------- ----------- Net cash provided by operating activities 350,406 471,908 --------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Advances on notes receivable from RBA (725,000) -- Collections on notes receivable from RBA 304,083 -- Purchases of equipment (30,179) (6,002) Purchase of software license (100,000) -- Patent costs (18,756) -- --------- ----------- Net cash used by investing activities (569,852) (6,002) --------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds on subscription receivable 111,111 -- --------- ----------- NET INCREASE (DECREASE) IN CASH (108,335) 465,906 CASH AT BEGINNING OF YEAR 898,424 432,518 --------- ----------- CASH AT END OF YEAR $ 790,089 $ 898,424 ========= =========== See notes to consolidated financial statements Page 24 of 48 VERITEC, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company The Company refers to Veritec, Inc. (Veritec) and its wholly owned subsidiary, Vcode Holdings, Inc. (Vcode). Nature of Business The Company is primarily engaged in the development, marketing and sales of a line of microprocessor based encoding and decoding systems that utilize Matrix Symbology technology, a two-dimensional barcode technology originally invented by the founders of Veritec under United States patents 4,924,078, 5,331,176, 5,612,524 and 7,159,780. As more fully described below, three of these patents are the property of Vcode. The Company's encoding and decoding systems allow a manufacturer, distributor, reseller or user of products, to create and apply unique identifiers to the products in the form of a coded symbol. The coded symbol containing the binary encoded data applied to the product enables automated manufacturing control, together with identification, tracking, and collection of data through cameras, readers and scanners also marketed by the Company. The collected data is then available for contemporaneous verification or other user definable purposes. The Company has also developed a Secured Identification System based upon its proprietary VSCode(TM) and VeriCode(R) Symbology. The Company's Secured Identification System enables the storage of images, biometric information and data for contemporaneous verification of an individual's unique identity. In addition to United States patents, Veritec holds patents in Europe (German patent No. 69033621.7; French patent No. 0438841; and, Great Britain patent No. 0438841) and has applications pending with the United States Patent and Trademark Office for novel uses of its Multi-Dimensional Matrix Symbology. The Company's core business is the sale of its Multi-Dimensional Matrix Symbology together with its proprietary software products for the writing and reading thereof. Vcode: In November 2003, Veritec formed Vcode to which it assigned United States patents 4,924,078, 5,331,176 and 5,612,524, together with all corresponding patent applications, foreign patents, foreign patent applications, and all continuations, continuations in part, divisions, extensions, renewals, reissues and re-examinations. Vcode in turn entered into an Exclusive License Agreement with VData LLC (VData), a Illinois limited liability company unrelated to Veritec. The purpose of the Exclusive Licensing Agreement is to allow VData to pursue enforcement and licensing of the patents against parties who wrongfully exploit the technology of such patents. VData is the wholly owned subsidiary of Acacia Research Corporation (NASDAQ: ACTG) (collectively Acacia). The Exclusive License Agreement with VData provides that all expenses related to the enforcement and licensing of the patents is the responsibility of VData. The Company and VData share the net proceeds arising from the enforcement or licensing of the patents. Proceeds from this arrangement were recorded as infringement revenue in the quarter the money was received. None of the infringement revenue is refundable to any party once received. Page 25 of 48 Bankruptcy Considerations In February 2005, an adverse ruling was made against Veritec in favor of Mitsubishi Corporation (Mitsubishi), resulting in a monetary award of $8,174,518 to Mitsubishi and enjoining Veritec and by extension Veritec's customers from the future use or sale of Mitsubishi's Error Detection and Correction Technology. This ruling compelled Veritec to file a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court (Bankruptcy Court) for the District of Minnesota on February 28, 2005. After reaching an agreement with Mitsubishi and other creditors, in April 2006, Veritec's Third Amended Plan of Reorganization was confirmed by the Bankruptcy Court. On August 8, 2006, the Bankruptcy Court entered an Order and Final Decree closing the Chapter 11 case in its entirety. As a result of the Chapter 11 bankruptcy, Veritec settled $9,356,948 of debts including $7,874,518 owed to Mitsubishi. In connection with the settlement with Mitsubishi, we obtained a license to certain Mitsubishi EDAC technology and granted Mitsubishi a license to VeriCode(R). Principles of Consolidation The accompanying consolidated financial statements include the accounts of Veritec and Vcode. All inter-company transactions and balances were eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Concentrations The Company maintains cash in a financial institution which, at times, may exceed federally insured limits of $100,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its cash balances. Accounts Receivable The Company sells to domestic and foreign companies and grants uncollateralized credit to customers, but require deposits on unique orders. Management periodically reviews its accounts receivable and provides an allowance for doubtful accounts after analyzing the age of the receivable, payment history and prior experience with the customer. The estimated loss that management believes is probable is included in the allowance for doubtful accounts. While the ultimate loss may differ, management believes that any additional loss will not have a material impact on the Company's financial position. Due to uncertainties in the settlement process, however, it is at least reasonably possible that management's estimate will change during the near term. Inventories Inventories, consisting of purchased components for resale, are stated at the lower of cost or market, applying the first-in, first-out (FIFO) method. Page 26 of 48 Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives of 3 to 7 years. When assets are retired or otherwise disposed, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized. Maintenance and