UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the quarterly period ended June 30, ~~2023~~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.)

~~12445~~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

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

Yes ☐ No ☒

Indicate 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 ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the ~~Securitiees~~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 ☐

Indicate 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 ☐

Indicate 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.i

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. ☐ ☐

Indicate 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, ~~2022~~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.

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

~~As of October 4, 2023, there were 39,988,007 shares of registrant’s common stock outstanding.~~ii

VERITEC, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

	Page
FORWARD-LOOKING STATEMENTS	3iii
PART I	41
ITEM 1. DESCRIPTION OF BUSINESS	41
ITEM 1A. RISK FACTORS	63
ITEM 2. DESCRIPTION OF PROPERTY	6
ITEM 1B. UNRESOLVED STAFF COMMENTS	3
ITEM 3. LEGAL PROCEEDINGS	6
ITEM 1C. CYBERSECURITY	3
ITEM 4. MINE SAFETY DISCLOSURE	6
ITEM 2. DESCRIPTION OF PROPERTY	4
PART II	7
ITEM 3. LEGAL PROCEEDINGS	4
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES	7
ITEM 4. MINE SAFETY DISCLOSURE	4
ITEM 6. SELECTED FINANCIAL DATA	8
PART II	5
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	8
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES	5
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
ITEM 6. SELECTED FINANCIAL DATA	6
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA	14
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	6
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	32
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
ITEM 9A. CONTROLS AND PROCEDURES	32
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA	13
ITEM 9B. OTHER INFORMATION	32
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	14
PART III	33
ITEM 9A. CONTROLS AND PROCEDURES	14
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT	33
ITEM 9B. OTHER INFORMATION	15
ITEM 11. EXECUTIVE COMPENSATION	34
PART III	16
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	35
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT	16
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	36
ITEM 11. EXECUTIVE COMPENSATION	18
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	36
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	19
ITEM 15. EXHIBITS	37
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	19
ITEM 16. FORM 10-K SUMMARY	37
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	20
SIGNATURES	38
ITEM 15. EXHIBITS	21
ITEM 16. FORM 10-K SUMMARY	21
SIGNATURES	22

2iii

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.

3iv

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, ~~2024~~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

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.

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

(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.

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 ~~Pay~~Play and Apple ~~iTunes~~App ~~stores~~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

During the year ended June 30, ~~2023~~2024, wethe Company had ~~three~~one ~~customers,~~customer ~~that represented 61%~~ (a related party) ~~14%~~that ~~and 13~~represented 37% of our revenues, ~~respectively.~~one ~~During~~customer that ~~the~~represented 33% ~~year~~of ~~ended~~our ~~June~~revenues ~~30,~~and ~~2022,~~one wecustomer ~~had two customers,~~ that represented ~~75%~~ ~~(a related party) and 15~~22% of our revenues~~, respectively~~. No other customer represented more than 10% of our revenues.

5During 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, ~~2023~~2024, the Company employed seven employees and six independent contractor consultants.

Financial Information about Geographic Areas

For the years ended June 30, ~~2023,~~2024 and ~~2022~~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, ~~2023~~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 ~~2023~~2024				Fiscal ~~2022~~2023
Quarter Ended	High		Low		High		Low
September 30	$	0.0405	$	0.03	$	0.1004	$	0.03
December 31	$	0.0306	$	0.02	$	0.0503	$	0.0402
March 31	$	0.0206	$	0.0201	$	0.0502	$	0.0302
June 30	$	0.0304	$	0.02	$	0.0403	$	0.0302

Shareholders

As of June 30, ~~2023~~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, ~~2023,~~2024 and ~~2022~~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)		~~900~~550,000	$	0.03		—
Total		~~900~~550,000	$	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 ~~2023~~2024 and ~~2022~~2023.

7ITEM 6. SELECTED FINANCIAL DATA

~~ITEM~~We 6.are ~~SELECTED~~a ~~FINANCIAL~~smaller ~~DATA~~reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

WeITEM ~~are~~7. aMANAGEMENT’S ~~smaller~~DISCUSSION ~~reporting~~AND ~~company~~ANALYSIS asOR ~~defined~~PLAN byOF ~~Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.~~OPERATION

~~ITEM~~The 7following 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. ~~MANAGEMENT’S~~This ~~DISCUSSION~~discussion ~~AND~~contains ~~ANALYSIS~~forward-looking ORstatements ~~PLAN~~that OFinvolve risks, ~~OPERATION~~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 ~~should~~is bebased ~~read~~on inthe ~~conjunction~~preparation ~~with~~ of our ~~consolidated~~ financial statements ~~and related notes included elsewhere~~ in ~~this~~accordance ~~report.~~with ~~This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions~~U.S. ~~See~~generally ~~“Note~~accepted ~~Regarding~~accounting ~~Forward-Looking Statements~~principles.” ~~Our~~You ~~actual~~should ~~results~~read ~~could~~this ~~differ~~discussion ~~materially~~and analysis ~~from~~together ~~those~~with ~~anticipated~~such infinancial ~~the forward-looking~~ statements asand athe ~~result~~related ofnotes ~~certain factors discussed elsewhere in this report~~thereto.

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.6

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 ~~year~~period ended ~~June~~December 3031, ~~2023~~2022, we completed our performance obligations, and recorded the $50,000 payment as Mobile banking technology revenue during the ~~year~~period ~~ended~~then ~~June 30, 2023~~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, ~~2023~~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, ~~2023~~2024, no royalty related revenues have been realized under the License Agreement.

8On 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, 2023 compared to June 30, 2022~~7

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

~~Details of revenues are as follows:~~Revenues

	Year Ended June 30,				Increase (Decrease)
	2023		2022		$			%
Mobile banking technology	$	140,000	$	90,000	$	50,000			55.6
Other revenue, management fee - related party		216,000		263,000		(47,000	)		(17.9	)
Total Revenues	$	356,000	$	353,000	$	3,000			0.1

Details of revenues are as follows:

• Mobile banking technology

	Year Ended June 30,				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		150,000		—		150,000			100.0
Total Revenues	$	461,000	$	356,000	$	105,000			29.5

~~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~~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, 2023, and 2022 were $140,000 and $90,000, respectively. The increase in Mobile Banking Technology revenues was related to a development contract of the Company’s blinxPay product that concluded during the period ended June 30, 2023. No similar sale occurred during the same period of the prior year.

•Mobile ~~Other~~Banking ~~revenue,~~Technology ~~management~~revenues ~~fee~~include products such as the Company’s Blinx On-Off™ ~~related~~prepaid ~~party~~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.

On • ~~December~~Other 31revenue, 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%~~related of all revenues billed up to June 30, 2024, and recognizes management fee revenue as services are performed. For the years ended June 30, 2023 and 2022, revenue earned from the management services agreement was $216,000 and $263,000, respectively.party

~~Cost~~On December 31, 2015, the Company sold all of ~~Revenue~~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.

~~Cost~~ • ofLicense ~~revenue for the years ended June 30, 2023 and 2022 totaled $211,000 and $199,000, respectively.~~fees

~~Selling~~On May 1, 2024, the Company entered into an exclusive distribution agreement with Encore Sales and Marketing LLC (“Encore”) ~~General~~under which the Company granted Encore exclusive rights to sell and ~~Administrative~~market ~~Expenses~~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.

Selling, general and administrative expenses for the years ended June 30, 2023 and 2022 totaled $883,000 and $728,000, respectively. The increase in general and administrative expenses was primarily due to increased legal and professional fees as compared to the same period of the prior year.8

9Cost of Revenue

~~Other~~Cost ~~Income~~of ~~(Expenses)~~revenue for the years ended June 30, 2024 and 2023 totaled $173,000 and $211,000, respectively.

