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 2024-04-01

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form

 (Mark
One)

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the quarterly period ended June 30, 2024

 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from __________ to __________

 Commission
File Number: 000-15113

 VERITEC, INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 95-3954373

 (State or other jurisdiction
 of

 (I.R.S. Employer

 incorporation or organization)

 Identification No.)

 2445 Winnetka Avenue N.

 Golden Valley, MN 55427

 (Address
of principal executive offices) (zip code)

 ( 763)
 253-2670

 (Registrant's
telephone number, including area code)

 Title
 of Each Class

 Trading
 Symbol

 Name
 of Each Exchange on Which Registered

 Common Stock, par value
 $0.01 per share

 VRTC

 OTC Pink

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

 Yes
 No

by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).

 Yes
 No

 i

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes
 No

 The
aggregate market value of the voting common equity held by non-affiliates as of December 31, 2023, based on the closing sales price of
the common stock as quoted on the OTC Markets was $ 305,000. For purposes of this computation, all officers, directors, and 5 percent
beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed an admission that such directors,
officers, or 5 percent beneficial owners are, in fact, affiliates of the registrant.

 As
of October 9, 2024, there were 39,938,007 shares of registrant's common stock outstanding.

 ii

 TABLE
OF CONTENTS

 Page

 FORWARD-LOOKING STATEMENTS

 iii

 PART
 I

 ITEM 1. DESCRIPTION
 OF BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM 1B. UNRESOLVED STAFF
 COMMENTS

 ITEM 1C. CYBERSECURITY

 ITEM 2. DESCRIPTION OF
 PROPERTY

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURE

 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
 MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6. SELECTED FINANCIAL DATA

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
 OR PLAN OF OPERATION

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
 MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
 ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 PART
 III

 ITEM 10. DIRECTORS, EXECUTIVE
 OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP
 OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13. CERTAIN RELATIONSHIPS
 AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTANT
 FEES AND SERVICES

 ITEM 15. EXHIBITS

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 iii

 FORWARD-LOOKING
STATEMENTS

 This
Annual Report on Form 10-K ("Annual Report"), the other reports, statements, and information that we have previously filed
or that we may subsequently file with the Securities and Exchange Commission ("SEC") and public announcements that we have
previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements
that may be deemed to be forward-looking statements. The forward-looking statements included or incorporated by reference in this Annual
Report and those reports, statements, information and announcements address activities, events or developments that Veritec, Inc. (together
with its subsidiaries hereinafter referred to as "we," "us," "our", the "Company" or "Veritec")
expects or anticipates will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives,
assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often,
but not always, made through the use of words or phrases such as "may," "should," "could," "predict,"
"potential," "believe," "will likely result," "expect," "will continue,"
"anticipate," "seek," "estimate," "intend," "plan," "projection,"
"would" and "outlook," and similar expressions. Accordingly, these statements involve estimates, assumptions,
and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements
are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning
economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available
to us on the dates noted, and we assume no obligation to update any such forward-looking statements.

 iv

 PART
I

 ITEM
1. DESCRIPTION OF BUSINESS

 Summary

 Veritec,
Inc. (the "Company") is primarily engaged in the development, sales, and licensing of products and providing services related
to its mobile banking solutions.

 As
a Cardholder Independent Sales Organization, Veritec is able to promote and sell Visa-branded card programs. As a Third-Party Servicer,
Veritec provides back-end cardholder transaction processing services for Visa-branded card programs on behalf of its sponsoring bank.
Veritec has a portfolio of five United States and eight foreign patents. In addition, we have seven U.S. and twenty-eight foreign
pending patent applications. Veritec has had agreements with various banks in the past and is currently seeking a bank to sponsor its
Prepaid Card programs.

 The
Company was also previously engaged in its proprietary two-dimensional matrix symbology technology (also commonly referred to as "two-dimensional
barcodes", "2D barcodes", or "Barcode Technology") which it sold on September 30, 2015 to The Matthews
Group, a related party. The Company subsequently entered into a management services agreement with The Matthews Group to manage all facets
of The Matthews Group's Barcode Technology operations through June 30, 2025.

 In
this Form 10-K, the Company's mobile software banking technology will hereafter be referred to as its "Mobile Banking Technology".
The Mobile Banking Technology is used to offer Prepaid Card Programs to sponsor banks and approved applicants/cardholders. These programs
may also be referred to as the MTC card or the Blinx ON-OFF Prepaid Card programs.

 Company
History

 As
a Cardholder Independent Sales Organization, Veritec is able to promote and sell Visa-branded card programs. As a Third-Party Servicer,
Veritec provides back-end cardholder transaction processing services for Visa-branded card programs on behalf of its sponsoring bank.
Veritec has a portfolio of five United States and eight foreign patents. In addition, we have seven U.S. and twenty-eight foreign
pending patent applications. Veritec has had agreements with various banks in the past and is currently seeking a bank to sponsor its
Prepaid Card programs.

 Our
Products and Solutions

 The
Company believes that its Mobile Banking Technology platform and its blinx On-Off debit card and blinxPay mobile wallet
programs are a significant advance in mobile banking and close loop/open loop debit technology and is capable of bringing significant
value to card issuing and sponsoring organizations, whether they be commercial or government.

 (a) MTC
Debit Card - Visa Prepaid Card Programs

 In
fiscal year 2009, the Company announced the release of its Mobile Toggle Card (MTC) Program on the Company's mobile banking
software platform under a sponsoring bank. Veritec's mobile banking software platform is a debit based, pre-paid and gift card
solution that is licensed by Veritec's wholly owned subsidiary, Veritec Financial Systems, Inc., to debit card issuers and sponsoring
organizations. Under the MTC Program, card issuers and sponsors may provide the MTC branded debit or gift cards to individuals
with and without demand deposit accounts (e.g., the latter the "under-banked"). The MTC card may be part of a Visa
branded program and, as such, the cards are accepted anywhere in the world that Visa cards are accepted.

 With
an MTC card, the cardholders are empowered to combat unpermitted and fraudulent use of their debit cards by "toggling"
their cards "on" and "off" with their mobile phones. Cardholders no longer have to completely rely on their card
issuers to monitor possible fraudulent activity on their accounts. Cardholders can now de-activate their cards themselves, in real-time,
any time they choose to do so. In addition to this toggling feature, cardholders may apply for their cards online, arrange for direct
deposits to be made to their cards, and transfer money to their card from another account. Cardholders may also elect to receive various
alerts on their mobile phones about activity on their card. In the fiscal year 2010, the Company began accepting applications for the
MTC card from individual applicants and issuing live Visa branded debit cards under the MTC Mobile Toggle Card Program.

 (b) blinx
ON-OFF Debit Card - Visa Prepaid Card Programs

 In fiscal year 2011, Veritec began marketing the blinx ON-OFF
branded card under a bank sponsorship. The blinx ON-OFF card is based on the Mobile Banking Technology platform and offers the
same features and functions as the MTC branded card but with different pricing for bank-sponsored cards.

 (c) Custom
Branded Debit Card Programs

 In
addition to the MTC and blinx ON-OFF branded program, the Company enables card issuers and sponsors to issue debit, pre-paid
and gift cards under their own branded programs through licensed use of the mobile banking platform and the Company's provision
of related professional services.

 (d) blinxPay
Mobile Wallet App

 The
Company released its blinxPay mobile wallet application during fiscal year 2016. blinxPay is a secure payment processing
system and mobile app that enables customers to make purchases at participating merchants using funds loaded into their blinxPay
virtual account. The blinxPay mobile app is available for download for free at both Google Play and Apple App Store.

 Veritec's
mobile banking solution also enables member card programs to be processed and settled member rewards to its members in either an open
or closed loop processing environment. In addition to its front-end licensing and professional services, the Company also provides back-end
card processing services to the card issuing institutions for all cardholder transactions on the licensed platform. The Company's
Mobile Banking Technology resides within a Payment Card Industry (PCI) compliant data processing center.

 Intellectual
Property Rights

 The
Company was founded upon its intellectual property on its belief that its intellectual property will give the Company a commercial advantage
in the global marketplace. The Company relies on patent, trade secret, copyright and trademark law, as well as the company's contractual
terms with its customers, to define, maintain and enforce the Company's intellectual property rights in its Mobile Banking Technology
and other technologies and relationships.

 The
Company has a portfolio of seven United States and eight foreign patents. In addition, we have three U.S. and eight foreign
pending patent applications.

 A
significant amount of the Company's intellectual property takes the form of trade secrets and copyrighted works of authorship.
The Company treats the source code to its Mobile Banking Technology as trade secrets, and its licensed software applications are copyrightable
subject matter.

 We
have a portfolio of registered and pending trademarks in the U.S. and foreign jurisdictions, including registrations for the marks
"VSCode " and "VeriCode." The Company uses "Veritec" as a trademark and service mark, as
well as serving as the Company's trade name.

 Major
Customers

the year ended June 30, 2024, the Company had one customer (a related party) that represented 37% of our revenues, one customer
that represented 33% of our revenues and one customer that represented 22% of our revenues. No other customer represented more than
10% of our revenues.

the year ended June 30, 2023, we had three customers that represented 61% (a related party), 14% and 13% of our revenues, respectively.
No other customer represented more than 10% of our revenues.

 Competition

 Our
Mobile Banking Technology competes with other independent sales organizations and third party services of Visa-branded card programs,
including TransCash Corporation, Ready Debit Card by MetaBank, Millenium Advantage Card by New Millenium Bank, and Wired Plastic by Bancorp
Bank. The Company believes, however, that there are very few companies that have the Company's collective attributes of (1) being
an independent sales organization of Visa-branded and non-branded prepaid card programs, (2) being a third party servicer (e.g., back
end processor) for banks issuing Visa-branded and non-branded prepaid card programs, (3) being the developer, marketer and licensor of
the mobile banking platform on which Visa-branded and non-branded card program cardholder transactions take place, and (4) having a mobile
banking platform that enables real-time transaction processing and enabling cardholders to manage their accounts by enabling cardholders
to toggle their cards and their website accounts on and off via their mobile phones.