repairs are expensed as incurred; significant renewals and betterments are capitalized. Software License The software license from RBA International, Inc. is capitalized at cost and amortized using the straight-line method over an estimated useful life of three years. Financial Instruments The fair value of cash, accounts and notes receivable, accounts payable, accrued expenses, and short-term debt approximate their carrying values due to the short-term nature of these financial instruments. The subscription receivable approximates fair value as a result of the 10% interest rate used for imputing interest. No quoted market value is available for this instrument. Revenue Recognition The Company accounts for revenue recognition in accordance with SEC Staff Accounting Bulletin (SAB) No. 101 "Revenue Recognition in Financial Statements" and related amendments. Revenues for the Company are classified into four separate products; license revenue (Veritec's Multi-Dimensional matrix symbology), hardware revenue, identification Card revenue and infringement revenue. Revenues from licenses, hardware and identification Cards are recognized when the product is shipped and all required payment terms have been completed. The process typically begins for license and hardware revenue with a customer purchase order detailing its hardware specifications so the Company can import its software into the customer's hardware. Once importation is completed, if the customer only wishes to purchase a license, the Company typically transmits the software to the customer via the internet. Revenue is recognized at that point. If the customer requests both license and hardware products, once the software is imported into the hardware and the process is complete, the product is shipped and revenue is recognized at time of shipment. Once the software and/or hardware are either shipped or transmitted, the customers do not have a right of refusal or return. Under some conditions, the customers remit payment prior to the Company having completed importation of the software. In these instances, the Company delays revenue recognition and reflects the prepayments as customer deposits. The process for identification Cards begins when a customer requests, via the internet, an identification Card. The Card is reviewed for design and placement of the data, printed and packaged for shipment. At the time the identification Cards are shipped and the customer has met the required payment terms, the revenue is recognized. The Company receives infringement revenue under an Exclusive License Agreement with VData. The Exclusive License Agreement with VData provides that all expenses related to the enforcement and licensing of the patents is the responsibility of VData. The Company and VData share the net proceeds arising from enforcement or licensing of the patents. As a result, all infringement revenue is recognized at the time it is received. None of the infringement revenue is refundable to any party once received. Page 27 of 48 Shipping and Handling Fees and Cost For the year ended June 30, 2007, shipping and handling fees billed to customers were offset against shipping and handling costs and the net amount was included in operating expenses. For the year ended June 30, 2006, shipping and handling fees billed to customers were included in revenues and shipping and handling costs were included in cost of sales. No reclassification was made to the 2006 consolidated statement of operations since the amount was not material. Research and Development Research and development costs were expensed as incurred. Income (Loss) per Common Share Basic net income (loss) per common share is computed by dividing the income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the year. Diluted net income (loss) per common share, in addition to the weighted-average number of common shares outstanding determined for basic net income (loss) per common share, includes potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Potentially dilutive instruments include stock options, preferred stock and stock bonus/compensation (Note 7). For the year ended June 30, 2007, stock options (156,666 common shares), preferred stock (10,000 common shares) and unpaid stock bonus/compensation were antidutive and, therefore, were not included in the computation of diluted net loss per common share. The weighted average shares outstanding at June 30, 2007 was 15,079,845. Diluted net income per common share for the year ended June 30, 2006, was computed as follows: Net income for per share computation $10,112,971 =========== Weighted average shares outstanding 15,078,598 Incremental shares from assumed exercise or conversion of dilutive instruments: Options 18,750 Preferred stock 10,000 ----------- Shares outstanding - diluted 15,107,348 =========== Stock-Based Compensation The Company accounts for stock-based compensation under Statement of Financial Accounting Standards (SFAS) No. 123(R), "Share-Based Payment", using the modified prospective application method. SFAS No. 123(R) requires the cost of employee compensation paid with equity instruments to be measured based on grant-date fair values and recognized over the vesting period. Page 28 of 48 Recently Issued Accounting Standards In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109". FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained on its merits if audited and challenged. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. FIN 48 will be applicable for the Company beginning fiscal 2008. The Company will be required to apply the provisions of this Interpretation to all tax positions upon initial adoption with any cumulative effect to be recognized as an adjustment to accumulated deficit. Management is currently assessing the impact of FIN No. 48 on the consolidated financial statements. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements (as amended)", which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements. SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and therefore, does not expand the use of fair value in any new circumstances. SFAS 157 will be effective for the Company beginning fiscal 2009. Management is currently evaluating the impact SFAS 157 will have on the consolidated financial statements. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities SFAS 159 (as amended), Including an Amendment of FASB Statement No. 115," which permits entities to measure eligible financial assets, financial liabilities and firm commitments at fair value, on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other generally accepted accounting principles. The fair value measurement election is irrevocable and subsequent changes in fair value must be recorded in earnings. SFAS 159 will be effective for the Company beginning fiscal 2009. Management is currently evaluating if it will elect the fair value option for any of the Company's eligible financial instruments. Reclassifications Certain reclassifications were made to the 2006 consolidated financial statements to make them comparable with the 2007 presentation. The reclassifications had no impact on net income or net cash flow. NOTE 2 - GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has relied on The Matthews Group for funding. Through August 2007, The Matthews Group has funded $1,796,296, including prepayments, of the original of $2,000,000 stock subscription receivable. Page 29 of 48 In February 2005, Veritec filed for bankruptcy protection under Chapter 11 and emerged from bankruptcy in August 2006. As reflected in these consolidated financial statements, Veritec settled $9,356,948 of debts including $7,874,518 owed to Mitsubishi. As of June 30, 2007 and 2006, the Company has recognized licensing revenue of $1,767,894 and $769,267, respectively, through its relationship with VData. The Company has not received additional licensing revenue from VData since the third quarter of fiscal 2007. This license revenue should not be viewed as unlimited and is likely to decline or cease in the near future considering the potential adverse determination in regard to the Patent Reexaminations or the Declaratory Judgment being sought by Cognex of Patent Nos. 4,924,078 and 5,612,524 (Note 10 - Contingencies). At June 30, 2007, the Company has $790,089 and $472,924 of cash and working capital, respectively. The Company believes its cash and forecasted cash flow from operations will be sufficient to continue operations through fiscal 2008. The Company may require additional funds to continue to develop its existing and future projects; there can be no assurance that the Company would be successful in raising such funds. NOTE 3 - NOTES RECEIVABLE In December 2006, the Company loaned $100,000 to RBA International, Inc. (RBA). RBA is a software company that specializes in the financial services industry. The unsecured note bore interest at 10% and was due January 31, 2007. In January 2007, the Company extended the note to March 1, 2007, and applied all charges incurred by the Company for services performed and/or software purchases from RBA against the note and will accrue interest until such time that the note is paid in full. As of June 30, 2007, the note receivable had a balance of $570. In January 2007, the Company loaned $300,000 to RBA and related owners of RBA. The note bore interest at 10%, was due on or before March 1, 2007 and was collateralized by certain assets of RBA. On March 1, 2007, the note and accrued interest were paid. In April 2007, the Company loaned $200,000 (two $100,000 notes) to RBA. The notes bore interest at 8% and were due on or before May 16, 2007 and were collateralized by certain assets of RBA. These two notes including accrued interest of $900 were consolidated into one $200,900 noninterest bearing note due on or before May 16, 2007. In addition, the Company received two software licenses to RBA's products. On May 16, 2007, RBA failed to make payment on this note. The Company demanded and received the banking software and related documentation that RBA used as collateral to guarantee the note. The Company does not believe the collateral is easily marketable and, therefore, wrote-off the entire amount of the note receivable defaulted on by RBA and has not assigned any value to the collateral received. In June 2007, the Company provided a $125,000 line of credit bearing interest at 10% to RBA. As of June 30, 2007, RBA has borrowed the maximum $125,000. Due to the default by RBA on the $200,900 note receivable, the Company reserved $48,000 on this note. The reserve is based on estimated services RBA will perform for the Company's benefit through December 2007. NOTE 4 - PROPERTY AND EQUIPMENT Property and equipment consisted of the following: Page 30 of 48 June 30, ------------------ 2007 2006 -------- ------- Furniture and equipment $140,338 $62,159 Vehicles 35,301 35,301 -------- ------- 175,639 97,460 Less accumulated depreciation 87,634 76,372 -------- ------- $ 88,005 $21,088 ======== ======= All property and equipment is located in the United States. NOTE 5 - OTHER ASSETS Software License The software license of $83,333 was net of accumulated amortization of $16,667 at June 30, 2007. Amortization expense for software license was $16,667 for fiscal year 2007. Future amortization expense is estimated to be $33,333 in each fiscal years 2008 and 2009, and 16,667 in fiscal year 2010. Patents Costs The patent application costs of $18,756 of the PhoneCode(C) technology, when approved, will be amortized over its estimated useful life. If not approved, or if considered impaired, these costs will be written off. NOTE 6 - PREPAYMENTS ON SUBSCRIPTION RECEIVABLE The Matthews Group, in the past, has made prepayments against the Company's subscription receivable (Note 7). These prepayments were unsecured and noninterest bearing. The prepayment on the subscription receivable were applied against the subscription receivable during fiscal 2007. NOTE 7 - STOCKHOLDERS' EQUITY Preferred Stock The articles of incorporation of Veritec authorize 10,000,000 shares of preferred stock with a par value of $1.00 per share. The Board of Directors is authorized to determine any number of series into which shares of preferred stock may be divided and to determine the rights, preferences, privileges and restrictions granted to any series of the preferred stock. As part of the bankruptcy Plan of Reorganization approved in 1999, a new Series H convertible preferred stock was authorized. The Plan called for Veritec to issue 275,000 shares of restricted Series H convertible preferred stock in exchange for $2,000,000 of assets being invested into Veritec. Each share of Series H convertible preferred stock is convertible into 10 shares of the Veritec's common stock at the option of the holder. In September 1999, The Matthews Group received 275,000 shares of Series H convertible preferred stock in exchange for a $2,000,000 promissory note. The Matthews Group exercised the conversion privilege and converted 200,000 preferred shares to 2,000,000 shares of common stock. Page 31 of 48 In December 2004, The Matthews