~~During the year ended June 30~~Selling, ~~2022, the Company identified certain vendor related accounts payable balances that exceeded the status of limitations~~ ~~for~~General ~~collections. The Company engaged legal counsel to review the matter~~ and ~~received~~Administrative ~~a legal letter supporting a write off of dated accounts payable balances totaling $397,000. No similar activity occurred in the current year period.~~Expenses

OnSelling, ~~October~~general ~~22,~~and ~~2022,~~administrative ~~the~~expenses ~~Company~~for ~~was~~the ~~notified~~years ~~that~~ended ~~its~~June ~~PPP~~30, ~~loan~~2024 ~~forgiveness~~and ~~applications~~2023 ~~totaling~~totaled $~~118~~796,000 ~~were~~and ~~approved~~$883,000, respectively. NoThe ~~similar~~decrease in ~~activity~~selling, general and administrative expenses was primarily due to decreased payroll, commissions and software R&D as compared ~~occurred~~to inthe same period of the ~~current~~prior year ~~period~~.

~~Interest~~Other ~~expense for the years ended June 30, 2023 and 2022, was $496,000 and $447,000, respectively. The increase was due to the increase in our notes payable balance.~~Expense

~~Net~~Interest ~~Loss~~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.

~~Our~~Net ~~net loss for the years ended June 30, 2023 and 2022, was $1,234,000 and $506,000, respectively.~~Loss

~~Liquidity~~We ~~and~~had ~~Capital~~a ~~Resources~~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.

~~Our cash balance on June 30, 2023 decreased to~~Liquidity $61,000 as compared to $66,000 on June 30, 2022. The decrease was the result of the $494,000 cash provided by financing activities offset by $499,000 cash used in operating activities. Net cash used in operations during the period ended June 30, 2023, was $499,000, compared with $675,000 of net cash used in operations during the same period of the prior year. Cash used in operations during the period ended June 30, 2023, was primarily from our net loss of $1,234,000, offset by a general net increase to our working capital accounts of $240,000, and ~~increased~~Capital interest accrued on notes payable of $495,000. Net cash provided by financing activities of $494,000 was from proceeds received from notes payable during the period ended June 30, 2023. During the same period of the prior year, net cash provided by financing activities of $503,000 was from proceeds received from notes payable.Resources

~~The~~Our cash ~~accompanying~~balance ~~Consolidated~~on ~~Financial~~June ~~Statements~~30, ~~have~~2024 ~~been prepared~~increased ~~assuming~~to ~~the~~$118,000 ~~Company will continue~~ as acompared ~~going~~to ~~concern~~$61,000 ~~which~~on ~~contemplates~~June ~~the~~30, ~~realization~~2023. ofThe ~~assets~~increase ~~and~~was ~~satisfaction of liabilities in~~ the ~~normal~~result ~~course~~ of ~~business. During~~ the ~~year~~net ~~ended June 30~~$553,000 net ~~2023,~~cash ~~the~~provided ~~Company~~by ~~incurred~~financing aactivities, ~~net~~offset ~~loss~~by of $1496,~~234,~~000 ~~and~~cash used ~~cash~~ in operating activities. ofNet ~~$499,000,~~cash ~~and~~used atin ~~June~~operations ~~30,~~during ~~2023,~~ the year ~~Company~~ended ~~had~~June a30, ~~stockholders’~~2024, ~~deficiency~~was of $8496,~~670,~~000~~. In addition~~, as ofcompared ~~June~~with 30$499,000 ~~2023,~~of ~~the~~net ~~Company~~cash isused in ~~default~~operations onduring ~~$767,000~~the same period of ~~its~~the ~~convertible~~prior ~~notes~~year. Cash ~~and~~used ~~notes~~in ~~payable.~~operations ~~These~~during ~~factors,~~the ~~among~~period ~~others,~~ended ~~raise substantial~~June ~~doubt~~30, ~~about~~2024 ~~our~~was ~~ability~~primarily tofrom ~~continue~~our asnet aloss ~~going~~of ~~concern~~$1,058,000, ~~within~~offset ~~one~~by ~~year~~increased ofinterest accrued ~~the~~on ~~date~~convertible ~~that~~notes ~~the~~and ~~financial~~notes ~~statements~~payable ~~are~~of ~~issued~~$551,000. In ~~addition,~~Net ~~the~~cash ~~Company’s~~provided ~~independent~~by ~~registered~~financing ~~public~~activities ~~accounting~~of ~~firm~~$553,000 inwas ~~its~~from ~~report~~proceeds onreceived from ~~our~~notes ~~June~~payable ~~30,~~- ~~2023~~related ~~financial~~party ~~statements, has~~during ~~raised~~the ~~substantial~~period ~~doubt~~ended ~~about~~June ~~the~~30, ~~Company’s~~2024 ~~ability~~of to$586,000, ~~continue~~offset asby arepayments ~~going~~of ~~concern~~$33,000. ~~The~~During ~~Company’s~~the ~~financial statements~~same doperiod ~~not~~of ~~include~~the ~~any~~prior ~~adjustments~~year, ~~that~~net ~~might~~cash ~~result~~provided ~~from~~by ~~the~~financing ~~outcome~~activities of ~~this~~$494,000 ~~uncertainty~~was befrom ~~necessary~~proceeds ~~should~~received wefrom benotes ~~unable~~payable ~~to continue as~~– arelated ~~going concern~~party.

The ~~Company~~accompanying ~~believes~~consolidated ~~its~~financial ~~cash~~statements ~~and~~have ~~forecasted~~been ~~cash~~prepared ~~flow~~assuming ~~from~~the ~~operations~~Company will ~~not~~continue beas ~~sufficient~~a togoing ~~continue~~concern, ~~operations~~which ~~through fiscal 2024~~contemplates ~~without~~the ~~continued~~realization ~~external~~of ~~investment.~~assets ~~Subsequent~~and tosatisfaction ~~June~~of ~~30,~~liabilities ~~2023,~~in the ~~Company~~normal ~~issued~~course aof ~~$22,000~~business. ~~convertible~~During ~~promissory~~the ~~note~~period toended ~~Van~~June ~~Tran~~30, ~~the~~ ~~Company’s CEO/Executive Chair and a director~~2024, ~~as additional working capital. The~~ the Company ~~believes~~incurred ita ~~will~~net ~~require~~loss ~~additional funds~~of to$1,058,000 ~~continue its operations through fiscal 2024~~ and toused ~~continue~~cash toin ~~develop~~operating ~~its~~activities ~~existing~~of ~~projects~~$496,000, and ~~plans~~on toJune ~~raise~~30, ~~such~~2024, ~~funds by finding additional investors to purchase~~ the Company’s ~~securities,~~had ~~generating~~a stockholders’ ~~sufficient~~deficit ~~sales~~of ~~revenue~~$9,728,000. ~~implementing~~In ~~dramatic~~addition, ~~cost reductions~~as orof ~~any~~June ~~combination~~30, ~~thereof.~~2024, ~~There is no assurance that~~ the Company ~~can~~is bedelinquent ~~successful~~ in ~~raising~~payment ~~such~~of ~~funds~~$794,000 ~~generating~~of ~~the~~its ~~necessary~~notes ~~sales~~payable. orThese ~~reducing~~factors, ~~major~~among ~~costs. Further~~others, ifraise ~~the~~substantial ~~Company~~doubt isabout ~~successful~~our inability ~~raising~~to ~~such~~continue ~~funds~~as ~~from~~a ~~sales~~going ofconcern ~~equity~~within ~~securities, the~~one ~~terms~~ year of ~~these~~the ~~sales~~date ~~may~~that ~~cause~~the ~~significant~~financial ~~dilution~~statements toare ~~existing holders of common stock~~issued.

The Company ~~has~~believes ~~traditionally~~its ~~been~~cash ~~dependent~~and onforecasted cash flow from operations will not be sufficient to continue operations through fiscal 2025 without continued external investment. The ~~Matthews~~Company ~~Group,~~believes ~~LLC~~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, agenerating ~~related~~sufficient ~~party~~sales revenue, ~~for~~implementing ~~its~~dramatic ~~financial~~cost ~~support.~~reductions ~~The~~or ~~Matthews~~any ~~Group~~combination thereof. There is no assurance ~~owned~~that ~~50%~~the byCompany Mscan ~~Tran~~be successful in raising such funds, ~~and~~generating ~~50%~~the bynecessary ~~Lawrence~~sales Jor reducing major costs. ~~Johanns~~Further, aif ~~significant~~the Company is ~~stockholder~~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.