 Employees

 As
of June 30, 2024, the Company employed seven employees and six independent contractor consultants.

 Financial
Information about Geographic Areas

 For
the years ended June 30, 2024 and 2023, United States customers accounted for 100% of the Company's total revenue.

 ITEM
1A. RISK FACTORS

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this
item.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 Risk
management and strategy

 We
recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information
systems and protect the confidentiality, integrity, and availability of our data.

 Managing
Material Risks & Integrated Overall Risk Management

 We
have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture
of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making
processes at every level. Our management team works closely with our IT department to continuously evaluate and address cybersecurity
risks in alignment with our business objectives and operational needs.

 Oversee
Third-party Risk

 Because
we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage
these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring
to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the SOC reports (or international
equivalent) of our providers and implementing complementary controls. This approach is designed to mitigate risks related to data breaches
or other security incidents originating from third parties.

 Risks
from Cybersecurity Threats

 We
have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

 ITEM
2. DESCRIPTION OF PROPERTY

 We
lease approximately 4,200 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, the Chairman of the Board and the Chief Executive Officer of the
Company. Our lease is currently on a month-to-month term and requires monthly payments of $4,000.

 ITEM
3. LEGAL PROCEEDINGS

 On
September 21, 2016, the Company entered into a settlement agreement with an individual who was a former officer of the Company. The individual
in prior years was also issued 500,000 shares of common stock for services. The Company alleged that the individual used the Company's
intellectual property without approval. Under the terms of the settlement agreement, the individual agreed to relinquish a convertible
note payable and unpaid interest aggregating $364,686 and return 500,000 shares of common stock previously issued to him. In turn, the
Company agreed to release and discharge the individual against all claims arising on or prior to the date of the settlement agreement.
As of June 30, 2024, the 500,000 shares have not been relinquished. When the Company receives the shares, it will record a cancellation
of shares.

 ITEM
4. MINE SAFETY DISCLOSURE

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

 Our
common stock is quoted on the OTCPink marketplace under the symbol VRTC. Prior to that, our common stock was quoted on the OTC Bulletin
Board. Prior to September 4, 2009, our common stock was traded in the over the counter markets and quoted on the OTC Pink Sheets. 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).

 Market
 Price Range of Common Stock

 Fiscal
 2024

 Fiscal
 2023

 Quarter Ended

 High

 Low

 High

 Low

 September 30

 $

 0.05

 $

 0.03

 $

 0.04

 $

 0.03

 December 31

 $

 0.06

 $

 0.02

 $

 0.03

 $

 0.02

 March 31

 $

 0.06

 $

 0.01

 $

 0.02

 $

 0.02

 June 30

 $

 0.04

 $

 0.02

 $

 0.03

 $

 0.02

 Shareholders

 As
of June 30, 2024, there were approximately 797 shareholders of record, inclusive of those brokerage firms and/or clearinghouses holding
our common shares for their clientele.

 Dividend
Information

 We
have not declared any cash dividends since inception and do not anticipate paying any dividends in the foreseeable future. The payment
of dividends is within the discretion of the Board of Directors and will depend on the Company's earnings, capital requirements,
financial condition, and other relevant factors. There are no restrictions that currently limit the Registrant's ability to pay
dividends on its Common Stock other than those generally imposed by applicable state law.

 Unregistered
Sales of Equity Securities

 No
unregistered sales of equity securities occurred during the years ended June 30, 2024 and 2023.

 Securities
Authorized for Issuance under Equity Compensation Plans

 The
following table sets forth information with respect to shares of common stock issuable under outstanding awards granted pursuant to our
equity compensation plan.

 Plan
 Category

 Number
 of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average
 exercise price of outstanding options, warrants and rights

 Number
 of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

 Equity compensation plans approved by security holders

 —

 —

 —

 Equity compensation
 plans not approved by security holders (1)

 $

 0.03

 —

 Total

 $

 0.03

 —

 (1)
The Board of Directors authorized the Chief Executive Officer 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. 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 determined based on 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 Board of Directors granted 1,150,000 stock options to directors and employees under
this arrangement in 2019. The Company granted no stock options or stock bonuses to employees and consultants under this arrangement in
2024 and 2023.

 ITEM
6. SELECTED FINANCIAL DATA

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this
item.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 The
following discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated
financial statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that involve
risks, uncertainties, and assumptions. See "Note Regarding Forward-Looking Statements." Our actual results could differ materially
from those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this report.

 The
following discussion and analysis of the Company's financial condition and results of operations is based on the preparation of
our financial statements in accordance with U.S. generally accepted accounting principles. You should read this discussion and analysis
together with such financial statements and the related notes thereto.

 Inflation

 Global
inflation increased during 2021, 2022 and in 2023. The Russia Ukraine conflict and other geopolitical conflicts, as well as related international
response, have exacerbated inflationary pressures, including causing increases in the price for goods and services and global supply
chain disruptions, which have resulted and may continue to result in shortages in food products, materials and services. Such shortages
have resulted and may continue to result in inflationary cost increases for labor, fuel, food products, materials and services, and could
continue to cause costs to increase as well as result in the scarcity of certain materials. We cannot predict any future trends in the
rate of inflation or other negative economic factors or associated increases in our operating costs and how that may impact our business.
To the extent we are unable to recover higher operating costs resulting from inflation or otherwise mitigate the impact of such costs
on our and their business, our revenues and operating results could decrease, and our financial condition and results of operations could
be adversely affected.

 Recent
Events

 On
July 4, 2022, we entered a Memorandum of Understanding (the "MOU") for the purpose of forming a strategic partnership between
the Company and Nugen Universe, LLC ("Nugen"), a corporation located in Wrightsville Beach, North Carolina. Nugen seeks us
to modify, create, or build a "private label" system for Nugen, with an initial interest in our blinxPay technology and Bio-ID
verification system. Nugen paid us $50,000 at the date of the MOU signing and during the period ended December 31, 2022, we completed
our performance obligations, and recorded the $50,000 payment as Mobile banking technology revenue during the period then ended. Nugen
further agreed to pay the us a 5% ongoing royalty for licensing the Company's blinxPay technology and Bio-ID verification system.
As of June 30, 2024, no royalties have been realized under the MOU.

 On
October 10, 2022, the Company entered into a License and Distributor Agreement ("License Agreement") with Nugen. The License
Agreement became effective on receipt of $200,000 in December 31, 2022 and extends through August 31, 2027. The License Agreement grants
Nugen a Worldwide license and distribution for the Company's blinxPay Close-Loop Virtual Wallet and blinxPay Open-Loop Visa Debit
and all hardware products of the Company. Per the terms of the License Agreement, Nugen agrees to pay the Company a one-time license
payment of $1,000,000 for the right to market the Company's products noted above, of which $200,000 was received by the Company
in December 2022. The initial $200,000 has been recorded as deferred revenue in the Consolidated Balance Sheet. The deferred revenue
balance of $200,000 at June 30, 2023, will begin being amortized to Mobile banking technology revenue starting once the Company has met
its performance obligations under the License Agreement through the remaining term of the License Agreement, which expires on August
31, 2027. The remaining balance of $800,000 is scheduled to be paid as follows: $100,000 when the Company's identifies a domestic
sponsor bank, $350,000 to integrate the Company's blinxPay software platform, and interface blinxPay with a sponsor foreign bank,
and $350,000 on the completion of the final stage of testing, installation, and launch. In addition to the one-time license payment,
Nugen agrees to pay a minimum monthly support fee plus 5% royalty from all sales of products noted above. As of June 30, 2024, no royalty
related revenues have been realized under the License Agreement.

 On
May 1, 2024, the Company entered into an exclusive distribution agreement with Encore Sales and Marketing LLC ("Encore")
under which the Company granted Encore exclusive rights to sell and market the Company's products to the gaming industry (as defined
in the agreement) and on a non-exclusive basis to all other industries through April 2029. In return, the Company received a payment
of $150,000 and will receive an additional $50,000 within the first 120 days of the agreement. The Company will also receive a minimum
payment of $60,000 per month in the first year of the agreement, commencing after 120 days, $120,000 per month in the second year and
$180,000 per month in the third year. All subsequent years will have a minimum of 10% per year growth. As of June 30, 2024, the Company
had only received the $150,000 payment. No other payments have been received.

 Results
of Operations – June 30, 2024 compared to June 30, 2023

 Revenues

 Details
of revenues are as follows:

 Year Ended

 Increase (Decrease)

 2024

 2023

 $

 %

 Mobile banking technology

 $
 139,000

 $
 140,000

 $
 (1,000
)

 (0.1
)

 Other revenue, management fee - related party

 172,000

 216,000

 (44,000
)

 (20.3
)

 License fees

 —

 100.0

 Total Revenues

 $
 461,000

 $
 356,000

 $
 105,000

 29.5

 •
 Mobile banking technology

 Mobile
Banking Technology revenues include products such as the Company's Blinx On-Off prepaid toggle Card and its Open Loop/Close
Loop System and Bio ID Card Platform. Mobile Banking Technology uses web-based mobile technology to offer financial cardholders the very
best technology in conducting secure financial transactions in real time, protecting personal identity, and financial account security.
Mobile Banking Technology revenues for the years ended June 30, 2024 and 2023 were $139,000 and $140,000, respectively.

 •
 Other revenue, management fee - related party

 On
December 31, 2015, the Company sold all of its assets of its Barcode Technology, which was comprised solely of its intellectual property,
to The Matthews Group, a related party. The Company subsequently entered into a management services agreement with The Matthews Group
to manage all facets of the barcode technology operations through June 30, 2024. The Company earns a fee of 35% of all revenues billed
up to June 30, 2024, and recognizes management fee revenue as services are performed. For the years ended June 30, 2024 and 2023, revenue
earned from the management services agreement was $172,000 and $216,000, respectively.