Group exercised the conversion privilege of their remaining balance of Series H convertible preferred stock and converted 75,000 preferred shares into 750,000 shares of common stock. The remaining 1,000 shares of Series H convertible preferred stock issued and outstanding is owned by an unrelated party. Stock Bonus/Compensation The Company has an agreement with an employee to issue 5,000 shares of the Company's common stock beginning August 2006 and 2,000 shares of the Company's common stock annually each May thereafter for five years. Compensation expense related to this agreement was $8,700 for the year ended June 30, 2007. The 2,000 shares granted in May 2007 are expected to be issued in fiscal 2008. The Company entered into an agreement with a consultant to issue 15,000 shares of the Company's common stock as of January 2, 2007. Compensation expense related to this agreement was $26,250 for the year ended June 30, 2007. The issuance of the stock is expected in fiscal 2008. On February 6, 2007, the Company authorized a $300,000 bonus to Van Tran, a director and the chief executive officer of the Company (CEO). The bonus is payable in either cash or stock equivalents to be determined at the sole discretion of the CEO. If the CEO elects to receive such bonus in the form of restricted stock, the stock price to be used to calculate the number of shares of restricted stock will be the closing market price on February 6, 2007 of $1.15 per share. The timing of the bonus payment, either as partial payment or payment in full and the form of the bonus is at the sole discretion of the CEO. The liability for the bonus is recorded based on the greater of $300,000 or the value of the shares the CEO is entitled to receive based on the closing balance sheet date stock price. As of June 30, 2007, $41,000 of the bonus was paid to the CEO. The remaining accrued bonus was $259,000. In June 2007, the Company issued 10,000 shares of the Company's common stock to a consultant for $5,000 of services. Stock Options The Board of Directors authorized the CEO to issue up to 1,000,000 shares of the Company's common stock in the form of options or stock bonuses to employees and consultants. At June 30, 2007, stock and stock options totaling 489,166 have been committed under this authorization. The Company has agreements with certain employees that provide for five years of annual grants of options, on each employment anniversary date, to purchase shares of the Company's common stock. The option price is 15% below the market price on the date of grant, the options vest one year from the date of grant, and the options expire five years after vesting. The Company granted 116,666 and 30,000 options under this arrangement in 2007 and 2006, respectively. The Company has commitments under these agreements to grant options to acquire 80,000 shares of the Company's common stock each year for 2008 through 2010, and 50,000 shares in fiscal 2011. In addition to the options granted above, the Company granted options to purchase 40,000 shares of the Company's common stock to certain employees during the year ended June 30, 2007. The option price is $0.25 per share, the options are vested and the options expire five years from the grant date. Page 32 of 48 A summary of stock options is as follows: Number of Weighted - Average Shares Exercise Price --------- ------------------ Outstanding at June 30, 2005 15,000 $0.80 Expired (15,000) $0.80 Granted 30,000 $2.04 ------- Outstanding at June 30, 2006 30,000 $2.04 Granted 156,666 $0.92 Expired (30,000) $1.47 ------- Outstanding at June 30, 2007 156,666 $1.03 ======= The weighted-average remaining contractual life of stock options outstanding at June 30, 2007 is 5.0 years. 70,000 shares with a weighted-average exercise price of $1.02 are exercisable at June 30, 2007 with 4.4 years remaining contractual life. The weighted-average grant date fair value for options granted in fiscal 2007 and 2006 was $0.72 and $0.87, respectively. A summary of nonvested stock options is as follows: Weighted- Average Number of Grant Date Shares Fair Value --------- ---------- Outstanding at June 30, 2006 30,000 $0.87 Granted 156,666 $0.72 Vested (70,000) $1.16 Expired (30,000) $0.62 ------- Outstanding at June 30, 2007 86,666 $0.76 ======= The weighted-average fair value of options granted was estimated at grant date using the Black-Scholes-Merton option pricing model with the following weighted-average assumptions: Years Ended June 30, ----------------- 2007 2006 ------- ------- Risk-free interest rates 4.84% 4.96% Dividend yields 0% 0% Volatility (1) 34.61% 7.39% Weighted average expected life (2) 3 years 3 years Page 33 of 48 (1) Volatility was based on the historical volatility of certain competitor companies for periods the Company was in bankruptcy, and the volatility of the Company's common stock for periods post bankruptcy. (2) The Company estimated the expected life of options based on historical experience and other averaging methods. Stock-based compensation expense was $112,198 and $0 during the years ended June 30, 2007 and 2006, respectively. As of June 30, 2007, there was $10,362 of unrecognized compensation costs related to stock options. These costs are expected to be recognized over the next three quarters. Subscription Receivable In September 1999, the Company accepted a commitment from The Matthews Group to fund the $2,000,000 required under the bankruptcy Plan of Reorganization. This funding is a promissory note that requires monthly payments to the Company of $18,519 through fiscal 2008. These payments are noninterest bearing and are collateralized by a pledge of properties controlled by principals of The Matthews Group. A California Deed of Trust and Minnesota mortgages were filed against various pledged properties to collateralize the subscription. The Company imputes a 10% interest rate on this subscription receivable. Imputed interest on the subscription is excluded from operating results and is instead credited directly to additional paid-in capital. NOTE 8 - CONCENTRATIONS Major Customers: Customers in excess of 10% of total revenues were as follows: Years Ended June 30, ----------- 2007 2006 ---- ---- Customer A 80% 33% Customer B -- 27% Customer C -- 14% --- --- 80% 74% === === Major Suppliers: The Company has in the past depended on one major supplier for its source of scanners. In 2007, the Company successfully ported their software into several scanners produced by various manufacturers alleviating any risk the Company may have had in the marketplace. Foreign