10The 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.

~~Convertible notes and notes payable~~9

Convertible ~~and~~ notes ~~payable includes principal~~ and ~~accrued~~notes ~~interest and consist of the following at June 30, 2023 and June 30, 2022:~~payable

	June 30, 2023		June 30, 2022
(a) Unsecured convertible notes ($21,000 and $20,000 in default)	$	66,000	$	64,000
(b) Notes payable (in default)		475,000		458,000
(c) Notes payable (in default)		29,000		28,000
Total notes-third parties	$	570,000	$	550,000

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

(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.

	June 30, 2024		June 30, 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

At(a) ~~June~~The ~~30, 2021, convertible~~ notes ~~totaled~~are ~~$62~~unsecured,~~000.~~ ~~During~~convertible ~~the~~into ~~year~~common ~~ended~~stock ~~June~~at ~~30,~~amounts ~~2022,~~ranging ~~interest~~from of $~~2,000~~0.08 ~~was added~~ to ~~the principal resulting in a balance owed of~~ $~~64,000 at June~~ 0.30, ~~2022.~~per ~~During the year ended June 30~~share, ~~2023,~~bear interest ofat ~~$2,000~~rates ~~was~~ranging from ~~added~~5% to ~~the~~8% ~~principal resulting~~per ~~in a balance owed of $66~~annum,~~000~~ atwere ~~June~~due ~~30,~~through ~~2023.~~2011 Onand ~~June~~are ~~30, 2023, $21,000 of the convertible notes were~~ in default ~~and~~or ~~convertible at a conversion price of $0.30 per share into 69,286 shares of the Company’s common stock. The balance of $45,000 is~~ due on demand ~~and convertible at a conversion price of $0~~.~~08 per share into 567,180 shares of the Company’s common stock.~~

~~(b)~~At ~~The~~June ~~notes~~30, ~~are~~2023, ~~either~~convertible ~~secured~~notes bytotaled ~~the~~$66,000. ~~Company’s~~During ~~intellectual~~the ~~property~~year orended ~~unsecured~~June ~~and~~30, ~~bear~~2024, interest ~~ranging~~of ~~from~~$3,000 ~~6.5%~~was added to ~~10%~~the ~~per~~principal ~~annum~~resulting in a balance owed of $69,000 ~~were~~at ~~due~~June in30, ~~2012~~2024. On June 30, ~~and~~2024, ~~are~~$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.

At(b) ~~June~~The ~~30,~~notes ~~2021,~~are ~~the~~either ~~notes~~secured ~~totaled~~by ~~$440,000.~~the ~~During~~Company’s ~~the~~intellectual ~~year~~property ~~ended~~or ~~June~~unsecured ~~30,~~and ~~2022,~~bear interest ofranging ~~$18,000 was~~from ~~added~~6.5% to ~~principal~~10% ~~resulting~~per ~~in a balance owed of $458~~annum,~~000~~ atwere ~~June~~due ~~30, 2022. During the year ended June 30, 2023, interest of $17,000 was added to principal resulting~~ in ~~a balance owed of $475~~2012,~~000~~ ~~at June 30, 2023. At June 30, 2023, $427,000 of notes are secured by the Company’s intellectual property~~ and ~~$48,000 of notes~~ are ~~unsecured~~in default.

~~(c)~~At ~~The~~June 30, 2023, the notes ~~are~~totaled ~~unsecured~~$475,000. ~~and~~During ~~bear~~the year ended June 30, 2024, interest of 4%$18,000 ~~per~~was ~~annum~~added ~~and~~to ~~were~~principal ~~due~~resulting in ona ~~March~~balance 17owed of $493,000 ~~2020~~at ~~and~~June 30, 2024. At June 30, 2024, $444,000 of notes are insecured ~~default~~by the Company’s intellectual property and $49,000 of notes are unsecured.

At(c) ~~June~~The ~~30, 2021 the~~ notes ~~totaled~~are ~~$27,000.~~unsecured ~~During~~and ~~the~~bear ~~year ended June 30, 2022,~~ interest of ~~$1,000~~4% ~~was~~per ~~added~~annum toand ~~the~~were ~~principal~~due ~~resulting in~~on aMarch ~~balance owed of $28~~17,~~000~~ at2020 ~~June~~and ~~30,~~are ~~2022. During the year ended June 30, 2023, interest of $1,000 was added to the principal resulting~~ in ~~a balance owed of $29,000 at June 30, 2023~~default.

~~Convertible~~At ~~notes~~June ~~and~~30, 2023 the notes ~~payable-related~~totaled ~~parties~~$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.

Convertible notes and notes payable-related parties ~~include principal and accrued interest and consist of the following at June 30, 2023 and June 30, 2022:~~

	June 30, 2023		June 30, 2022
(a) Convertible notes-The Matthews Group	$	1,970,000	$	1,855,000
(b) Notes payable-The Matthews Group		4,988,000		4,177,000
(c) Convertible notes-other related parties ($242,000 and $233,000 in default)		364,000		321,000
Total notes-related parties	$	7,322,000	$	6,353,000

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

(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.

	June 30, 2024		June 30, 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

~~The Matthews Group is a related party~~ (~~see Note 8) and is owned 50% by Ms. Van Tran, the Company’s CEO, and 50% by Larry Johanns,~~ a) ~~significant~~The ~~shareholder~~notes ofare ~~the Company. At June 30~~unsecured, ~~2021,~~ convertible ~~notes~~into ~~due~~common tostock ~~The~~at ~~Matthews Group totaled~~ $~~1,741,000~~0. ~~During the~~08 ~~year~~per ~~ended June 30~~share, ~~2022,~~bear ~~$114,000 of~~ interest ~~was added to principal, resulting in a balance payable of $1,855,000~~ at ~~June~~rates ~~30,~~ranging ~~2022. During~~from ~~the~~8% ~~year ended June 30, 2023, $115,000 of interest was added~~ to ~~principal,~~10% ~~resulting~~per inannum ~~a balance payable of $1,970,000 at June~~and ~~30, 2023. At June 30, 2023, the notes~~ are ~~convertible~~due aton ~~a conversion price of $0~~demand.~~08 per share into 24,621,824 shares of the Company’s common stock.~~

The Matthews Group is a related party (bsee Note 6) ~~The~~ ~~notes~~and ~~are~~is ~~unsecured~~owned 50% by Ms. Van Tran, ~~accrue~~the ~~interest~~Company’s atCEO, 10and 50% ~~per~~by ~~annum~~Larry Johanns, ~~and~~a significant ~~are~~shareholder ~~due~~of onthe ~~demand~~Company. ~~The~~At June 30, 2023, convertible notes ~~were~~due ~~issued~~to ~~relating~~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 ~~management~~balance ~~services~~payable at June 30, 2024 of $2,084,000. ~~agreement~~At ~~with~~June ~~The~~30, ~~Matthews~~2024, ~~Group~~the ~~(see~~notes ~~Note~~are 8)convertible ~~dated~~at ~~September~~a 30conversion price of $0.08 per share into 26,053,749 ~~2015~~shares of the Company’s common stock.

1110

At(b) ~~June~~The ~~30, 2021,~~ notes ~~due~~are ~~to The Matthews Group totaled $3~~unsecured,~~375,000. During~~ ~~the~~accrue ~~year~~interest ~~ended~~at ~~June~~10% ~~30,~~per ~~2022~~annum, ~~$503,000 of notes payable were issued~~ and ~~interest~~are ofdue ~~$299,000~~on ~~was added to principal, resulting in a balance owed of $4,177,000 at June 30, 2022~~demand. ~~During~~The ~~the year ended June 30, 2023, $464,000 of~~ notes ~~payable~~ were issued ~~and~~relating ~~interest~~to ofa ~~$347,000~~management ~~was~~services agreement ~~added~~with toThe ~~principal,~~Matthews ~~resulting~~Group in(see aNote ~~balance~~6) ~~owed of~~dated ~~$4,988,000~~September ~~at June~~ 30, ~~2023~~2015.