 •
 License fees

 On
May 1, 2024, the Company entered into an exclusive distribution agreement with Encore Sales and Marketing LLC ("Encore")
under which the Company granted Encore exclusive rights to sell and market the Company's products to the gaming industry (as defined
in the agreement) and on a non-exclusive basis to all other industries through April 2029. In return, the Company received a payment
of $150,000 and will receive an additional $50,000 within the first 120 days of the agreement. The Company will also receive a minimum
payment of $60,000 per month in the first year of the agreement, commencing after 120 days, $120,000 per month in the second year and
$180,000 per month in the third year. All subsequent years will have a minimum of 10% per year growth. As of June 30, 2024, the Company
only received the $150,000 payment. The Company recorded the payment of $150,000 as revenue during the year ended June 30, 2024, as all
performance obligations under the agreement had been met as of that date.

 Cost
of Revenue

 Cost
of revenue for the years ended June 30, 2024 and 2023 totaled $173,000 and $211,000, respectively.

 Selling,
General and Administrative Expenses

 Selling,
general and administrative expenses for the years ended June 30, 2024 and 2023 totaled $796,000 and $883,000, respectively. The decrease
in selling, general and administrative expenses was primarily due to decreased payroll, commissions and software R&D as compared
to the same period of the prior year.

 Other
Expense

 Interest
expense for the years ended June 30, 2024 and 2023 was $550,000 and $496,000, respectively. The increase was due to the increase in our
notes payable balance.

 Net
Loss

 We
had a net loss of $1,058,000 for the year ended June 30, 2024, compared to a net loss of $1,234,000 for the year ended June 30, 2023.

 Liquidity
and Capital Resources

 Our
cash balance on June 30, 2024 increased to $118,000 as compared to $61,000 on June 30, 2023. The increase was the result of the net $553,000
net cash provided by financing activities, offset by $496,000 cash used in operating activities. Net cash used in operations during the
year ended June 30, 2024, was $496,000, compared with $499,000 of net cash used in operations during the same period of the prior year.
Cash used in operations during the period ended June 30, 2024 was primarily from our net loss of $1,058,000, offset by increased interest
accrued on convertible notes and notes payable of $551,000. Net cash provided by financing activities of $553,000 was from proceeds received
from notes payable - related party during the period ended June 30, 2024 of $586,000, offset by repayments of $33,000. During the same
period of the prior year, net cash provided by financing activities of $494,000 was from proceeds received from notes payable –
related party.

 The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates
the realization of assets and satisfaction of liabilities in the normal course of business. During the period ended June 30, 2024, the
Company incurred a net loss of $1,058,000 and used cash in operating activities of $496,000, and on June 30, 2024, the Company had a
stockholders' deficit of $9,728,000. In addition, as of June 30, 2024, the Company is delinquent in payment of $794,000 of its
notes payable. These factors, among others, raise substantial doubt about our ability to continue as a going concern within one year
of the date that the financial statements are issued.

 The
Company believes its cash and forecasted cash flow from operations will not be sufficient to continue operations through fiscal 2025
without continued external investment. The Company believes it will require additional funds to continue its operations through fiscal
2025 and to continue to develop its existing projects and plans to raise such funds by finding additional investors to purchase the Company's
securities, generating sufficient sales revenue, implementing dramatic cost reductions or any combination thereof. There is no assurance
that the Company can be successful in raising such funds, generating the necessary sales or reducing major costs. Further, if the Company
is successful in raising such funds from sales of equity securities, the terms of these sales may cause significant dilution to existing
holders of common stock.

 The
Company has traditionally been dependent on The Matthews Group, LLC, a related party, for its financial support. The Matthews Group is
owned 50% by Ms Tran, and 50% by Lawrence J. Johanns, a significant Company stockholder.

notes and notes payable

notes and notes payable includes principal and accrued interest and consist of the following at June 30, 2024 and 2023:

 2024

 2023

 (a) Unsecured convertible notes ($21,000 and $21,000 in default)

 $
 69,000

 $
 66,000

 (b) Notes payable (in default)

 492,000

 475,000

 (c) Notes payable (in default)

 30,000

 29,000

 Total convertible notes and notes payable

 $
 591,000

 $
 570,000

 (a)
The notes are unsecured, convertible into common stock at amounts ranging from $0.08 to $0.30 per share, bear interest at rates ranging
from 5% to 8% per annum, were due through 2011 and are in default or due on demand.

 At
June 30, 2023, convertible notes totaled $66,000. During the year ended June 30, 2024, interest of $3,000 was added to the principal
resulting in a balance owed of $69,000 at June 30, 2024. On June 30, 2024, $21,000 of the convertible notes were in default and convertible
at a conversion price of $0.30 per share into 71,952 shares of the Company's common stock. The balance of $48,000 is due on demand
and convertible at a conversion price of $0.08 per share into 585,440 shares of the Company's common stock.

 (b)
The notes are either secured by the Company's intellectual property or unsecured and bear interest ranging from 6.5% to 10% per
annum, were due in 2012, and are in default.

 At
June 30, 2023, the notes totaled $475,000. During the year ended June 30, 2024, interest of $18,000 was added to principal resulting
in a balance owed of $493,000 at June 30, 2024. At June 30, 2024, $444,000 of notes are secured by the Company's intellectual property
and $49,000 of notes are unsecured.

 (c)
The notes are unsecured and bear interest of 4% per annum and were due on March 17, 2020 and are in default.

 At
June 30, 2023 the notes totaled $29,000. During the year ended June 30, 2024, interest of $1,000 was added to the principal resulting
in a balance owed of $30,000 at June 30, 2024.

notes and notes payable-related parties

and notes payable-related parties include principal and accrued interest and consist of the following at June 30, 2024 and 2023:

 2024

 2023

 (a) Convertible notes-The Matthews Group

 $
 2,084,000

 $
 1,970,000

 (b) Notes payable-The Matthews Group

 5,821,000

 4,988,000

 (c) Convertible notes-other related parties ($251,000 and $242,000 in default)

 500,000

 364,000

 Total convertible notes and notes payable-related parties

 $
 8,405,000

 $
 7,322,000

 (a)
The notes are unsecured, convertible into common stock at $0.08 per share, bear interest at rates ranging from 8% to 10% per annum and
are due on demand.

 The
Matthews Group is a related party (see Note 6) and is owned 50% by Ms. Van Tran, the Company's CEO, and 50% by Larry Johanns, a
significant shareholder of the Company. At June 30, 2023, convertible notes due to The Matthews Group totaled $1,970,000. During
the year ended June 30, 2024, $114,000 of interest was added to principal, resulting in a balance payable at June 30, 2024 of $2,084,000.
At June 30, 2024, the notes are convertible at a conversion price of $0.08 per share into 26,053,749 shares of the Company's common
stock.

 (b)
The notes are unsecured, accrue interest at 10% per annum, and are due on demand. The notes were issued relating to a management services
agreement with The Matthews Group (see Note 6) dated September 30, 2015.

 At
June 30, 2023, notes due to The Matthews Group totaled $4,988,000. During the year ended June 30, 2024, $441,000 of notes payable
were issued and interest of $392,000 was added to principal, resulting in a balance owed of $5,821,000 at June 30, 2024.

 (c)
The notes are due to a current and a former director, are unsecured, convertible into common stock at per share amounts ranging from
$0.04 to $0.30, and bear interest at rates ranging from 8% to 10% per annum.

 At
June 30, 2023, convertible notes due to other related parties totaled $364,000. During the year ended June 30, 2024, $145,000 of
notes payable were issued, $33,000 of notes payable were repaid, and interest of $24,000 was added to principal, resulting in a
balance owed of $500,000 at June 30, 2024. At June 30, 2024, $251,000 of the notes were due in 2010 and are in default, and $249,000
is due on demand. At June 30, 2024, $251,000 of the notes are convertible at a conversion price of $0.30 per share into 837,081 shares of the Company's common stock, $67,000 of the notes are convertible at a conversion price of $0.08 per
share into 836,535 shares of the Company's common stock, $29,000 of the notes are convertible at a conversion price of $0.10
per share into 286,812 shares of the Company's common stock, and $151,000 of the notes are convertible at a conversion price
of $0.04 per share into 3,844,049 shares of the Company's common stock.

 Commitments
and Contractual Obligations

 The
Company leases its corporate office building from Ms. Tran, our chief executive officer, on a month-to-month basis, for $4,000 per month.
The corporate office is located at 2445 Winnetka Avenue North, Golden Valley, Minnesota.

 Off-Balance
Sheet Arrangements

 We
do not have any off-balance sheet arrangements.

 Critical
Accounting Policies and Estimates

 Management's
discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires
management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to
accrued liabilities, certain expenses. We base our estimates on historical experience and on various other assumptions that we believe
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different
assumptions or conditions.

 Our
significant accounting policies are more fully described in Note 1 to our financial statements. The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosures of contingent
assets and liabilities. Actual results could differ from those estimates under different assumptions or conditions.

 Revenue
Recognition

 Revenues
for the Company are classified into mobile banking technology and management fee revenue.

 a.
Mobile Banking Revenue

 The
Company, as a merchant payment processor and a distributor, recognizes revenue from transaction fees charged to cardholders for the use
of its issued mobile debit cards. The fees are recognized on a monthly basis after all cardholder transactions have been summarized and
reconciled with third party processors.

 b.
Other revenue, management fee - related party

 On
December 31, 2015, the Company sold all of its assets of its Barcode Technology comprised solely of its intellectual property to The
Matthews Group and entered into a management services agreement with The Matthews Group to manage all facets of the barcode technology
operations, on behalf of The Matthews Group, through June 30, 2025. The Company earned a fee of 35% of all revenues billed up to June
30, 2024.

 c.
License Fees

 On
May 1, 2024, the Company entered into an exclusive distribution agreement with Encore Sales and Marketing LLC ("Encore")
under which the Company granted Encore exclusive rights to sell and market the Company's products to the gaming industry (as defined
in the agreement) and on a non-exclusive basis to all other industries through April 2029. In return, the Company received a payment
of $150,000 and will received an additional $50,000 within the first 120 days of the agreement. The Company will also receive a minimum
payment of $60,000 per month in the first year of the agreement, commencing after 120 days, $120,000 per month in the second year and
$180,000 per month in the third year. All subsequent years will have a minimum of 10% per year growth. As of June 30, 2024, the Company
only received the $150,000 payment. The Company recorded the payment of $150,000 as revenue during the year ended June 30, 2024, as all
performance obligations under the agreement had been met as of that date.

