8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




Date of report (Date of earliest event reported)             February 13, 2002
                                                             -----------------

                                  Veritec Inc.
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               (Exact Name of Registrant as Specified in Charter)


            Nevada                       000-15113               95-3954373
- -------------------------------  ------------------------  ---------------------
(State or Other Jurisdiction of  (Commission File Number)  (IRS Employer
        Incorporation)                                       Identification No.)


  1163 Kruse Street, Suite 100, West St. Paul, MN          55118-2506
  -----------------------------------------------    --------------------
     (Address of Principal Executive Offices)              (Zip Code)


Registrant's telephone number, including area code        651.552.9215
                                                     --------------------



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         (Former Name or Former Address, if Changed Since Last Report)







Item 5.  Other Events.


     On January 30, 2002, Veritec Inc. and The Matthews Group LLC formed Veritec
Iconix Ventures, Inc. ("VIVI"), a Delaware corporation. Each of Veritec Inc. and
The  Matthews  Group LLC own 50% of the  outstanding  shares of common  stock of
VIVI. The Matthews Group LLC, together with its affiliates, also owns 1,354,479,
or 20.08%,  of the outstanding  shares of Veritec Inc. and advanced  $100,000 to
Veritec  Inc.,  $50,000  of which  Veritec  Inc.  subsequently  used to make its
initial capital  contribution to VIVI. The Promissory Note to The Matthews Group
LLC  bears  interest  at a  rate  of 10%  per  annum  and  is  due in one  year.
Additionally,  the Promissory  Note is convertible  into common stock of Veritec
Inc. at a price of $0.25 per share.  Subsequent  to the  formation  of VIVI,  on
February 13, 2002, VIVI purchased 100% of the outstanding  equity  securities of
Iconix,  Inc., a Japanese  corporation,  pursuant to a Stock Purchase Agreement,
dated February 13, 2002, by and among VIVI, Iconix,  Inc., Masayuki Kuriyama and
Yoshihiro Tasaka. The total  consideration for the purchase consisted of 300,000
shares of common stock of Veritec  Inc.  and  $100,000.00  in U.S.  Dollars.  On
February 25, 2002, Veritec Inc. issued a press release announcing the completion
of the VIVI and Iconix transactions, a copy of which is attached hereto.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.


(c)      Exhibits.


          99.1          Press Release dated February 25, 2002.








                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                 VERITEC INC.



Date:  April 16, 2002                            By     /s/ Van Thuy Tran
                                                        -----------------------
                                                        Van Thuy Tran
                                                 Its    Chief Executive Officer









                                  EXHIBIT INDEX


          99.1          Press Release dated February 25, 2002.

EX-99.1

                                                                    Exhibit 99.1
FOR IMMEDIATE RELEASE

                        VERITEC AND ICONIX TO JOIN FORCES

     GOLDEN VALLEY, Minnesota,  February 25, 2002 - Veritec (OTC Bulletin Board:
VRTC.OB)  announced  February  18th,  2002  that it has  formed  and owns 50% of
Veritec  Iconix  Ventures,  Inc (VIVI).  VIVI has acquired  Iconix.  Iconix,  an
industrial automation firm, is located in Osaka, Japan.

     Veritec  is  in  the   business   of  selling  and   installing   Automatic
Identification Systems using industry standard machine-readable symbols, and its
proprietary  VeriCode(R) symbol. The VeriCode(R) symbol is commonly used for LCD
computer screen manufacturing, where conventional bars codes are too big.

     VIVI  is  particularly   strong  at  systems   integration  with  customers
throughout the textile  industry.  VIVI and Veritec will be working  together to
offer  increased  sales,   installation  and  support  for  LCD,  textile,   and
semi-conductor applications in North America and Asia.

     VIVI and  Veritec  will  also  have  access  to each  other's  intellectual
property  resources.  Starting  in the  1980's  with the NASA  shuttle  program,
Veritec  has led the  world  in  creating  two-dimensional  barcode  technology.
Veritec holds key patents in Europe and the United States. VIVI is currently the
sole licensee of the CP Code patents in Asia.

     Veritec is expanding its market into the authentication industry, where the
VeriCode(R)  symbol is well suited due to its proprietary  nature and additional
benefits such as high data density, scanner orientation  independence,  and ease
of use on a wide range of materials.  VeriCode(R)  symbol technology can be used
to store  biometric  information  on ID  cards,  providing  additional  security
without requiring the creation of a centralized database.  Veritec will be using
the VIVI resources to deploy this new technology.

                                       ###

     Statements in this press  release that are not  statements of historical or
current fact constitute  "forward-looking  statements" within the meaning of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements  involve  known and unknown  risks,  uncertainties  and other unknown
factors  that could  cause the actual  results of the  Company to be  materially
different  from the historical  results or from any future results  expressed or
implied by such  forward-looking  statements.  In addition to  statements  which
explicitly  describe such risks and uncertainties  readers are urged to consider
statements labeled with the terms "believes," "belief," "intends," "anticipates"
or "plans" to be uncertain and forward-looking.  The forward-looking  statements
contained  herein are also subject  generally  to other risks and  uncertainties
that are described from time to time in the Company's  reports and  registration
statements filed with the Securities and Exchange Commission.



                                 Exhibit 99.1-1