~~(c)~~At ~~The~~June ~~notes~~30, ~~are~~2023, notes due to aThe ~~current~~Matthews ~~and~~Group atotaled ~~former director~~$4,988,000. During ~~are~~the ~~unsecured~~year ended June 30, ~~convertible~~2024, ~~into~~$441,000 ~~common~~of ~~stock~~notes atpayable were ~~per~~issued ~~share~~and ~~amounts~~interest ~~ranging~~of ~~from~~ $~~0.04~~392,000 was added to ~~$0.30~~principal, ~~and~~resulting ~~bear~~in ~~interest~~a atbalance ~~rates~~owed ~~ranging~~of ~~from~~$5,821,000 8%at toJune ~~10%~~30, ~~per annum~~2024.

At(c) ~~June~~The ~~30, 2021, convertible~~ notes are due to ~~other related parties totaled $308,000. During the year ended June 30, 2022, interest of $13,000 was added to principal resulting in~~ a ~~balance~~current ~~owed of $321,000 at June 30, 2022. During the year ended June 30, 2023, $30,000 of notes payable were issued~~ and ~~interest of $13,000 was added to principal, resulting in~~ a ~~balance~~former ~~owed of $364~~director,~~000~~ at June 30, 2023. During the year ended June 30, 2023, $30,000 of notes payable were issued and interest of $13,000 was added to principal, resulting in a balance owed of $364,000 at June 30, 2023. At June 30, 2023, $242,000 of the notes were due in 2010 and are ~~in default~~unsecured, ~~and $122,000 is due on demand. At June 30, 2023, $242,000 of the notes are~~ convertible ~~at a conversion price of $0.30 per share~~ into ~~807,081 shares of the Company’s~~ common stock, ~~$92,000 of the notes are convertible~~ at aper ~~conversion~~share ~~price~~amounts ofranging from $0.0904 ~~per~~to ~~share into 1,076,347 shares of the Company’s common stock, and~~ $0.30,~~000~~ ofand ~~the~~bear ~~notes~~interest ~~are convertible~~ at arates ~~conversion~~ranging ~~price~~from of8% ~~$0.04~~to 10% per ~~share into 759,863 shares of the Company’s common stock~~ annum.

~~Commitments~~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 ~~Contractual~~interest ~~Obligations~~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.

~~The~~Commitments ~~Company~~and ~~leases~~Contractual 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.Obligations

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

WeOff-Balance doSheet ~~not have any off-balance sheet arrangements.~~Arrangements

~~Critical~~We ~~Accounting~~do ~~Policies~~not ~~and~~have ~~Estimates~~any off-balance sheet arrangements.

~~Management’s~~Critical ~~discussion~~Accounting ~~and~~Policies ~~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 impairment of long-lived assets, including finite lived intangible assets, accrued liabilities, fair value of warrant derivatives and 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.Estimates

~~Our~~Management’s ~~significant~~discussion ~~accounting~~and ~~policies~~analysis ~~are~~of ~~more~~our ~~fully~~financial ~~described~~condition inand ~~Note~~results 1of tooperations are based on our financial statements., ~~The~~which ~~preparation~~have ofbeen ~~financial statements~~prepared in ~~conformity~~accordance with accounting principles generally accepted in the United States. The preparation of ~~America~~these ~~requires~~financial statements requires management to make estimates and ~~assumptions~~ judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and ~~the~~ related disclosure ~~disclosures~~ 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 ~~could~~may differ materially from ~~those~~these estimates under different assumptions or conditions.

12Our 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~~11

Onb. ~~September~~Other 30revenue, ~~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, 2024. The Company earned a~~ fee of- ~~35%~~related ~~of all revenues billed up to June 30, 2024.~~ party

~~Recently~~On ~~Issued~~December ~~Accounting~~31, ~~Standards~~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.

~~See~~c. ~~Footnote~~License ~~1 of consolidated financial statements for a discussion of recently issued accounting standards.~~Fees

~~ITEM~~On 7AMay 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. ~~QUANTITATIVE~~In ~~AND~~return, ~~QUALITATIVE~~the ~~DISCLOSURES~~Company ~~ABOUT~~received ~~MARKET~~a ~~RISK~~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.

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

13See Footnote 1 of the consolidated financial statements for a discussion of recently issued accounting standards.

ITEM 8.7A ~~FINANCIAL~~-- ~~STATEMENTS~~QUANTITATIVE AND ~~SUPPLEMENTAL~~QUALITATIVE ~~DATA~~DISCLOSURES ABOUT MARKET RISK

	Page
PART I - FINANCIAL INFORMATION
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of June 30, 2023 and 2022	F-3
Consolidated Statements of Operations for the Years Ended June 30, 2023 and 2022	F-4
Consolidated Statements of Stockholders’ Deficiency for the Years Ended June 30, 2023 and 2022	F-5
Consolidated Statements of Cash Flows for the Years Ended June 30, 2023 and 2022	F-6
Notes to Consolidated Financial Statements	F-7 to F-17

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

1412

~~Report~~ITEM of8. ~~Independent~~FINANCIAL ~~Registered~~STATEMENTS ~~Public~~AND ~~Accounting~~SUPPLEMENTAL ~~Firm~~DATA

Board of Directors and Stockholders

	Page
PART I - FINANCIAL INFORMATION
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of June 30, 2024 and 2023	F-3
Consolidated Statements of Operations for the Years Ended June 30, 2024 and 2023	F-4
Consolidated Statements of Stockholders’ Deficit for the Years Ended June 30, 2024 and 2023	F-5
Consolidated Statements of Cash Flows for the Years Ended June 30, 2024 and 2023	F-6
Notes to Consolidated Financial Statements	F-7 to F-17

~~Veritec, Inc.~~13

~~Golden~~Report ~~Valley,~~of ~~Minnesota~~Independent Registered Public Accounting Firm

~~Opinion~~Board onof ~~the~~Directors ~~Consolidated~~and ~~Financial Statements~~Stockholders

~~We have audited the accompanying consolidated balance sheets of~~ Veritec, Inc. (the “Company”) and subsidiaries as of June 30, 2023 and 2022, the related consolidated statements of operations, stockholders’ deficiency, 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 subsidiary as of June 30, 2023 and 2022, 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~~Golden ~~Concern~~Valley, Minnesota

~~The~~Opinion ~~accompanying~~on ~~consolidated financial statements have been prepared assuming that~~ the ~~Company~~Consolidated ~~will~~Financial continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has had recurring losses from operations and had a stockholders’ deficiency as of June 30, 2023. 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 2 to the consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Statements

~~Basis~~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 ~~Opinion~~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.

~~These~~Going 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.Concern

WeThe ~~conducted~~accompanying ~~our~~consolidated ~~audits~~financial instatements ~~accordance~~have ~~with~~been ~~the~~prepared ~~standards~~assuming ofthat the ~~PCAOB.~~Company ~~Those~~will ~~standards~~continue ~~require~~as ~~that~~a wegoing ~~plan~~concern. ~~and~~As discussed ~~perform~~in ~~the~~Note ~~audit~~1 to ~~obtain reasonable assurance about whether~~ the consolidated financial statements, ~~are~~the ~~free~~Company ofhas ~~material~~had ~~misstatement,~~recurring ~~whether~~losses ~~due~~from tooperations ~~error~~and orhad ~~fraud.~~a ~~The~~stockholders’ ~~Company~~deficiency isas ~~not~~of ~~required~~June to30, ~~have~~2024. In addition, ~~nor~~convertible ~~were~~notes weand ~~engaged~~notes topayable ~~perform,~~in anthe ~~audit~~amount of ~~its~~$794,000 ~~internal~~are in ~~control~~default ~~over~~or ~~financial~~past ~~reporting~~due. AsThese ~~part of~~conditions ~~our~~raise ~~audits,~~substantial wedoubt ~~are~~about ~~required~~the Company’s ability to ~~obtain~~continue anas ~~understanding~~a ofgoing ~~internal~~concern. Management’s ~~control~~plans ~~over~~in ~~financial~~regard ~~reporting~~to ~~but~~these ~~not~~matters ~~for~~are ~~the~~also ~~purpose~~described ofin ~~expressing an~~Note ~~opinion~~1 onto the ~~effectiveness~~consolidated offinancial ~~the~~statements. ~~Company’s~~The accompanying ~~internal~~consolidated ~~control~~financial ~~over~~statements ~~financial~~do ~~reporting.~~not ~~Accordingly,~~include weany ~~express~~adjustments nothat ~~such~~might ~~opinion~~result from the outcome of this uncertainty.