 Recently
Issued Accounting Standards

 See
Footnote 1 of the consolidated financial statements for a discussion of recently issued accounting standards.

 ITEM
7A -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 A smaller
reporting company is not required to provide the information required by this item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

 Page

 PART I - FINANCIAL INFORMATION

 Report of Independent Registered Public Accounting
 Firm

 Consolidated Balance Sheets as of June 30, 2024 and
 2023

 Consolidated Statements of Operations for the Years
 Ended June 30, 2024 and 2023

 Consolidated Statements of Stockholders' Deficit
 for the Years Ended June 30, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years
 Ended June 30, 2024 and 2023

 Notes to Consolidated Financial Statements

 F-7 to F-17

 Report
of Independent Registered Public Accounting Firm

 Board
of Directors and Stockholders

 Veritec,
Inc.

 Golden
Valley, Minnesota

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Veritec, Inc. (the "Company") and subsidiaries as of June 30,
2024 and 2023, the related consolidated statements of operations, stockholders' deficit, and cash flows for the years then ended,
and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company and its subsidiaries as of June
30, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As
discussed in Note 1 to the consolidated financial statements, the Company has had recurring losses from operations and had a
stockholders' deficiency as of June 30, 2024. In addition, convertible notes and notes payable in the amount of $794,000 are
in default or past due. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1 to the consolidated financial statements. The
accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting 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.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 Revenue
recognition – Revenue from Related Party

 As
described in Notes 3 and 6 to the consolidated financial statements, the Company has entered into a management services agreement (the
"Agreement") with The Matthews Group (TMG), to manage all facets of their barcode technology operations through June 30,
2024. TMG is owned 50% by Ms. Tran, the Company's CEO/Executive Chair and a director, and 50% by Larry Johanns, a significant stockholder
of the Company. Pursuant to the Agreement, the Company earns a fee of 35% of all revenues billed by TMG to its customers. The Company
recognizes management fee revenue as services are performed by TMG. In addition, all net cash flow from the barcode technology
operations is retained by the Company and reflected as proceeds from notes payable to TMG. Management fee revenue from the Agreement
represented approximately 37% of the Company's total revenue for the fiscal year ended June 30, 2024.

 We
identified the Company's recording of revenue as a critical audit matter because of the complexity involved in the recognition
of such revenue, in particular given its related party nature. In turn, the auditing of revenue from related party required a high degree
of auditor judgment, subjectivity and effort in performing audit procedures and evaluating the results of those procedures to ensure
revenue has been properly recorded.

 The
primary procedures we performed to address this critical audit matter included:

 •

 We
 obtained and evaluated documentation prepared by management which outlines the Company's revenue recognition policies and their
 processes to determine the revenue to be recognized from TMG sales pursuant to the underlying agreements and current accounting guidelines.

 •

 We
 evaluated whether the Company's conclusion in such documentation was consistent with relevant accounting standards.

 •

 We
 obtained a schedule of all revenue recognized by TMG and reconciled the recorded revenue to the underlying accounting records.

 •

 We
 selected a sample of revenue transactions recorded by TMG and performed detail testing including the following for each selection:

Obtained evidence of a contract with the customer;

Compared the amounts recognized and timing of revenue recognition to underlying source documents such as invoices, form of payments,
and executed contracts and related modifications, if any;

Evaluated the Company's application of their accounting policies to determine the timing and amount recognized; and

For each sample tested, we recalculated the Company's share of revenue based upon the terms of the agreement and reconciled to
the Company's accounting records.

 •

 We
 obtained and tested a schedule of net receipts retained by the Company and reflected as a note payable to TMG.

 •

 We
 confirmed the balance of the note to TMG as of June 30, 2024.

 •

 We
 read and evaluated management's disclosure of the nature of the transaction and identification as related party transaction.

 /s/
 Weinberg & Company, P.A.

 Los Angeles,
California
October 10, 2024

 ID# 572

 We
have served as the Company's auditor since 2008

CONSOLIDATED BALANCE SHEETS

 June
 30,

 2024

 2023

 Assets

 Current Assets:

 Cash

 $
 118,000

 $
 61,000

 Accounts receivable

 8,000

 7,000

 Prepaid
 expenses and other current assets

 6,000

 6,000

 Total
 Assets

 $
 132,000

 $
 74,000

 Liabilities and Stockholders'
 Deficit

 Current Liabilities:

 Accounts payable

 $
 268,000

 $
 289,000

 Accounts payable, related
 party

 109,000

 119,000

 Accrued expenses

 60,000

 60,000

 Customer deposits

 29,000

 29,000

 Convertible notes and notes
 payable ($ 543,000 and $ 525,000 in default)

 591,000

 570,000

 notes and notes payable, related parties ($ 251,000 and $ 242,000 in default)

 8,405,000

 7,322,000

 Total
 Current Liabilities

 9,462,000

 8,389,000

 Deferred revenue

 243,000

 200,000

 Contingent
 earnout liability

 155,000

 155,000

 Total
 Liabilities

 9,860,000

 8,744,000

 Commitments and contingencies

 —

 Stockholders' Deficit:

 Convertible Preferred stock, par value $ 1.00; 10,000,000 shares authorized; 276,000 shares of Series
 H authorized; 1,000 shares issued and outstanding

 1,000

 1,000

 Common Stock, par value $ 0.01; 150,000,000 shares authorized; 39,938,007 and 39,988,007
 shares issued and outstanding, respectively

 Common stock to be issued,
 145,000 shares

 Additional paid in capital

 Accumulated
 deficit

 ( 28,284,000
)

 ( 27,226,000
)

 Total
 Stockholders' Deficit

 ( 9,728,000
)

 ( 8,670,000
)

 Total
 Liabilities and Stockholders' Deficit

 $
 132,000

 $
 74,000

 The
accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

 Years Ended

 June
 30,

 2024

 2023

 Revenue:

 Mobile banking
 technology revenue

 $
 139,000

 $
 140,000

 Other revenue, management
 fee - related party

 172,000

 216,000

 License
 fees

 —

 Total
 revenue

 461,000

 356,000

 Costs and operating expenses:

 Cost of revenue

 173,000

 211,000

 Selling,
 general and administrative expenses (1)

 796,000

 883,000

 Total
 costs and operating expenses

 969,000

 1,094,000

 Loss
 from operations

 ( 508,000
)

 ( 738,000
)

 Other expenses:

 Interest
 expense (2)

 ( 550,000
)

 ( 496,000
)

 Total
 other expenses

 ( 550,000
)

 ( 496,000
)

 Net
 loss

 $
 ( 1,058,000
)

 $
 ( 1,234,000
)

 Net
 loss per common share - basic and diluted

 ( 0.03
)

 ( 0.03
)

 Weighted
 average number of common shares outstanding - basic and diluted

 39,978,034

 39,988,007

 Supplemental Income Statement:

 (1) Includes expenses
 to related party

 $
 51,000

 $
 51,000

 (2) Includes interest
 expense to related parties

 $
 531,000

 $
 475,000

 The
accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

 Preferred
 Stock

 Common
 Stock

 Stock
 to

 Paid-In

 Accumulated

 Stockholders'

 Shares

 Amount

 Shares

 Amount

 Be
 Issued

 Capital

 Deficit

 Deficit

 Balance, June 30, 2022

 1,000

 $
 1,000

 39,988,007

 $

 $

 $

 $
 ( 25,992,000
)

 $
 ( 7,436,000
)

 Net loss

 —

 —

 —

 —

 —

 —

 ( 1,234,000
)

 ( 1,234,000
)

 Balance, June 30, 2023

 1,000

 $
 1,000

 39,988,007

 $

 $

 $

 $
 ( 27,226,000
)

 $
 ( 8,670,000
)

 Return of shares

 —

 —

 ( 50,000
)

 —

 —

 —

 —

 —

 Net loss

 —

 —

 —

 —

 —

 —

 ( 1,058,000
)

 ( 1,058,000
)

 Balance, June 30, 2024

 1,000

 $
 1,000

 39,938,007

 $

 $

 $

 $
 ( 28,284,000
)

 $
 ( 9,728,000
)

 The
accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 Years Ended

 June
 30,

 2024

 2023

 CASH FLOWS FROM OPERATING
 ACTIVITIES

 Net loss

 $
 ( 1,058,000
)

 $
 ( 1,234,000
)

 Adjustments to reconcile net loss to cash used
 in operating activities:

 Interest accrued on notes
 payable

 551,000

 495,000

 Changes in operating
 assets and liabilities:

 Accounts receivable

 ( 1,000
)

 —

 Customer deposits

 —

 4,000

 Deferred revenue

 43,000

 200,000

 Accounts payable

 ( 21,000
)

 18,000

 Accounts payable - related
 party

 ( 10,000
)

 17,000

 Accrued expenses

 —

 1,000

 Net
 cash used in operating activities

 ( 496,000
)

 ( 499,000
)

 CASH FLOWS FROM FINANCING
 ACTIVITIES

 Proceeds from notes payable
 - related party

 586,000

 494,000

 Repayment
 of notes payable - related party

 ( 33,000
)

 —

 Net
 cash provided by financing activities

 553,000

 494,000

 NET INCREASE (DECREASE)
 IN CASH

 57,000

 ( 5,000
)

 CASH
 AT BEGINNING OF YEAR

 61,000

 66,000

 CASH
 AT END OF YEAR

 $
 118,000

 $
 61,000

 Supplemental disclosures
 of cash flow information:

 Cash paid for income
 taxes

 $
 —

 $
 —

 Cash paid for interest

 $
 —

 $
 —

 The
accompanying notes are an integral part of these consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FISCAL YEARS ENDED JUNE 30, 2024 AND 2023

 NOTE
1 – OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 The
Company

 Veritec,
Inc. (Veritec or the Company) was formed in the State of Nevada on September 8, 1982. Veritec is primarily engaged in the development,
sales, and licensing of products and providing services related to its mobile banking solutions.