Revenues: Foreign revenues accounted for 19% of the Company's total revenues in fiscal 2007 and 65% in fiscal 2006. (4% Taiwan, 5% Korea, 6% Japan, 3% Germany and 1% others in fiscal 2007 and 6% Japan, 36% Korea, 18% Taiwan and 5% others in fiscal 2006.) Page 34 of 48 NOTE 9 - INCOME TAXES Deferred income taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Veritec and Vcode file a consolidated income tax return in the United States. A reconciliation between the expected federal income tax rate and the actual tax rate is as follows: Years Ended June 30, ------------------------------------------ 2007 2006 ------------------ --------------------- Amount Percent Amount Percent -------- ------- ----------- ------- Expected federal tax (benefit) $(88,800) (34.0)% $ 3,438,400 34.0% State income tax, net of federal tax (benefit) (16,900) (6.5) 654,100 6.5 Other 5,500 2.1 (10,700) (0.1) Valuation and utilization of deferred tax assets 100,200 38.4 (4,081,800) (40.4) -------- ----- ----------- ----- Income tax expense (benefit) $ -- --% $ -- --% ======== ===== =========== ===== Deferred income tax assets have been reduced by a valuation allowance as it is more likely than not that they will not be realized. The valuation allowance increased by $100,200 for the year ended June 30, 2007 and decreased by $4,081,800 for the year ended June 30, 2006. The Company used $1,808,000 Federal and Minnesota net operating loss carry forwards to reduce its 2006 taxable income. The following is a summary of the deferred tax assets (separate disclosure of state deferred taxes has not been presented as such disclosure is not considered to be material): June 30, ------------------------- 2007 2006 ----------- ----------- Allowance for doubtful accounts $ 28,800 $ 11,300 Intangible assets 39,100 45,000 Accrued expenses 39,700 5,400 Net operating loss carryforwards 2,771,800 2,717,500 ----------- ----------- Deferred tax asset 2,879,400 2,779,200 Valuation allowance (2,879,400) (2,779,200) ----------- ----------- Net deferred tax asset $ -- $ -- =========== =========== Veritec has net operating loss carryforwards available to offset future taxable income that expire as follows (year ending June 30): Page 35 of 48 Year Federal Minnesota ---- ---------- -------- 2008 $ 280,000 $ -- 2009 1,410,000 -- 2010 1,227,000 -- 2011 457,000 -- 2012 301,000 -- 2018 480,000 -- 2019 451,000 -- 2020 330,000 731,000 2021 654,000 -- 2022 105,000 -- 2023 794,000 -- 2025 1,498,000 138,000 ---------- -------- $7,987,000 $869,000 ========== ======== The ability to utilize the net operating loss carry forwards could be limited by Section 382 of the Internal Revenue Code which limits their use if there is a change in control (generally a greater than 50% change in ownership). NOTE 10 - COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases its U.S. office facilities from its CEO, under a lease expiring June 30, 2012 and requiring monthly payments of $3,150 plus common area costs. The Company leased a single-family residence in Plymouth, Minnesota on a month-to-month basis from a principal of The Matthews Group for purposes of housing customers, guests and consultants. This lease expired on September 1, 2007. In January 2007, the Company began leasing on a month-to-month basis, a single-family residence in Golden Valley, Minnesota owned by the CEO. Rent expense, included in operating cost, to related parties was $64,300 and $55,800 in 2007 and 2006, respectively. Future annual minimum lease payments total $37,800 in each fiscal year 2008 thru 2012, totaling $189,000. Design Agreement In November 2006, the Company entered into an agreement with a manufacturing company to design and develop a line of readers to overcome the Company's dependence on outside suppliers. In Phase One of the project, a proto-type cell phone reader designed by the manufacturing company was evaluated and accepted. Phase Two of the project requires the manufacturing company to design and manufacture four individual proto-type models of readers that work with Matrix Symbologies. The agreement required a deposit of $30,000 and payments of $30,000 for each of the four defined milestones with the total project cost not to exceed $150,000. The project is continuing to progress but at this time no estimate as to the completion date has been determined. To date the Company has made the required deposit of $30,000 and a $20,000 advance. Payments under this agreement are recorded as research and development expense as the service is provided. Contingencies On June 30, 2000, we were served as a defendant in the matter of Starsolsky vs. Veritec, Inc., et al., in the United Stated District Court for the Central District of California. The suit was later Page 36 of 48 transferred to Minnesota. This suit was brought by a shareholder and former director of the Company against Veritec and various individuals claiming that certain corporate actions were taken without proper authority of the Company's Board of Directors and/or contrary to the Plan of Reorganization the Company filed and completed under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court in the 1990's. The complaint sought equitable relief to set aside the issuance of Series H preferred stock (now converted into common stock) issued to The Matthews Group that was authorized by the previously approved bankruptcy reorganization plan in 1999, to prevent The Matthews Group from voting its stock at any meetings of stockholders and to remove certain of the individual defendants as directors of the Company. No damages were sought. In September 2007, judgment was entered in favor of the Company and the other defendants dismissing with prejudice the Federal claims and dismissing without prejudice the remaining State claims. The plaintiff has 30 days from the date of entry of the judge to appeal. Vcode joined with VData as Plaintiffs in patent enforcement litigation filed on October 4, 2005, against Brother Industries, Ltd., Sato Corporation, Toshiba Corporation and US Bank National Association in the United States District Court for the District of Minnesota alleging violations of the Company's patents. US Bank National Association has entered into a licensing agreement with the Company and the case as to that defendant was dismissed. The remaining defendants, Brother Industries, Ltd., Sato Corporation, and Toshiba Corporation, did not settle but were dismissed from the case without prejudice. VData and the Company must wait for resolution of the patent reexaminations, described below, before re-asserting