~~Our~~Basis 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.~~Opinion

~~Critical~~These ~~audit~~consolidated ~~matter~~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.

~~The~~We ~~critical~~conducted ~~audit~~our ~~matter~~audits ~~communicated~~in ~~below~~accordance iswith athe ~~matter~~standards ~~arising~~of ~~from~~ the ~~current~~PCAOB. ~~period~~Those ~~audit~~standards ofrequire ~~the~~that ~~financial~~we ~~statements~~plan ~~that~~and ~~was~~perform ~~communicated or~~the ~~required~~audit to beobtain reasonable ~~communicated~~assurance toabout whether the ~~audit~~consolidated ~~committee~~financial ~~and~~statements ~~that~~are ~~(1)~~free ~~relates~~of material misstatement, whether due to ~~accounts~~error or ~~disclosures~~fraud. The ~~that~~Company ~~are~~is ~~material~~not required to ~~the~~have, ~~financial statements~~nor ~~and~~were ~~(2)~~we ~~involved~~engaged ~~our~~to ~~especially challenging~~perform, ~~subjective,~~an oraudit ~~complex~~of ~~judgments. The~~its ~~communication~~internal ofcontrol ~~critical~~over ~~audit~~financial ~~matter does~~reporting. ~~not~~As ~~alter~~part of inour ~~any~~audits, ~~way~~we ~~our~~are ~~opinion~~required onto ~~the~~obtain ~~financial~~an ~~statements,~~understanding ~~taken~~of asinternal acontrol ~~whole,~~over ~~and~~financial wereporting ~~are~~but not, byfor ~~communicating~~ the ~~critical~~purpose ~~audit~~of expressing ~~matter~~an ~~below,~~opinion ~~providing~~on ~~separate~~the ~~opinions~~effectiveness onof the ~~critical~~Company’s ~~audit~~internal ~~matter~~control orover onfinancial ~~the~~reporting. ~~accounts~~Accordingly, orwe ~~disclosures~~express tono ~~which~~such ~~it relates~~opinion.

~~F-1~~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.

~~Revenue~~Critical ~~recognition~~Audit ~~– Revenue from Related Party~~Matter

AsThe ~~described~~critical inaudit ~~Notes~~matter 4communicated ~~and~~below 8is ~~to the consolidated financial statements, the Company has entered into~~ a ~~management~~matter ~~services~~arising ~~agreement~~from (the ~~“Agreement”)~~ ~~with~~current ~~The~~period ~~Matthews~~audit ~~Group (TMG), to manage all facets~~ of ~~their~~the ~~barcode~~financial ~~technology~~statements ~~operations~~that ~~through~~was ~~June 30,~~communicated ~~2024.~~or ~~TMG~~required isto ~~owned~~be ~~50%~~communicated byto ~~Ms. Tran,~~ the ~~Company’s~~audit ~~CEO/Executive~~committee ~~Chair~~ and athat ~~director,~~(1) ~~and~~relates ~~50%~~to byaccounts ~~Larry~~or ~~Johanns,~~disclosures athat ~~significant~~are ~~stockholder of~~material ~~the Company. Pursuant~~ to the ~~Agreement,~~financial statements ~~the~~and ~~Company~~(2) ~~earns~~involved aour ~~fee~~especially ofchallenging, ~~35%~~subjective, ofor ~~all~~complex ~~revenues billed by TMG to its customers~~judgments. The ~~Company recognizes~~communication ~~management~~of ~~fee~~critical ~~revenue~~audit asmatter does ~~services~~not ~~are~~alter ~~performed~~in byany ~~TMG. In~~way ~~addition,~~our ~~all~~opinion ~~net~~on ~~cash flow from~~ the ~~barcode~~financial ~~technology operations~~statements, istaken ~~retained~~as bya ~~the~~whole, ~~Company~~ and ~~reflected~~we asare ~~proceeds~~not, ~~from~~by ~~notes~~communicating ~~payable~~the tocritical ~~TMG.~~audit matter ~~Management~~below, ~~fee~~providing ~~revenue~~separate ~~from~~opinions ~~the~~on ~~Agreement represented approximately 61% of~~ the ~~Company’s~~critical ~~total~~audit ~~revenue~~matter ~~for~~or on the ~~fiscal~~accounts ~~year~~or ~~ended~~disclosures ~~June~~to ~~30,~~which ~~2023~~it relates.

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.F-1

~~The~~Revenue ~~primary~~recognition ~~procedures~~– weRevenue ~~performed~~from toRelated ~~address this critical audit matter included:~~ Party

•As described Wein ~~obtained~~Notes 3 and ~~evaluated~~6 ~~documentation~~to ~~prepared~~the byconsolidated financial statements, the Company has entered into a management ~~which~~services ~~outlines~~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 ~~revenue~~CEO/Executive ~~recognition~~Chair ~~policies~~and a director, and ~~their~~50% ~~processes~~by Larry Johanns, a significant stockholder of the Company. Pursuant to ~~determine~~the Agreement, the ~~revenue~~Company earns a fee of 35% of all revenues billed by TMG to beits ~~recognized~~customers. ~~from~~The Company recognizes management fee revenue as services are performed by TMG. In ~~sales~~addition, ~~pursuant~~all tonet cash flow from the ~~underlying~~barcode ~~agreements~~technology operations is retained by the Company and ~~current~~reflected ~~accounting~~as ~~guidelines~~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 ~~evaluated whether~~ the Company’s ~~conclusion~~recording of revenue as a critical audit matter because of the complexity involved in the recognition of such ~~documentation~~revenue, ~~was~~in ~~consistent~~particular ~~with~~given ~~relevant~~its ~~accounting~~related ~~standards~~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 Weprocedures ~~obtained~~we aperformed ~~schedule~~to ofaddress ~~all~~this ~~revenue~~critical ~~recognized~~audit bymatter ~~TMG and reconciled the recorded revenue to the underlying accounting records.~~included:

• We ~~selected~~obtained aand ~~sample~~evaluated ofdocumentation ~~revenue~~prepared ~~transactions~~by ~~recorded~~management bywhich ~~TMG~~outlines the Company’s revenue recognition policies and ~~performed~~their ~~detail~~processes ~~testing~~to ~~including~~determine the ~~following~~revenue ~~for~~to ~~each~~be ~~selection:~~recognized from TMG sales pursuant to the underlying agreements and current accounting guidelines.

~~† Obtained~~• ~~evidence~~We ofevaluated awhether ~~contract~~the Company’s conclusion in such documentation was consistent with ~~the~~relevant ~~customer;~~accounting standards.

~~† Compared~~• ~~the~~We ~~amounts~~obtained ~~recognized~~a ~~and~~schedule ~~timing~~ of all revenue ~~recognition~~recognized toby ~~underlying~~TMG ~~source~~and ~~documents~~reconciled ~~such~~the asrecorded ~~invoices,~~revenue ~~form~~to ofthe ~~payments, and~~underlying ~~executed~~accounting ~~contracts and related modifications, if any;~~records.