 As
a Cardholder Independent Sales Organization, Veritec is able to promote and sell Visa-branded card programs. As a Third-Party Servicer,
Veritec provides back-end cardholder transaction processing services for Visa-branded card programs on behalf of its sponsoring bank.
Veritec has a portfolio of five United States and eight foreign patents. In addition, we have seven U.S. and twenty-eight foreign
pending patent applications. Veritec has had agreements with various banks in the past and is currently seeking a bank to sponsor its
Prepaid Card programs.

 On
December 31, 2015, the Company sold all of its assets of its barcode technology, which was comprised solely of its intellectual property,
to The Matthews Group, a related party (see Note 6). The Company subsequently entered into a management services agreement with The Matthews
Group to manage all facets of the barcode technology operations through June 30, 2025. The Company earns a fee of 35% of all revenues
billed up to June 30, 2024, and recognizes management fee revenue as services are performed.

 Going
Concern

 The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates
the realization of assets and satisfaction of liabilities in the normal course of business. During the year ended June 30, 2024, the
Company incurred a net loss of $ 1,058,000 and used cash in operating activities of $ 496,000, and on June 30, 2024, the Company had
a stockholders' deficit of $ 9,728,000. In addition, as of June 30, 2024, the Company is delinquent in payment of $ 794,000 of
its convertible notes and notes payable. These factors, among others, raise substantial doubt about our ability to continue as a going
concern within one year of the date that the financial statements are issued.

 The
Company believes it will require additional funds to continue its operations through fiscal 2025 and to continue to develop its existing
projects and plans to raise such funds by finding additional investors to purchase the Company's securities, generating sufficient
sales revenue, implementing dramatic cost reductions or any combination thereof. There is no assurance that the Company can be successful
in raising such funds, generating the necessary sales, or reducing major costs. Further, if the Company is successful in raising such
funds from sales of equity securities, the terms of these sales may cause significant dilution to existing holders of common stock. The
condensed consolidated financial statements do not include any adjustments that may result from this uncertainty.

 Principles
of Consolidation

 The
accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Veritec Financial
Systems, Inc., Tangible Payment Systems, Inc., and Public Bell, Inc. (collectively the "Company"). Intercompany transactions
and balances were eliminated in consolidation.

 Use
of Estimates

 The
preparation of condensed 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. Those estimates and assumptions include estimates for accruals for potential liabilities, and
valuation of deferred tax assets. Actual results could differ from those estimates.

 Cash
and cash equivalents

 Investments
with original maturities of three months or less are considered to be cash equivalents. The Company held no cash equivalents
as of June 30, 2024 and 2023.

 Accounts
Receivable

 The
Company grants uncollateralized credit to customers but requires 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. Based on management's assessment, no allowance for doubtful accounts was considered necessary
at June 30, 2024 or 2023.

 Revenue
Recognition

 Revenues
for the Company are classified into mobile banking technology, management fee revenue and license fees.

 The
Company recognizes revenue in accordance with the Financial Accounting Standards Board's ("FASB") Accounting Standards
Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). The underlying principle
of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC
606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1)
identifying the contracts or agreements with a customer, (2) identifying the Company's performance obligations in the contract
or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and
(5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it
is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 In
evaluating revenue recognition under a license agreement, the Company uses a two-step process for determining whether a promised
good or service (including a license of intellectual property) is distinct and, therefore, is a performance obligation:

 (1) consideration
of the individual good or service (i.e., whether the good or service is capable of being distinct); and

 (2) consideration of whether
the good or service is separately identifiable from other promises in the contract (i.e., whether the promise to transfer the good or
service is distinct in the context of the contract). The company records all advance cash payments from customers as deferred revenue
until all required performance obligations have been completed.

 Mobile
Banking Technology Revenue

 The
Company, as a merchant payment processor and a distributor, recognizes revenue from transaction fees charged to cardholders for the use
of its issued mobile debit cards. The fees are recognized on a monthly basis after all cardholder transactions have been summarized and
reconciled with third party processors.

 Other
Revenue, Management Fee – Related Party

 On
September 30, 2015, the Company sold all of its assets of its Barcode Technology, which was comprised solely of its intellectual property,
to The Matthews Group (a related party, see Note 6). The Company subsequently entered into a management services agreement with The Matthews
Group to manage all facets of the barcode technology operations through June 30, 2024. The Company earned a fee of 35% of all revenues
billed up to June 30, 2024. The Company recognizes management fee revenue as services are performed.

 License
Fees

 On
May 1, 2024, the Company entered into an exclusive distribution agreement with Encore Sales and Marketing LLC ("Encore")
under which the Company granted Encore exclusive rights to sell and market the Company's products to the gaming industry (as defined
in the agreement) and on a non-exclusive basis to all other industries, through April 2029. In return, the Company received a payment
of $ 150,000.

 Disaggregation
of Net Sales

 The
following table shows the Company's disaggregated net sales by customer type for the year ended June 30, 2024 and 2023:

 Schedule of disaggregated net sales by customer type

 Fiscal Years Ended

 2024

 2023

 Online gaming

 $

 $
 —

 Medical

 102,000

 46,000

 Banking

 50,000

 Associations

 Education

 Other

 1,000

 20,000

 Other revenue, management fee-related party

 172,000

 216,000

 Total revenue

 $
 461,000

 $
 356,000

the years ended June 30, 2024 and 2023, all of the Company's Mobile banking technology revenues were earned in the United States
of America.

 Other
revenue, management fee - related party revenue was $ 172,000 and $ 216,000 for the years ended June 30, 2024 and 2023, respectively,
and realized from our management services agreement with The Matthews Group, a related party, which requires us to manage The Matthews
Group's barcode technology operations. The Matthews Group's barcode technology customers are primarily manufacturing companies
located in China.

 Income
Taxes

 The
Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary
differences, 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 be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 Fair
Value of Financial Instruments

 The
Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for
an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the
use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs,
of which the first two are considered observable and the last unobservable, to measure fair value:

 •

 Level 1 — Quoted
 prices in active markets for identical assets or liabilities.

 •

 Level 2 — Inputs,
 other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;
 quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data
 for substantially the full term of the assets or liabilities.

 •

 Level 3 — Unobservable
 inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 The
carrying amounts of financial instruments such as cash, accounts receivable, and accounts payable and accrued expenses, approximate the
related fair values due to the short-term maturities of these instruments. The carrying values of convertible notes and notes payable
approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates.

 Net
Loss per Common Share

 Basic
earnings (loss) per share are computed by dividing the net income (loss) applicable to common stockholders by the weighted average number
of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss)
applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares
that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential
common shares are excluded from the computation as their effect is anti-dilutive.

 For
the periods ended June 30, 2024 and 2023, the calculations of basic and diluted loss per share are the same because potential dilutive
securities would have an anti-dilutive effect.

 For
the periods ended June 30, 2024, and 2023, the Company excluded the outstanding securities summarized below, which entitle the holders
thereof to acquire shares of common stock, from our calculation of earnings per share, as their effect would have been anti-dilutive.

 Schedule of anti-dilutive shares

 As of June 30,

 2024

 2023

 Series H Preferred Stock

 10,000

 10,000

 Convertible Notes Payable

 32,515,618

 27,901,581

 Options

 900,000

 Total

 33,075,618

 28,811,581

 Concentrations

the year ended June 30, 2024, the Company had one customer that represented 37 % (related party) of our revenues, one customer that
represented 33 % of our revenues and one customer that represented 22 % of our revenues. No other customer represented more than 10%
of our revenues.

the year ended June 30, 2023, the Company had three customers, that represented 61 % (a related party), 14 % and 13 % of
our revenues, respectively. No other customer represented more than 10% of our revenues.

 At
June 30, 2024, the Company substantially had three customers that represented 52 %, 15 % and 15 % of accounts receivable. As of June 30,
2023,, the Company substantially had three customers that represented 55 %, 17 % and 17 % of accounts receivable.

 Segments

 The
Company operates in one segment, the mobile financial banking industry. In accordance with the "Segment Reporting" Topic
of the ASC, the Company's chief operating decision maker has been identified as the Chief Executive Officer and President, who
reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance,
which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly
and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds
material assets and reports revenue. All material operating units qualify for aggregation under "Segment Reporting" due to
their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing
and distribution processes. Since the Company operates in one segment, all financial information required by "Segment Reporting"
can be found in the accompanying condensed consolidated financial statements.

 Recently
Issued Accounting Standards

 In
November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through
enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and
included in each reported measure of a segment's profit or loss. The update also requires all annual disclosures about a reportable
segment's profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide
all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. The Company
will adopt ASU 2023-07 beginning July 1, 2024. The Company does not believe the impact of the new guidance and related codification
improvements had a material impact to its financial position, results of operations and cash flows.

 Other
recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public
Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's
present or future financial statements.

 NOTE
2 – CONTINGENT EARNOUT LIABILITY

 On
December 31, 2014, the Company acquired certain assets and liabilities of the Tangible Payments LLC. A portion of the purchase price
for Tangible Payments LLC was an earnout payment of $ 155,000. The earnout payment is payable on a monthly basis from the net profits
derived from the acquired assets commencing three months after the closing. The earnout payment is accelerated and the balance of the
earnout payment shall be due in full at such time as the Company receives equity investments aggregating $ 1,300,000. As of June 30, 2024
and 2023, there was no net profit derived from the acquired assets, and the Company had not yet received the required equity investments.
Accordingly, no payments were made on the earnout.