claims against the remaining defendants. On March 13, 2006, in response to notices of infringement sent to its customers by VData, Cognex Corporation filed a preemptive action seeking a Declaratory Judgment against VData and the Company in the United States District Court for the District of Minnesota. Amongst other remedies the action seeks a ruling from the court that Vcode's United States Patent No. 5,612,524 is not enforceable against Cognex Corporation and its customers, that the Company has defamed Cognex and that the Company has engaged in unfair and deceptive business practices in violation of Minnesota law. On December 27, 2006, an answer and affirmative defense was filed to contest the plaintiff's allegations and claims for damages, injunctive relief, attorney's fees, and costs. A counterclaim was also filed for infringement of United States Patent No. 5,612,524. A claim construction hearing in this case is scheduled for September 7, 2007. This case is currently scheduled for trial on January 14, 2008. On April 6, 2006, the U.S. Patent and Trademark Office granted a Third Party Request for an Ex Parte Reexamination of Vcode's United States Patent No. 5,612,524. A response on behalf of the Company rebutting the allegations in the Request for Reexamination has been filed with the U.S. Patent and Trademark Office. The Company is awaiting a determination by the U.S. Patent and Trademark Office on whether to proceed with the reexamination process or dismiss the request for lack of merit. The Company has been advised by legal counsel that a preemptive filing of such a request for Ex Parte Reexaminations is commonplace in the enforcement areas of patent law and practice. Because, not all claims of the patent have been challenged, the Company believes that a determination adverse to the patent would not be detrimental to the Company's ability to market its products, but could be detrimental to the collection of licensing fees based upon this patent. On May 23, 2006, Vcode joined with VData as a Plaintiff in a pending patent enforcement litigation filed against Aetna, Inc., PNY Technologies, Inc., Merchants' Credit Guide Co., The Allstate Corporation, and American Heritage Life Insurance Company in the United States District Court for the District of Minnesota alleging violations of the Company's patents. The Allstate Corporation and American Heritage Life Insurance Company have entered into a licensing agreement with the Company and the case as to those defendants has been dismissed. Aetna, Inc., and Merchants' Credit Guide Co., have filed responsive pleadings in the action. PNY Technologies, Inc. has counterclaimed with allegations of non-infringement, invalidity, and Page 37 of 48 inequitable conduct and is seeking attorney's fees and costs. Defendant Aetna, Inc. filed a Motion to Dismiss and a Motion for Rule 11 Sanctions. The Court denied both of Aetna's motions. Defendant Merchant's Credit Guide Co. filed a Motion to Stay Alternative Motion for Sanctions. The Court recently granted Merchants' Motion to Stay and the case is currently stayed pending reexamination of the patents. This case has yet been set for trial. On October 26, 2006, a Third Party Request for an Ex Parte Reexamination of Vcode's United States Patent No. 4,924,078 was made. The Company was awaiting a determination from the U.S. Patent and Trademark Office as to whether a grant of the request for reexamination was merited. On January 17, 2007, the reexamination for United States Patent No. 4,924,078 was ordered. The Company has been advised by legal counsel that a preemptive filing of such a request for Ex Parte Reexaminations is commonplace in the enforcement areas of patent law and practice. The Company believes that a determination adverse to the patent would not be detrimental to the Company's ability to market its products, but could be detrimental to the collection of licensing fees based upon this patent. During 2007, VCode and VData filed and approved several infringement complaints against alleged infringers of the 5,331,176 patent. NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION Summary of Noncash Activity: In fiscal 2007, the Company reduced subscriptions receivable by $111,111 through a reduction of the prepayment on subscription receivable of $92,008 and accrued expense of $19,103. In fiscal year 2006, the Company reduced subscriptions receivable by $222,222 through a reduction of the prepayment on subscription receivable. In fiscal 2007, the Company purchased property and equipment from RBA totaling $48,000 by reducing the note receivable from RBA. In fiscal 2007, the Company purchased $55,858 of services from RBA by reducing the note receivable from RBA. In fiscal 2007, the Company issued 7,500 shares of its common stock for accrued expenses of $8,751 and 10,000 shares of its common stock for $5,000 of consulting services. In fiscal 2006, $9,356,948 of accounts payable and accrued expense was relieved as a bankruptcy settlement with creditors. ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES None ITEM 8A CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the Page 38 of 48 period covered by this report. It was concluded that, as of the end of such period, our disclosure controls and procedures are effective. Internal Control over Financial Reporting There have not been any changes in our internal control over financial reporting during the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. It was concluded that, as of the end of such period, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Additionally, our disclosure controls and procedures were also effective in ensuring that information required to be disclosed in our Exchange Act reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosures. ITEM 8B OTHER INFORMATION None PART III ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT. The members of the present Board of Directors and Officers are: Name Office Age Director Since ---- ------ --- -------------- Mr. Larry Matthews Director 79 1999 Mr. Dean Westberg Director 74 2003 Ms. Van Thuy Tran Director, CEO, Treasurer, Secretary 63 1999 Each director will serve until the next annual meeting of shareholders, or until their respective successors have been elected and duly qualified. Directors serve one-year terms. The Board of Directors appoints officers. Mr. Larry Matthews was appointed as Acting President and Chief Executive Officer and Director on January 28, 1999, in conjunction with a plan from "The Matthews Group" to evaluate and possibly fund us out