~~† Evaluated~~• ~~the~~We ~~Company’s~~selected ~~application~~a sample of ~~their~~revenue ~~accounting~~transactions ~~policies~~recorded toby ~~determine~~TMG ~~the~~and ~~timing~~performed ~~and~~detail ~~amount~~testing ~~recognized;~~including ~~and~~the following for each selection:

† ~~For~~Obtained ~~each~~evidence ~~sample tested, we recalculated the Company’s share~~ of ~~revenue~~a ~~based~~contract ~~upon~~with the ~~terms of the agreement and reconciled to the Company’s accounting records.~~ customer;

•† Compared Wethe ~~obtained~~amounts recognized and ~~tested~~timing aof ~~schedule~~revenue ofrecognition ~~net~~to ~~receipts~~underlying ~~retained~~source bydocuments ~~the~~such ~~Company~~as invoices, form of payments, and ~~reflected~~executed ascontracts aand ~~note~~related ~~payable~~modifications, toif ~~TMG.~~any;

•† Evaluated ~~We confirmed~~ the ~~balance~~Company’s application of ~~the~~their ~~note~~accounting policies to ~~TMG~~determine asthe oftiming ~~June~~and ~~30,~~amount ~~2023.~~recognized; and

•† For Weeach ~~read~~sample ~~and~~tested, ~~evaluated~~we ~~management~~recalculated the Company’s ~~disclosure~~share of revenue based upon the ~~nature~~terms of the ~~transaction~~agreement and ~~identification~~reconciled asto the ~~related~~Company’s ~~party~~accounting ~~transaction~~records.

~~/s/~~• ~~Weinberg &~~We obtained and tested a schedule of net receipts retained by the Company, ~~P.A.~~and reflected as a note payable to TMG.

~~Los~~• ~~Angeles, California October~~We 13confirmed the balance of the note to TMG as of June 30, ~~2023~~2024.

~~ID#572~~• We read and evaluated management’s disclosure of the nature of the transaction and identification as related party transaction.

~~We have~~/s/ ~~served~~Weinberg as& ~~the~~ Company’s, ~~auditor since 2008~~P.A.

~~F-2~~Los Angeles, California October 10, 2024

~~VERITEC, INC. AND SUBSIDIARIES~~ID#572

~~CONSOLIDATED~~We ~~BALANCE~~have ~~SHEETS~~served as the Company’s auditor since 2008

	June 30, 2023			June 30, 2022
ASSETS
Current Assets:
Cash	$	61,000		$	66,000
Accounts receivable		7,000			7,000
Prepaid expenses		6,000			6,000
Total Assets	$	74,000		$	79,000
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts payable	$	289,000		$	271,000
Accounts payable, related party		119,000			102,000
Accrued expenses		60,000			59,000
Customer deposits		29,000			25,000
Convertible notes and notes payable ($525,000 and $506,000 in default)		570,000			550,000
Convertible notes and notes payable, related parties ($242,000 and $233,000 in default)		7,322,000			6,353,000
Total Current Liabilities		8,389,000			7,360,000
Deferred revenues		200,000			—
Contingent earnout liability		155,000			155,000
Total Liabilities		8,744,000			7,515,000
Commitments and Contingencies		—			—
Stockholders' Deficiency:
Convertible preferred stock, par value $1.00; authorized 10,000,000 shares, 276,000 shares of Series H authorized, 1,000 shares issued and outstanding		1,000			1,000
Common stock, par value $.01; authorized 150,000,000 shares; 39,988,007 and 39,988,007 shares issued and outstanding, respectively		400,000			400,000
Common stock to be issued, 145,000 shares to be issued		12,000			12,000
Additional paid-in capital		18,143,000			18,143,000
Accumulated deficit		(27,226,000	)		(25,992,000	)
Total Stockholders' Deficiency		(8,670,000	)		(7,436,000	)
Total Liabilities and Stockholders’ Deficiency	$	74,000		$	79,000

F-2

~~See~~VERITEC, ~~accompanying notes~~INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

F-3


	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
Convertible 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		400,000			400,000
Common stock to be issued, 145,000 shares		12,000			12,000
Additional paid in capital		18,143,000			18,143,000
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

~~VERITEC,~~The ~~INC.~~accompanying ~~AND~~notes ~~SUBSIDIARIES~~are ~~CONSOLIDATED~~an ~~STATEMENTS~~integral OFpart ~~OPERATIONS~~of these consolidated financial statements.

	Fiscal Years Ended June 30,
	2023			2022
Revenue:
Mobile banking technology revenue	$	140,000		$	90,000
Other revenue, management fee - related party		216,000			263,000
Total revenue		356,000			353,000
Cost and Expense:
Cost of revenue		211,000			199,000
Selling, general and administrative expenses (including $51,000 and $51,000, respectively, to a related party)		883,000			728,000
Total operating expenses		1,094,000			927,000
Loss from operations		(738,000	)		(574,000	)
Other Income (Expense):
Gain on extinguishment of accounts payable		—			397,000
Gain on forgiveness of SBA PPP loans		—			118,000
Interest expense (including $475,000 and $426,000, respectively, to related parties)		(496,000	)		(447,000	)
Total other income (expense), net		(496,000	)		68,000
Net Loss	$	(1,234,000	)	$	(506,000	)
Net Loss Per Common Share - Basic and Diluted	$	(0.03	)	$	(0.01	)
Weighted Average Number of Shares Outstanding - Basic and Diluted		39,988,007			39,988,007

F-3

~~See~~VERITEC, ~~accompanying notes~~INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS

F-4


	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		150,000			—
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

~~VERITEC,~~The ~~INC.~~accompanying ~~AND~~notes ~~SUBSIDIARIES~~are ~~CONSOLIDATED~~an ~~STATEMENTS~~integral OFpart ~~STOCKHOLDERS’~~of ~~DEFICIENCY~~these consolidated financial statements.

	Preferred Stock			Common Stock
	Shares		Amount	Shares		Amount		Common Stock to be Issued		Additional Paid-in Capital		Accumulated Deficit			Stockholders’ Deficiency
Balance, June 30, 2021	1,000	$	1,000	39,998,007	$	400,000	$	12,000	$	18,143,000	$	(25,486,000	)	$	(6,930,000	)
Net Loss	—		—	—		—		—		—		(506,000	)		(506,000	)
Balance, June 30, 2022	1,000		1,000	39,988,007		400,000		12,000		18,143,000		(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	$	400,000	$	12,000	$	18,143,000	$	(27,226,000	)	$	(8,670,000	)

F-4

~~See~~VERITEC, ~~accompanying notes~~INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

F-5


	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		$	400,000	$	12,000	$	18,143,000	$	(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		$	400,000	$	12,000	$	18,143,000	$	(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		$	400,000	$	12,000	$	18,143,000	$	(28,284,000	)	$	(9,728,000	)

~~VERITEC,~~The ~~INC.~~accompanying ~~AND~~notes ~~SUBSIDIARIES~~are an integral part of these consolidated financial statements.

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~F-5

	Fiscal Years Ended June 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,234,000	)	$	(506,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest accrued on notes payable		495,000			447,000
Gain on extinguishment of accounts payable		—			(397,000	)
Gain on forgiveness of SBA PPP loan		—			(118,000	)
Changes in operating assets and liabilities:
Accounts receivable		—			1,000
Prepaid expenses		—			(1,000	)
Customer deposits		4,000			(72,000	)
Deferred revenue		200,000			—
Accounts payable		18,000			(23,000	)
Accounts payable, related party		17,000			6,000
Accrued expenses		1,000			(12,000	)
Net cash used in operating activities		(499,000	)		(675,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable-related party		494,000			503,000
Net cash provided by financing activities		494,000			503,000
NET DECREASE IN CASH		(5,000	)		(172,000	)
CASH AT BEGINNING OF PERIOD		66,000			238,000
CASH AT END OF PERIOD	$	61,000		$	66,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	—		$	—

VERITEC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes.


	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	$	—		$	—

~~F-6~~The accompanying notes are an integral part of these consolidated financial statements.

~~VERITEC, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED JUNE 30, 2023 AND 2022~~F-6

~~NOTE~~VERITEC, 1INC. -AND ~~OPERATIONS~~SUBSIDIARIES NOTES ~~AND~~TO ~~SUMMARY~~CONSOLIDATED OFFINANCIAL ~~SIGNIFICANT~~STATEMENTS FOR ~~ACCOUNTING~~THE ~~POLICIES~~FISCAL YEARS ENDED JUNE 30, 2024 AND 2023

~~The~~NOTE ~~Company~~1 – OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Veritec,~~The ~~Inc. (Veritec) was formed in the State of Nevada on September 8, 1982.~~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.

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 86). 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~~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.