 NOTE
3 – CONVERTIBLE NOTES AND NOTES PAYABLE

notes and notes payable

notes and notes payable includes principal and accrued interest and consist of the following at June 30, 2024 and 2023:

 Schedule of convertible notes and notes payable includes principal and accrued interest

 2024

 2023

 (a) Unsecured convertible notes ($ 21,000 and $ 21,000 in default)

 $
 69,000

 $
 66,000

 (b) Notes payable (in default)

 492,000

 475,000

 (c) Notes payable (in default)

 30,000

 29,000

 Total convertible notes and notes payable

 $
 591,000

 $
 570,000

 (a)
The notes are unsecured, convertible into common stock at amounts ranging from $ 0.08 to $ 0.30 per share, bear interest at rates ranging
from 5 % to 8 % per annum, were due through 2011 and are in default or due on demand.

 At
June 30, 2023, convertible notes and accrued interest totaled $ 66,000. During the year ended June 30, 2024, interest of $ 3,000 was added
to the principal resulting in a balance owed of $ 69,000 at June 30, 2024. On June 30, 2024, $ 21,000 of the convertible notes were in
default and convertible at a conversion price of $ 0.30 per share into 71,952 shares of the Company's common stock. The balance
of $ 48,000 is due on demand and convertible at a conversion price of $ 0.08 per share into 585,440 shares of the Company's common
stock.

 (b)
The notes are either secured by the Company's intellectual property or unsecured and bear interest ranging from 6.5 % to 10 % per
annum, were due in 2012, and are in default.

 At
June 30, 2023, the notes and accrued interest totaled $ 475,000. During the year ended June 30, 2024, interest of $ 17,000 was added to
principal resulting in a balance owed of $ 492,000 at June 30, 2024. At June 30, 2024, $ 443,000 of notes are secured by the Company's
intellectual property and $ 49,000 of notes are unsecured.

 (c)
The notes are unsecured and bear interest of 4 % per annum and were due on March 17, 2020, and are in default.

 At
June 30, 2023 the notes and accrued interest totaled $ 29,000. During the year ended June 30, 2024, interest of $ 1,000 was added to the
principal resulting in a balance owed of $ 30,000 at June 30, 2024.

notes and notes payable-related parties

and notes payable-related parties include principal and accrued interest and consist of the following at June 30, 2024 and 2023:

 Schedule of convertible
and notes payable-related parties include principal and accrued interest

 2024

 2023

 (a) Convertible notes-The Matthews Group

 $
 2,084,000

 $
 1,970,000

 (b) Notes payable-The Matthews Group

 5,821,000

 4,988,000

 (c) Convertible notes-other related parties ($ 251,000 and $ 242,000 in default)

 500,000

 364,000

 Total convertible notes and notes payable-related parties

 $
 8,405,000

 $
 7,322,000

 (a)
The notes are unsecured, convertible into common stock at $ 0.08 per share, bear interest at rates ranging from 8 % to 10 % per annum and
are due on demand.

 The
Matthews Group is a related party (see Note 6) and is owned 50 % by Ms. Van Tran, the Company's CEO, and 50 % by Larry Johanns, a
significant shareholder of the Company. At June 30, 2023, convertible notes and accrued interest due to The Matthews Group totaled $ 1,970,000.
During the year ended June 30, 2024, $ 114,000 of interest was added to principal, resulting in a balance payable at June 30, 2024 of
$ 2,084,000. At June 30, 2024, the notes are convertible at a conversion price of $ 0.08 per share into 26,053,749 shares of the Company's
common stock.

 (b)
The notes are unsecured, accrue interest at 10 % per annum, and are due on demand. The notes were issued relating to a management services
agreement with The Matthews Group (see Note 6) dated September 30, 2015.

 At
June 30, 2023, notes and accrued interest due to The Matthews Group totaled $ 4,988,000. During the year ended June 30, 2024, $ 441,000
of notes payable were issued and interest of $ 392,000 was added to principal, resulting in a balance owed of $ 5,821,000 at June 30, 2024.

 (c)
The notes are due to a current and a former director, are unsecured, convertible into common stock at per share amounts ranging from
$ 0.04 to $ 0.30, and bear interest at rates ranging from 8 % to 10 % per annum.

 At
June 30, 2023, convertible notes and accrued interest due to other related parties totaled $ 364,000.
During the year ended June 30, 2024, $ 145,000
of notes payable were issued, $ 33,000
of notes payable were repaid, and interest of $ 24,000
was added to principal, resulting in a balance owed of $ 500,000
at June 30, 2024. At June 30, 2024, $ 251,000
of the notes were due in 2010 and are in default, and $ 249,000
is due on demand. At June 30, 2024, $ 251,000
of the notes are convertible at a conversion price of $ 0.30
per share into 837,081 shares
of the Company's common stock, $ 67,000
of the notes are convertible at a conversion price of $ 0.08 per
share into 836,535
shares of the Company's common stock, $ 29,000
of the notes are convertible at a conversion price of $ 0.10
per share into 286,812
shares of the Company's common stock, and $ 151,000
of the notes are convertible at a conversion price of $ 0.04
per share into 3,844,049
shares of the Company's common stock.

 NOTE
4 - STOCKHOLDERS' DEFICIT

 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.

 In
1999, a new Series H convertible preferred stock was authorized. Each share of Series H convertible preferred stock is convertible into
10 shares of the Company's common stock at the option of the holder. As of June 30, 2024 and 2023, there were 1,000 shares
of Series H convertible preferred stock issued and outstanding.

 Common
Stock to be Issued

 At
June 30, 2024 and June 30, 2023, 145,000 shares of common stock with an aggregate value of $ 12,000 have not been issued and are reflected
as common stock to be issued in the accompanying consolidated financial statements.

 Common
Stock Returned

the year ended June 30, 2024, a shareholder returned 50,000 shares of common stock.

 Stock
Options

 A
summary of stock options as of June 30, 2024 is as follows:

 Schedule of stock options

 Number of Shares

 Weighted - Average Exercise Price

 Outstanding at June 30, 2022

 900,000

 $
 0.03

 Granted

 —

 —

 Forfeited

 —

 —

 Outstanding at June 30, 2023

 900,000

 $
 0.03

 Granted

 —

 —

 Forfeited

 ( 350,000
)

 ( 0.03
)

 Outstanding at June 30, 2024

 0.03

 Exercisable at June 30, 2024

 $
 0.03

 As
of June 30, 2024, the Company had no
outstanding unvested options with future compensation costs. The outstanding and exercisable stock options had an intrinsic value of
$ 5,500
on June 30, 2024.

 Additional
information regarding options outstanding as of June 30, 2024, is as follows:

 Schedule of additional
information regarding options outstanding

 Options Outstanding and Exercisable at June 30, 2024

 Range of Exercise Price

 Number of Shares Outstanding

 Weighted Average Remaining Contractual Life (Years)

 Weighted Average Exercise Price

 $
 0.03

 0.50

 $
 0.03

 NOTE
5 - INCOME TAXES

 For
the year ended June 30, 2024, the net loss was $ 1,058,000, as compared to a net loss of $ 1,234,000 for the year ended June 30, 2023.
For the years ended June 30, 2024 and 2023, no provision for income taxes was recorded.

 The
reconciliation between the expected federal income tax rate and the actual tax rate is as follows:

 Schedule of reconciliation
 between the expected federal income tax rate and the actual tax rate

 Fiscal Years Ended

 2024

 2023

 Federal statutory tax rate

 %

 %

 State tax, net of federal benefit

 %

 %

 Total tax rate

 %

 %

 Allowance

 ( 27
)%

 ( 27
)%

 Effective tax rate

 —
 %

 —
 %

 The
following is a summary of the deferred tax assets:

 Schedule of deferred tax assets

 Fiscal Years Ended

 2024

 2023

 Net operating loss carryforwards

 $
 4,590,000

 $
 4,315,000

 Deferred tax assets before valuation allowance

 4,590,000

 4,315,000

 Valuation allowance

 ( 4,590,000
)

 ( 4,315,000
)

 Net deferred tax asset

 $
 —

 $
 —

 The
Company has provided a valuation allowance on the deferred tax assets at June 30, 2024 and 2023 to reduce such asset to zero, since there
is no assurance that the Company will generate future taxable income to utilize such asset. Management will review this valuation allowance
requirement periodically and make adjustments as warranted. The net change in the valuation allowance for the year ended June 30, 2024,
was an increase of $ 275,000.

 Veritec
has net operating loss carryforwards of approximately $ 17,000,000 as of June 30, 2024 for federal purposes available to offset future
taxable income that expires in varying amounts through 2044. The ability to utilize the net operating loss carryforwards 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). The Company is subject to examination by tax authorities for all years for which a loss carryforward is utilized in subsequent
periods.

 The
Company follows FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return
should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position
only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the
largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides
guidance on derecognition, classification, interest, and penalties on income taxes, accounting in interim periods and requires increased
disclosures. As of June 30, 2024 and 2023, the Company did not have a liability for unrecognized tax benefits, and no adjustment was
required at adoption.

 The
Company's policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of June 30, 2024 and
2023, the Company has no accrued interest or penalties related to uncertain tax positions.

 NOTE
6 – RELATED PARTY TRANSACTIONS

 The
Matthews Group is owned 50 % by Ms. Tran, the Company's CEO/Executive Chair and a director, and 50 % by Larry Johanns, a significant
stockholder of the Company. The Company has relied on The Matthews Group for funding (see Note 3).

 Management
Services Agreement and Related Notes Payable with Related Party

 The
Company's Barcode Technology was invented by the founders of Veritec as a product identification system for identification and
tracking of parts, components and products mostly in the liquid crystal display (LCD) markets and for secure identification documents,
financial cards, medical records, and other high-security applications. On September 30, 2015, the Company sold all of its assets of
its Barcode Technology comprised solely of its intellectual property to The Matthews Group. The Company then entered into a management
services agreement with The Matthews Group to manage all facets of the barcode technology operations, on behalf of The Matthews Group,
through June 30, 2024. The Matthews Group bears the risk of loss from the barcode operations and has the right to the residual benefits
of the barcode operations.