of bankruptcy. Mr. Matthews has been retired for more than five years. Mr. Matthews was Chairman and Co-owner of Vendtronics (sold to Food Engineering Corporation) from 1994 to 1998. From 1963 to 1983 he had various positions at Control Data Corporation, including Vice President of Operations. Currently, Mr. Matthews is on the Board of Directors of Artesyn Technologies (merger of ZYTEC, of which he was a cofounder, and Computer Products), Crosswork, Inc., Third Wave Systems, Solar Attic and ECO Fuels. Mr. Dean W. Westberg was with 3M for 37 years, most of that time as a photographic chemist. Mr. Westberg has been retired for more than five years. At 3M he did factory scale-up of introductory Page 39 of 48 photographic and printing products, quality control and technical service work; and he spent much time in trouble shooting for 3M. After retiring from 3M he expanded his education in international law and foreign trade. He became involved with various start-up companies in establishing trading relations between the United States and Asia. He has established a company to link small businesses in Mexico and the United States with larger North American companies. Mr. Westberg has a B.S. from Hamline University in chemistry and mathematics. He has studied at University of St. Thomas with specialties in international finance, international marketing, and law. Ms. Van Thuy Tran has been the CEO of the Company since 1999. Ms. Tran was President of Asia Consulting and Trading Company from 1979 to 1999, a company dealing with trade in the Pacific Rim countries. She is the co-founder of Circle of Love, providing mission work in Vietnam. She was the founder of Equal Partners, Inc., a construction and building company in Minnesota. Ms. Van Tran has a medical degree and worked in the medical field for over 17 years. Section 16(a) Beneficial Ownership Reporting Compliance Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during fiscal 2007 and Form 5 and amendments thereto furnished to us with respect to fiscal 2007, no person who was a director, officer, or beneficial owner of more than ten percent of any class of our common stock failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act during our most recent fiscal year or prior fiscal years. Committee and Board Meetings Five meetings of our Board of Directors were held in fiscal 2007, and all board members attended all meetings. We had no standing audit, nominating or compensation committees of our Board or committees performing similar functions during fiscal 2007. The directors have regularly communicated to discuss our affairs in addition to formal board meetings to transact and approve appropriate business. Our Board has determined that we do not have an audit committee financial expert. We do not have an audit committee financial expert given the small size of our Company and business and/or inability to attract a board member who would qualify as a financial expert given our current financial position. Code of Ethics We have adopted a code of ethics. Directors Compensation Non-employee directors receive director's fees of $150 for each meeting attended. These directors' fees totaled $862 in fiscal 2007 and $150 in fiscal 2006. Directors have waived fees in the past. Page 40 of 48 ITEM 10 EXECUTIVE COMPENSATION The following table indicates the compensation paid in each of the past three fiscal years to our Chief Executive Officer and each of the next most highly compensated executives whose total annual salary and bonus for Fiscal 2007 exceeded $100,000 ("Named Executives"): Annual Compensation ----------------------------- Name and Fiscal Years Ended Other Restricted Securities Principal --------------------------------- Annual Stock Underlying Position June 30 Salary Bonus Compensation (1) Award Option --------- ------- ------------ -------- ---------------- ---------- ---------- Van Thuy Tran (2) 2007 $150,000 $300,000(3) $22,300(4) $ -- -- CEO 2006 150,000 90,000(5) -- -- -- 2005 150,000 -- -- -- -- Gerald D. Fors (9) 2007 85,000 -- -- 1,200(8) 30,000 CFO 2006 10,625(6) -- -- 7,500(7) 30,000 (1) The total dollar value of all perquisites and other personal benefits was less than 10% of the total annual and bonus reported for each named executive officer in each of the past fiscal years. (2) Ms. Tran joined the Company as CEO in 1999. (3) The bonus is payable in stock or cash at the election of Ms. Tran. During the fiscal year ended June 30, 2007 $41,000 was paid to Ms. Tran. (4) Reimbursement of personal expenditures. (5) Ms. Tran was awarded a bonus by the Board for her accomplishments in Veritec's emergence from Bankruptcy. (6) From employment date of May 16, 2006. (7) Mr. Fors received an aggregate of 5,000 shares of restricted stock which are 100% vested. (8) Mr. Fors received an aggregate of 2,000 shares of restricted stock which are 100% vested. (9) In 2006, the Company entered into an employment agreement with its Chief Financial Officer that provides for five years of annual grants of 30,000 options to purchase shares of the Company's common stock. The option price is 15% below the market price on the date of grant, the options vest one year from the date of grant, and the options expire five years after vesting. Outstanding Equity Awards at Fiscal Year-End Stock Awards ------------------------------------------------------------ Equity Incentive Equity Plan Option Awards Incentive Awards: ---------------------------------------------------- Plan Market or Equity Awards: Payout Incentive Plan Number of Value of Number of Number of Awards: Number Market Unearned Unearned Securities Securities of Securities Number of Value of Shares, Shares, Underlying Underlying Underlying Shares or Shares or Units or Units or Unexercised Unexercised Unexercised Option Units of Units of Other Other Options Options Unearned Exercise Option Stock That Stock That Rights That Rights That (#) (#) Options Price Expiration Have Not Have Not Have Not Have Not Name Exercisable Unexercisable (#) ($) Date Vested (#) Vested ($) Vested (#) Vested ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) ---- ----------- ------------- -------------- -------- ---------- ---------- ---------- ----------- ----------- Jerry Fors 30,000 30,000 (1) 90,000 (1) $2.04 2012 10,000 $8,000 (1) In 2006, the Company entered into an employment agreement with its Chief Financial Officer that provides for five years of annual grants of 30,000 options to purchase shares of the Company's common stock. The option price is 15% below the market price on the date of grant, Page 41 of 48 the options vest one year from the date of grant, and the options expire five years after vesting. As of June 30, 2007, there were 30,000 options for shares of common stock that have been granted and are exercisable and 30,000 options for shares of common stock that have been granted but are not exercisable. There remains 90,000 options for shares of common stock that have not been granted based on continued employment. Director Compensation Nonqualified Fees Earned or Deferred Paid-in Cash Stock Awards Option Awards Non-Equity Inventive Compensation Earnings All Other Total Name ($) ($) ($) Plan Compensation ($) ($) Compensation ($) ($) (a) (b) (c) (d) (e) (f) (g) (h) ---- -------------- ------------ ------------- --------------------- --------------------- ---------------- ----- Dean Westberg $750 $112 $862 See the table on page 16 for summary of outstanding options issued or authorized for issuance under equity compensation plans. ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth, as of June 30, 2007 certain information with respect to all shareholders known by us to be beneficial owners of more than 5% of our outstanding common stock, all directors, and all of our officers and directors as a group. Number of Shares Beneficially Owned Percent of Common Shares Name & Address (see note 1 below) Common -------------- ------------------ ---------- Larry Matthews 50,000 0.3% 7601-5th Avenue So., Richfield, MN 55423 Gerald Fors 5,000 0.0% 7321-15th Avenue So., Richfield, MN 55423 Dean Westberg 55,000 0.4% 4124 Jay Lane, White Bear Lake, MN 55110 J Technologies, LLC 1,328,004 8.8% 1430 Orkla Drive, Golden Valley, MN 55427 Van Thuy Tran (see note 1) 4,320,859 28.6% 1430 Orkla Drive, Golden Valley, MN 55427 The Matthews Group 8,483,218 56.2% 1430 Orkla Drive, Golden Valley, MN 55427 Larry Johanns (see note 1) 4,559,541 30.2% 518 North 12 Street, Osage, IA 50461 All Officers, Directors and 5% Owners as a group (6 persons) 10,318,404 68.4% (1) The above shares include 50% of the shares owned or issuable to The Matthews Group. Van Thuy Tran and Larry Johanns each own 50% of The Matthews Group. Page 42 of 48 ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Subscription Receivable In September 1999, we accepted a commitment from The Matthews Group 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 $18,519. These payments are non-interest bearing and are secured by a pledge of properties controlled by the principals of The Matthews Group. The note is collateralized by mortgages on income-producing real estate having an assessment value in excess of $800,000, three properties owned by Van Thuy Tran and one property by Larry Johanns. The current remaining balance on the note is $203,704. In the past, the Matthews Group has made prepayments against its Subscription Payable to us. These prepayments were unsecured and non-interest bearing. At June 30, 2006, the prepayment of subscription receivable had a balance of $92,008, which was ultimately applied against the subscription receivable during 2007. As of June 30, 2007, the prepayment of subscription receivable had a balance of $0. In addition, during the fiscal year ended June 30, 2007 The Matthews Group paid $130,214 on the note. Other Related Party Transactions We lease our U.S. office facilities from Van Tran, a director and chief executive officer of the Company, under a lease expiring June 30, 2012 and requiring monthly payments of $3,150 plus common area costs. The Company leased a single-family residence in Plymouth, Minnesota on a month-to-month basis from a principal of The Matthews Group for purposes of housing customers, guests and consultants. This lease expired on September 1, 2007. In January 2007, the Company began leasing on a month-to-month basis, a single-family residence located in Golden Valley, Minnesota owned by Van Tran. Rent expense, included in operating cost, to related parties was $64,300 and $55,800 in 2007 and 2006, respectively. Future annual minimum lease payments total $37,800 in each fiscal year 2008 through 2012. ITEM 13 EXHIBITS *3(i) Restated Articles of Incorporation of Veritec, Inc. (filed as exhibit 3(i) to Veritec's Quarterly Report on Form 10QSB for the quarter ended March 31, 2007, and incorporated herein by reference). *3(ii) Bylaws of Veritec, Inc. (filed as exhibit 3(ii) to Veritec's Quarterly Report on Form 10QSB for the quarter ended December 31, 2006, and incorporated herein by reference). *13(a) Form 10-KSB for the period ended June 30, 1999, filed on October 13, 1999, and is incorporated herein by this reference. *14. Code of Ethics of Veritec, Inc. (as an exhibit hereto). 31. CEO/CFO Certification required by Rule 13a14(a)/15d14(a) under the Securities Exchange Act of 1934. 32. Veritec, Inc. Certification of CEO/CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). * As Previously Filed With respect to the documents incorporated by reference to this Form 10-KSB, Veritec's Commission File Number is 0-15113. Page 43 of 48 ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees The aggregate fees billed by Lurie Besikof Lapidus & Company, LLP for professional services rendered for the audit of our annual consolidated financial statements, including reviews of the interim consolidated financial statements, for fiscal year ended June 30, 2007 were $37,800 to date. The aggregate fees billed by Lurie Besikof Lapidus & Company, LLP for professional services rendered for the audit of our annual consolidated financial statements, including reviews of the interim consolidated financial statements, for fiscal year ended June 30, 2006 were $126,100 to date. Audit-Related Fees Callahan, Johnson and Associates, LLC was paid $1,140 and Lurie Besikof Lapidus & Company, LLP was paid $1,200 for preparation of income tax return for fiscal year ended June 30, 2006. Callahan, Johnson and Associates, LLC was paid $1,939 for preparation of income tax return for fiscal year ended June 30, 2005 and 2004. SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VERITEC, INC. By /s/ Van Thuy Tran September 28, 2007 ---------------------------------- Van Thuy Tran Director, Chief Executive By /s/ Gerald Fors September 28, 2007 ---------------------------------- Gerald Fors Chief Financial Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date --------- -------- ------------------ /s/ Dean Westberg Director September 28, 2007 ------------------------------------- Dean Westberg /s/ Larry Matthews Director September 28, 2007 ------------------------------------- Larry Matthews Page 44 of 48