~~Principles~~Going ~~of Consolidation~~Concern

The accompanying consolidated financial statements ~~include~~have ~~the~~been ~~accounts~~prepared ofassuming the Company ~~and~~will ~~its~~continue ~~wholly-owned~~as ~~subsidiaries~~a ~~Veritec~~going ~~Financial Systems~~concern, ~~Inc~~which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the year ended June 30, ~~Tangible~~2024, ~~Payment~~the Company ~~Systems~~incurred a net loss of $1,058,000 and ~~Inc.~~used cash in operating activities of $496,000, and ~~Public~~on ~~Bell~~June 30, ~~Inc~~2024, the Company had a stockholders’ deficit of $9,728,000. ~~(collectively~~In addition, as of June 30, 2024, the “Company~~”).~~ ~~Intercompany~~is ~~transactions~~delinquent in payment of $794,000 of its convertible notes and ~~balances~~notes ~~were~~payable. ~~eliminated~~These infactors, ~~consolidation~~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.

~~Use~~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 ~~Estimates~~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.

~~The~~Principles ~~preparation~~ of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Those estimates and assumptions include estimates for reserves of uncollectible accounts, analysis of impairments of long-lived assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and valuation of deferred tax assets. Actual results could differ from those estimates.Consolidation

~~Cash~~The accompanying consolidated financial statements include the accounts of the Company and ~~cash~~its ~~equivalents~~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.

~~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, 2023 and 2022.~~F-7

~~Accounts~~Use ~~Receivable~~of Estimates

The ~~Company~~preparation ~~grants~~of ~~uncollateralized~~condensed ~~credit~~consolidated tofinancial ~~customers~~statements ~~but~~in ~~requires~~conformity ~~deposits~~with onaccounting ~~unique~~principles ~~orders.~~generally ~~Management~~accepted ~~periodically~~in ~~reviews~~the ~~its accounts~~United ~~receivable~~States ~~and~~of ~~provides~~America anrequires ~~allowance~~management ~~for~~to ~~doubtful~~make ~~accounts~~estimates ~~after~~and ~~analyzing~~assumptions ~~the~~that ~~age~~may ofaffect the ~~receivable,~~reported ~~payment~~amounts ~~history~~of assets and ~~prior experience~~liabilities ~~with~~and ~~the~~disclosure ~~customer.~~of ~~The~~contingent ~~estimated~~assets ~~loss~~and ~~that~~liabilities ~~management~~at ~~believes is probable is included in~~ the ~~allowance~~date ~~for~~of ~~doubtful accounts. While~~ the ~~ultimate~~consolidated ~~loss~~financial ~~may~~statements ~~differ,~~and ~~management~~reported ~~believes~~amounts ~~that~~of ~~any~~revenues and ~~additional~~expenses ~~loss~~during ~~will not have a material impact on~~ the ~~Company's~~reporting ~~financial position~~period. ~~Due~~Those toestimates ~~uncertainties~~and inassumptions ~~the~~include ~~settlement~~estimates ~~process,~~for ~~however,~~accruals itfor ispotential atliabilities, ~~least reasonably possible that management's estimate will~~and ~~change~~valuation ~~during~~of ~~the~~deferred ~~near~~tax ~~term~~assets. ~~Based~~Actual onresults ~~management’s~~could ~~assessment,~~differ nofrom ~~allowance~~those ~~for doubtful accounts was considered necessary at June 30, 2023, or 2022~~estimates.

~~F-7~~Cash and cash equivalents

~~Revenue~~Investments ~~Recognition~~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.

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

The Company ~~recognizes~~grants ~~revenue~~uncollateralized incredit ~~accordance~~to ~~with~~customers ~~the~~but ~~Financial~~requires ~~Accounting~~deposits ~~Standards~~on ~~Board’s~~unique ~~(“FASB”) Accounting Standards Update (“ASU”) No~~orders. ~~2014-09,~~Management ~~Revenue~~periodically ~~from~~reviews ~~Contracts~~its ~~with Customers (Topic 606) (“ASC 606”). The underlying principle~~accounts ofreceivable ~~ASC~~and ~~606~~provides isan toallowance ~~recognize~~for ~~revenue~~doubtful toaccounts ~~depict~~after analyzing the ~~transfer~~age of ~~goods or services to customers at~~ the ~~amount~~receivable, ~~expected~~payment tohistory beand ~~collected.~~prior ~~ASC~~experience ~~606~~with ~~creates~~the acustomer. ~~five-step~~The ~~model~~estimated loss that ~~requires~~management ~~entities~~believes tois ~~exercise~~probable ~~judgment~~is ~~when~~included ~~considering~~in the ~~terms~~allowance offor ~~contracts,~~doubtful ~~which~~accounts. ~~includes (1)~~While ~~identifying~~ the ~~contracts~~ultimate orloss ~~agreements~~may ~~with a customer~~differ, ~~(2)~~management ~~identifying~~believes ~~the~~that ~~Company’s~~any ~~performance~~additional ~~obligations~~loss inwill ~~the~~not ~~contract or~~have ~~agreement,~~a ~~(3)~~material ~~determining~~impact on the ~~transaction~~Company's ~~price,~~financial position. ~~(4)~~Due ~~allocating~~to ~~the~~uncertainties ~~transaction~~in ~~price to~~ the ~~separate~~settlement ~~performance~~process, ~~obligations~~however, ~~and (5)~~it ~~recognizing revenue as each performance obligation~~ is ~~satisfied.~~at ~~The~~least ~~Company~~reasonably ~~only~~possible ~~applies~~that ~~the~~management's ~~five-step~~estimate ~~model to contracts when it~~will ischange ~~probable~~during ~~that~~ the ~~Company~~near ~~will~~term. ~~collect~~Based ~~the~~on ~~consideration~~management’s itassessment, no allowance isfor ~~entitled~~doubtful toaccounts inwas ~~exchange~~considered ~~for~~necessary at ~~the~~June ~~services~~30, it2024 ~~transfers~~or ~~to its clients~~2023.

~~Mobile Banking Technology~~ Revenue Recognition

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

~~Other~~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, ~~Management~~which ~~Fee~~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 ~~Related~~model ~~Party~~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.

OnIn ~~September~~evaluating ~~30,~~revenue ~~2015,~~recognition ~~the~~under ~~Company sold all of its assets of its Barcode Technology, which was comprised solely of its intellectual property, to The Matthews Group (~~a ~~related~~license ~~party~~agreement, ~~see~~the ~~Note 8). The~~ Company ~~subsequently~~uses ~~entered into~~ a two-step process ~~management~~for ~~services~~determining ~~agreement~~whether ~~with~~a ~~The Matthews~~promised ~~Group~~good toor ~~manage~~service ~~all~~(including ~~facets of the barcode technology operations through June 30, 2024. The Company earned~~ a ~~fee~~license of ~~35%~~intellectual ofproperty) ~~all~~is ~~revenues billed~~distinct upand, ~~to June 30~~therefore, ~~2023.~~is ~~The~~a ~~Company~~performance ~~recognizes management fee revenue as services are performed.~~ obligation:

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

~~The~~(2) consideration of whether ~~following~~the ~~table~~good ~~shows~~or service is separately identifiable from other promises in the ~~Company’s~~contract ~~disaggregated~~(i.e., ~~net~~whether ~~sales~~the bypromise ~~product~~to ~~type:~~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.

Schedule of disaggregated net sales
	Fiscal years ended June 30,
	2023		2022
Mobile banking technology revenue	$	140,000	$	90,000
Other revenue, management fee - related party		216,000		263,000
Total revenue	$	356,000	$	353,000

Mobile Banking Technology Revenue

The ~~following~~Company, ~~table~~as ~~shows~~a merchant payment processor and a distributor, recognizes revenue from transaction fees charged to cardholders for the ~~Company’s~~use of ~~disaggregated~~its ~~net~~issued ~~sales~~mobile bydebit ~~customer~~cards. ~~type:~~The fees are recognized on a monthly basis after all cardholder transactions have been summarized and reconciled with third party processors.