 Advances
from Related Parties

 From
time to time, Ms. Tran, the Company's CEO/Executive Chair, provides advances to finance the Company's working capital requirements.
As of June 30, 2024 and 2023, total advances to Ms. Tran amounted to $ 109,000 and $ 119,000, respectively, and have been presented
as accounts payable, related party on the accompanying Consolidated Balance Sheets. The advances are unsecured, non-interest bearing,
and due on demand.

 Other
Transactions with Related Parties

 The
Company leases its office facilities from Ms. Tran who owns the building, the Company's CEO/Executive Chair. For both the years
ended June 30, 2024 and 2023, lease payments to Ms. Tran totaled $ 51,000.

 NOTE
7 – AGREEMENTS WITH NUGEN

 On
July 4, 2022, the Company entered a Memorandum of Understanding (the "MOU") for the purpose of forming a strategic partnership
between the Company and Nugen Universe, LLC ("Nugen"), a corporation located in Wrightsville Beach, North Carolina. Nugen
seeks the Company to modify, create, or build a "private label" system for Nugen, with an initial interest in the Company's
blinxPay technology and Bio-ID verification system. Nugen paid the Company $ 50,000 at the date of the MOU signing and during
the period ended December 31, 2022, the Company completed its performance obligations, and recorded the $ 50,000 payment as Mobile
banking technology revenue during the period then ended. Nugen further agreed to pay the Company a 5 % ongoing royalty for licensing
the Company's blinxPay technology and Bio-ID verification system. As of June 30, 2024, no royalties have been realized
under the MOU.

 On
October 10, 2022, the Company entered into a License and Distributor Agreement ("License Agreement") with Nugen. The License
Agreement became effective on receipt of $ 200,000 in
December 2022 and extends through August 31, 2027. The
License Agreement grants Nugen a Worldwide license and distribution for the Company's blinxPay Close-Loop Virtual Wallet and blinxPay
Open-Loop Visa Debit and all hardware products of the Company. Per
the terms of the License Agreement, Nugen agrees to pay the Company a one-time license payment of $ 1,000,000 for
the right to market the Company's products noted above, of which $ 200,000 was
received by the Company in December 2022. The initial $ 200,000 has
been recorded as deferred revenue in the Consolidated Balance Sheet, which will begin being amortized to Mobile banking technology revenue
starting once the Company has met its performance obligations under the License Agreement through the remaining term of the License Agreement,
which expires on August 31, 2027. The remaining balance of $ 800,000 is
scheduled to be paid as follows: $ 100,000 when
the Company's identifies a domestic sponsor bank, $ 350,000 to
integrate the Company's blinxPay software platform, and interface blinxPay with a sponsor foreign bank, and $ 350,000 on
the completion of the final stage of testing, installation, and launch. In addition to the one-time license payment, Nugen agrees to
pay a minimum monthly support fee plus 5 %
royalty from all sales of products noted above. As of June 30, 2024, no royalty related revenues have been realized under the
License Agreement.

 NOTE
8 – LICENSE AGREEMENT WITH ENCORE

 On
May 1, 2024, the Company entered into an exclusive distribution agreement with Encore Sales and Marketing LLC ("Encore")
under which the Company granted Encore exclusive rights to sell and market the Company's products to the gaming industry (as
defined in the agreement) and on a non-exclusive basis to all other industries, through April 2029. In return, the Company will
receive $ 200,000
from the customer, a payment of $ 150,000
and an additional $ 50,000
within the first 120 days of the agreement. Per
the agreement, the Company will also receive a minimum payment of $60,000 per month in the first year of the agreement, commencing
after 120 days, $120,000 per month in the second year and $180,000 per month in the third year. All subsequent years payments
will have a minimum of 10% per year growth.

 As
of June 30, 2024, the Company had received a $ 150,000 payment from the customer. No other payments have been received by the Company.

 The
payment received of $ 150,000 by the Company related to the signing of the agreement, which gave Encore exclusive rights to the gaming
industry, the transfer of rights to its technology to Encore, and certain product enhancements as required by Encore. As of June 30,
2024, the Company completed the transfer of its technology to Encore and completed all required product enhancements. The Company recognized
the $ 150,000 payment received as revenue during the year ended June 30, 2024, as it had no further obligation to the customer under the
agreement and in no circumstance would the Company be required to refund the $ 150,000 to the customer.

 NOTE
9 – LEGAL PROCEEDINGS

 On
September 21, 2016, the Company entered into a settlement agreement with an individual who was a former officer of the Company. The
individual in prior years was also issued 500,000 shares of common stock for services. The Company alleged that the individual
used the Company's intellectual property without approval. Under the terms of the settlement agreement, the individual agreed to relinquish
a convertible note payable and unpaid interest aggregating $ 365,000 and return 500,000 shares of common stock previously
issued to him. In turn, the Company agreed to release and discharge the individual against all claims arising on or prior to the
date of the settlement agreement. As of June 30, 2024, the 500,000 shares have not been relinquished. When the Company receives
the shares, it will record a cancellation of shares.

 NOTE
10 – COMMITMENTS AND CONTINGENCIES

 On
March 26, 2022, as amended on May 10, 2022, the Company and Es Solo Holdings Ltd ("Es Solo"), an England & Wales limited
liability company, entered into a Prepaid Card Client Program Management Agreement ("Management Agreement"). Es Solo
develops, markets, and operates prepaid card programs through its affiliations with issuing banks, and the Company desires to have Es
Solo develop a prepaid card program to be marketed by the Company for card issuing purposes, pursuant to the terms of the Management
Agreement. Es Solo agreed to pay the Company $ 10,000 as a program setup fee. The Company and Es Solo agreed to a 50%/50% revenue
share arrangement based on fees collected from customers using the Company's prepaid, Bio-ID, and debit card products. As
of June 30, 2024, no revenues have been realized under the Management Agreement.

 On
November 1, 2021, the Company and Elite Web Technology Inc. ("Marketer") entered into a Sales and Marketing Agreement ("Agreement").
The Company agreed that Marketer can market and sale certain Company products as defined in the Agreement. The Company agreed to pay
Marketer a sales commission of 15 % of gross revenues, and to set aside 500,000 shares of Company common stock, as a bonus,
once Marketer achieves $ 2 million in gross revenues within the first year of the Agreement. In addition, the Company will issue 25,000 stock
options for each additional $ 1.0 million of gross revenues. As of June 30, 2024, the Marketer had not met any of its revenue
targets and no commissions or equity compensation was due.

 On
December 5, 2008, the Company adopted an incentive compensation bonus plan to provide payments to key employees in the aggregated
amount of 10 % of pre-tax earnings in excess of $ 3,000,000 after the end of each fiscal year to be distributed annually to employees.
As of June 30, 2024, the Company had no t achieved annual pre-tax earnings in excess of $ 3,000,000.

 On
December 5, 2008, the Company entered into an employment agreement with Van Thuy Tran, its Chief Executive Officer, providing for an
annual base salary of $ 150,000 and customary medical and other benefits. The agreement may be terminated by either party upon 30
days' notice. In the event the Company terminates the agreement without cause, Ms. Tran will be entitled to $ 1,000,000 payable
upon termination, and she will be entitled to severance equal to 12 months' compensation and benefits. The Company has also agreed
to indemnify Ms. Tran against any liability or damages incurred within the scope of her employment. During the year ended June 30, 2024
and 2023, salaries paid to Van Thuy Tran under this agreement totaled $ 75,000 and $ 75,000.

 ITEM 9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None

 ITEM 9A. CONTROLS
AND PROCEDURES

 Evaluation
of disclosure controls and procedures

 Based
upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our Chief Executive Officer as of the
end of the period covered by this report, our Chief Executive Officer concluded that our disclosure controls and procedures have not
been effective as a result of a weakness in the design of internal control over financial reporting identified below.

 As
used herein, "disclosure controls and procedures" mean controls and other procedures of our company that are designed to
ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us
in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including
our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.

 Management's
Report on Internal Control over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange
Act Rule 13a-15(f) under the Securities Exchange Act of 1934. Our Chief Executive Officer/Chief Accounting Officer conducted an evaluation
of the effectiveness of our control over financial reporting based on the framework in Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on management's evaluation under
the framework, management has concluded that our internal control over financial reporting was not effective as of June 30, 2024.

 The
Company did not maintain an effective control environment, which is the foundation necessary for effective internal control over financial
reporting. Specifically, the Company (i) did not maintain a functioning independent audit committee; (ii) did not have its Board of Directors
review and approve significant transactions; (iii) had an insufficient number of personnel appropriately qualified to perform control
design, execution and monitoring activities; (iv) had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge
and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company's
financial reporting requirements; (v) had inadequate segregation of duties consistent with control objectives; and (vi) lack of written
documentation of the Company's key internal control policies and procedures over financial reporting. The Company is required under
Section 404 of the Sarbanes-Oxley Act to have written documentation of key internal controls over financial reporting. The Company did
not formally document policies and controls to enable management and other personnel to understand and carry out their internal control
responsibilities including the lack of closing checklists, budget-to-actual analyses, balance sheet variation analysis, and pro-forma
financial statements. Additionally, the Company did not have an adequate process in place to complete its testing and assessment of the
design and operating effectiveness of internal control over financial reporting in a timely manner.

 This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

 Changes
in Internal Control over Financial Reporting

 No
changes in our internal control over financial reporting occurred during the year ended June 30, 2024, that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Item 9B. OTHER
INFORMATION

 During the Company's fourth quarter, no director or officer adopted or terminated a
Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT

 As
of June 30, 2024, the members of the present Board of Directors and Officers are:

 Name

 Office

 Age

 Chief Executive
 Officer, Chairman of the Board, Treasurer

 Laird Powers

 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.

 Ms.
Van Thuy Tran is the Chief Executive Officer and Chairman of the Board. Ms. Tran controls a majority interest in the Company. She
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 since 1993. She is the founder of Caring for Others, a non-profit
organization with the vision of sharing what we have with others. 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.

 Laird
E. Powers is a member of the Board and is a private investor in emerging technology companies. He has been involved with the Company
since its early stages in 1986. In addition, for the past 32 years, he is the president and owner of a construction company in Northern
California. He holds a Bachelor of Science degree in Psychology with a Mathematics minor from California State University - Hayward.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section16(a)
of the Securities Exchange Act of 1934 (the "34 Act") requires our officers and directors and persons owning more than ten
percent of the Common Stock, to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Additionally, Item 405 of Regulation S-K under the 34 Act requires us to identify in our Form 10-K and
proxy statement those individuals for whom one of the above referenced reports was not filed on a timely basis during the most recent
year or prior years. To the best of our knowledge, all required reports were filed.

 Committee
and Board Meetings

 No
meetings of our Board of Directors was held in fiscal 2024. The Audit Committee is currently comprised of one independent director who
does qualify as an "audit committee financial expert," as defined by the rules of the Securities and Exchange Commission
and the NASDAQ Capital Market.

Independence

 Each
of our current board of directors is independent under the revised listing standards of The NASDAQ Stock Market, Inc.

 Code
of Ethics

 We
have adopted a code of ethics, which is available on our website at  Our code of ethics applies
to all of our employees, including our officers and directors. If our Board grants any waivers of, or amendments to, the code of ethics
to any of our executive officers or directors, we will disclose these matters through our website.

 Family
Relationships

 No
family relationship has ever existed between any director, executive officer of the Company, and any person contemplated to become such.

 Involvement
in Certain Legal Proceedings

 Our
directors, executive officers, and control persons have not been involved in any of the following events during the past five years:

 1.

 any
 bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the
 time of the bankruptcy or within two years prior to that time;

 2.

 any
 conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
 offenses);

 3.

 being
 subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
 permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
 or banking activities; or

 4.

 being
 found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading
 Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,
 or vacated.

 Corporate
Governance

 We
are committed to having sound corporate governance principles. We believe that such principles are essential to running our business
efficiently and to maintaining our integrity in the marketplace.

 There
have been no changes to the procedures by which stockholders may recommend nominees to our Board of Directors.

Qualifications

 We
believe that our directors should have the highest professional and personal ethics and values, consistent with our longstanding values
and standards. They should have broad experience at the policy-making level in business or banking. They should be committed to enhancing
stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience.
Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances,
to perform responsibly all director duties for us. Each director must represent the interests of all stockholders. When considering potential
director candidates, the board of directors also considers the candidate's character, judgment, diversity, age and skills, including
financial literacy and experience in the context of our needs and the needs of the board of directors.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following table summarizes all compensation for fiscal years 2024 and 2023 who was the only individual that served as a principal executive
officer, and who was the only "Named Executive Officer" of the Company.

 Name

 Year

 Salaries

 ($)

 Bonus

 ($)

 Stock
 Awards

 ($)

 Option
 Awards

 ($)

 All

 Other Compensation

 ($)

 Total

 ($)

 Chief Executive Officer

 2024

 $

 —

 —

 —

 —

 $

 Chief Executive Officer

 2023

 $

 —

 —

 —

 —

 $

 Employment
Agreements

 On
December 5, 2008, the Company entered into an employment agreement with Van Thuy Tran providing for an annual base salary of $150,000
and customary medical and other benefits. The agreement may be terminated by either party upon 30 days' notice. In the event the
Company terminates the agreement without cause, Ms. Tran will be entitled to $1,000,000 payable upon termination and entitled to severance
equal to 12 months compensation and benefits. The Company has also agreed to indemnify Ms. Tran against any liability or damages incurred
within the scope of her employment.

Compensation

 The
following table summarizes the compensation paid to our directors for the year ended June 30, 2024:

 Name

 Year

 Fees
 Earned or Paid in Cash

 ($)

 Bonus

 ($)

 Stock
 Awards

 ($) (3)

 Option
 Awards

 ($)

 All

 Other Compensation

 ($)

 Total

 ($)

 Van Tran

 Director and Chief Executive Officer (1)

 2024

 —

 —

 —

 —

 —

 —

 Laird Powers, Director (1)

 2024

 —

 —

 —

 —

 —

 —

 (1)

 Directors
 who are employed by the Company do not receive separate compensation for services on the Board of Directors. Members of the Board
 of Directors who are not employees of the Company currently receive no fees. In addition, members of the Board of Directors are reimbursed
 for any expenses incurred in attending the meetings.

 Outstanding
Equity Awards at Fiscal Year End

 None
of our named executive officers has outstanding equity awards received as compensation, including unexercised options, stock that has
not vested, or equity incentive plan awards, as of the end of the Company's last completed fiscal year.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The
following table sets forth certain information as of June 30, 2024 with respect to the holdings of: (1) each person known to us to be
the beneficial owner of more than 5% of our Common Stock; (2) each of our directors, nominees for director and named executive officers;
and (3) all directors and executive officers as a group. To the best of our knowledge, each of the persons named in the table below as
beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless
otherwise indicated.

 Except
as otherwise indicated below, the persons named in the table have sole voting and investment power with respect to all shares of common
stock held by them. Unless otherwise indicated, the principal address of each listed executive officer and director is 2445 Winnetka
Avenue North, Golden Valley, MN 55427.

 Name

 Number
 of Shares Beneficially Owned

 Percent
 of Shares

 Laird Powers

 252,984

 0.6

 %

 229,250

 0.6

 %

 All Officers and Directors
 as a group (3 persons)

 482,234

 1.2

 %

 The Matthews Group LLC
 (1)

 29,352,547

 73.4

 %

 (1)

 The
 above shares include 50% of the shares owned or issuable to The Matthews Group. Van Thuy Tran and Lawrence J. Johanns each own 50%
 of The Matthews Group.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Company's transactions with its officers, directors, and affiliates have been, and such future transactions will be, on terms no
less favorable to the Company than could have been realized by the Company in arms-length transactions with non-affiliated persons and
will be approved by the board of directors.

 The
Matthews Group is owned 50% by Ms. Van Tran, the Company's CEO, Executive Chair, and a director, and 50% by Larry Johanns, a significant
stockholder of the Company. The Company has relied on The Matthews Group for funding.

 Management
Services Agreement and Related Notes Payable with Related Party

 On
September 30, 2015, the Company sold all of its assets of its Barcode Technology comprised solely of its intellectual property to The
Matthews Group. The Company's Barcode Technology was originally invented by the founders of Veritec as a product identification
system for identification and tracking of parts, components and products mostly in the liquid crystal display (LCD) markets and for secure
identification documents, financial cards, medical records and other high security applications. The Company has a management services
agreement with The Matthews Group to manage all facets of the barcode technology operations, on behalf of The Matthews Group, through
June 30, 2024. The Matthews Group bears the risk of loss from the barcode operations and has the right to the residual benefits of the
barcode operations. In consideration, the Company earns a fee of 20% of all revenues up to May 31, 2017, and 35% of all revenues up to
June 30, 2024, from the barcode technology operations. During the years ended June 30, 2024 and 2023, the Company recorded management
fee revenue related to this agreement of $172,000 and $216,000, respectively. Pursuant to the management services agreement, all cash
flow (all revenues collected less direct costs paid) of the barcode technology operations is retained by the Company as proceeds from
unsecured notes payable due The Matthews Group. During the years ended June 30, 2024 and 2023, cash flow loans of $441,000 and $464,000,
respectively, were made to the Company at 10% interest per annum and due on demand. At June 30, 2024, cash flow loans of $5,821,000 are
due to The Matthews Group.

 Advances
from Related Parties

 As
of both June 30, 2024 and 2023, $109,000 and $119,000 of advances due to Ms. Van Tran have been presented as accounts payable, related
party on the accompanying Consolidated Balance Sheets, respectively. The advances are unsecured, non-interest bearing, and due on demand.

 Other
Transactions with Related Parties

 The
Company leases its office facilities from Ms. Tran, who owns the building. For both the years ended June 30, 2024 and 2023, lease payments
to Ms. Van Tran totaled $51,000.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
following table sets forth the fees billed to the Company for professional services rendered by the Company's independent registered
public accounting firm, for the years ended June 30, 2024 and 2023:

 Fees

 2024

 2023

 Weinberg & Company, CPAs

 Audit fees

 $

 72,000

 $

 72,000

 Audit Related fees

 —

 —

 Tax fees

 —

 —

 All other fees

 —

 —

 Total Fees

 $

 72,000

 $

 72,000

 Audit
Fees: Consist of fees billed for professional services rendered for the audits of our financial statements and reviews of our
interim consolidated financial statements included in quarterly reports.

 PART
IV

 Item
15. EXHIBITS

 Exhibit
 Number

 Ref

 Description
 of Document

 3.1

 Restated Articles of Incorporation of Veritec, Inc. dated May 3, 1997 (incorporated by reference to Exhibit 3(i) to Veritec's Quarterly Report on Form 10QSB for the quarter ended March 31, 2007, as filed on May 15, 2007).

 3.2

 Bylaws of Veritec, Inc. (incorporated by reference to Exhibit 3(ii) to Veritec's Quarterly Report on Form 10QSB for the quarter ended December 31, 2006, as filed on February 14, 2007).

 31.1

 *

 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2

 Certification of Principal Executive Officer and Principal
 Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1

 *

 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

 32.2

 Certification of Principal Executive Officer and Principal
 Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

 101.INS

 *

 101.SCH

 *

 101.CAL

 *

 101.DEF

 *

 101.LAB

 *

 101.PRE

 *

 *
Filed herewith.

 Item
16. FORM 10-K SUMMARY

 None.

 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.

 a Nevada corporation

 October 10, 2024

 By:

 /s/ Van Thuy
 Tran

 Chief Executive Officer

 (Principal Executive 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/ VAN THUY
 TRAN

 Chief Executive Officer and Chairman of the Board of
 Directors (Principal Executive Officer)

 October 10, 2024

 /s/ LAIRD
 POWERS

 October 10, 2024

 Laird Powers