	Fiscal years ended June 30,
	2023		2022
Medical	$	46,000	$	53,000
Associations		12,000		12,000
Education		12,000		12,000
Banking		50,000		—
Other		20,000		13,000
Other revenue, management fee related party		216,000		263,000
Total revenue	$	356,000	$	353,000

F-8

~~F-8~~Other Revenue, Management Fee – Related Party

~~Mobile~~On ~~banking~~September ~~technology~~30, ~~revenues~~2015, ~~during~~ the ~~year~~Company ~~ended~~sold ~~June~~all ~~30,~~of ~~2023~~its ~~included~~assets ~~the~~of ~~aggregate~~its ~~fees~~Barcode Technology, which was comprised solely of ~~$50~~its intellectual property,~~000~~ to ~~recognized~~The asMatthews ~~revenue~~Group ~~under~~(a ~~the agreements~~related ~~entered~~party, ~~into~~see byNote ~~the~~6). The Company ~~with~~subsequently ~~Nugen~~entered ~~Universe,~~into ~~LLC~~a inmanagement ~~July~~services ~~2022~~agreement ~~and~~with ~~October~~The ~~2022~~Matthews Group ~~(see~~to ~~Note~~manage ~~9).~~all ~~During~~facets of the ~~years~~barcode ~~ended~~technology operations through June 30, ~~2023~~2024. ~~and~~The ~~2022,~~Company ~~all~~earned ofa ~~the~~fee ~~Company’s~~of ~~Mobile~~35% ~~banking~~of ~~technology~~all revenues billed ~~were~~up ~~earned~~to inJune ~~the~~30, ~~United~~2024. ~~States~~The ofCompany ~~America~~recognizes management fee revenue as services are performed.

~~Other~~License revenue, management fee - related party revenue was $216,000 and $263,000 for the years ended June 30, 2023 and 2022, 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.Fees

~~Income~~On ~~Taxes~~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.

~~The~~Disaggregation 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~~Net 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.Sales

~~Loss~~The ~~per~~following ~~Common~~table ~~Share~~shows the Company’s disaggregated net sales by customer type for the year ended June 30, 2024 and 2023:

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 stock outstanding plus the number of additional common stock that would have been outstanding if all dilutive potential common stock had been issued, using the treasury stock method.


	Fiscal Years Ended
	2024		2023

Online gaming	$	150,000	$	—
Medical		102,000		46,000
Banking		12,000		50,000
Associations		12,000		12,000
Education		12,000		12,000
Other		1,000		20,000
Other revenue, management fee-related party		172,000		216,000
Total revenue	$	461,000	$	356,000

~~For~~During the years ended June 30, ~~2023~~2024 and ~~2022~~2023, ~~the~~all ~~calculations~~ of ~~basic~~the ~~and~~Company’s ~~diluted~~Mobile ~~loss~~banking ~~per~~technology ~~share~~revenues ~~are~~were ~~the~~earned ~~same~~in ~~because~~the ~~potential~~United ~~dilutive~~States ~~securities~~of ~~would have an anti-dilutive effect~~America.

AsOther ofrevenue, management fee - related party revenue was $172,000 and $216,000 for the years ended June 30, ~~2023~~2024 and ~~2022~~2023, werespectively, and ~~excluded~~realized ~~the~~from ~~outstanding~~our ~~securities~~management ~~summarized~~services ~~below~~agreement with The Matthews Group, ~~which~~a ~~entitle~~related ~~the~~party, ~~holders~~which ~~thereof~~requires us to ~~acquire~~manage ~~shares~~The Matthews ofGroup’s ~~common~~barcode ~~stock,~~technology ~~from~~operations. ~~our~~The ~~calculation~~Matthews ofGroup’s ~~earnings~~barcode ~~per~~technology ~~share,~~customers asare ~~their~~primarily ~~effect~~manufacturing ~~would~~companies located ~~have~~in ~~been anti-dilutive~~China.

Schedule of calculation of earnings per share
	June 30,
	2023		2022
Series H Preferred Stock		10,000		10,000
Convertible Notes Payable		27,901,581		25,677,568
Options		900,000		900,000
Total		28,811,581		26,587,568

Income Taxes

~~F-9~~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~~F-9

~~The~~Fair ~~Company~~Value ~~determines the fair value~~ of ~~its~~Financial 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:Instruments

•The Company ~~Level~~determines 1the —fair ~~Quoted~~value ~~prices~~of its assets and liabilities based on the exchange price in ~~active~~U.S. ~~markets~~dollars that would be received for an ~~identical~~asset ~~assets~~or paid to transfer a liability (an exit price) in the principal or ~~liabilities~~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 ~~Level~~amounts 3of —financial ~~Unobservable~~instruments ~~inputs~~such ~~that~~as ~~are~~cash, ~~supported~~accounts byreceivable, ~~little~~and oraccounts nopayable ~~market~~and ~~activity~~accrued ~~and~~expenses, ~~that~~approximate ~~are~~the related ~~significant~~fair values due to the ~~fair~~short-term ~~value~~maturities of these instruments. The carrying values of convertible notes and notes payable approximate their fair values due to the ~~assets~~fact orthat ~~liabilities~~the interest rates on these obligations are based on prevailing market interest rates.

~~The~~Net ~~carrying~~Loss ~~amounts~~per ofCommon financial instruments such as cash, accounts receivable, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of convertible 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.Share

~~Concentrations~~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.

~~During~~For the ~~year~~periods ended June 30, 2024 and 2023, the ~~Company~~calculations ~~had~~of ~~three~~basic ~~customers, that represented 61% (a related party), 14%~~ and ~~13%~~diluted ofloss ~~our~~per ~~revenues,~~share ~~respectively. During~~are the ~~year~~same ~~ended~~because ~~June~~potential ~~30, 2022, the Company had two customers, that represented 75% (a related party) and 15% of our revenues, respectively.~~dilutive Nosecurities ~~other~~would ~~customer~~have ~~represented~~an ~~more~~anti-dilutive ~~than 10% of our revenues~~effect.

~~Segments~~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.

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 consolidated financial statements.

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		550,000		900,000
Total		33,075,618		28,811,581

~~Recently Issued Accounting Standards~~Concentrations

InDuring ~~June 2016,~~ the ~~FASB~~year ~~issued~~ended ~~ASU~~June ~~No.~~30, ~~2016-13~~2024, ~~Credit~~the ~~Losses~~Company –had ~~Measurement~~one ofcustomer ~~Credit~~that ~~Losses~~represented 37% ~~on Financial Instruments~~ (~~“ASC~~related ~~326”~~party)~~. The~~ ~~standard~~of ~~significantly~~our ~~changes how entities will measure credit losses for most financial assets~~revenues, ~~including~~one ~~accounts~~customer ~~and notes receivables.~~that ~~The~~represented 33% standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of ~~the~~our ~~beginning~~revenues ~~of the first reporting period in which the guidance is effective. As small business filer, the standard will be effective for us for interim~~ and ~~annual~~one ~~reporting~~customer ~~periods~~that ~~beginning~~represented ~~after~~22% ~~December~~of ~~15,~~our ~~2022~~revenues. ~~The~~No ~~Company is~~other ~~currently~~customer ~~assessing~~represented ~~the~~more ~~impact~~than 10% of ~~adopting~~our ~~this standard on the Company’s financial statements and related disclosures~~revenues.

InDuring ~~August 2020,~~ the ~~FASB~~year ~~issued~~ended ~~ASU~~June ~~No.~~30, ~~2020-06~~2023, ~~(“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).” ASU 2020-06 reduces~~ the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require the Company tohad ~~use~~three ~~the if-converted method. For contracts in an entity’s own equity~~customers, ~~the type of contracts primarily affected by this update are freestanding and embedded features~~ that ~~are accounted~~represented 61% ~~for as derivatives under the current guidance due to~~ (a ~~failure to meet the settlement conditions of the derivative scope exception. This update simplifies the~~ related ~~settlement assessment by removing the requirements to (i~~party) ~~consider whether the contract would be settled in registered shares~~, 14% ~~(ii) consider whether collateral is required to be posted,~~ and 13% ~~(iii) assess shareholder rights. ASU 2020-06 is~~of ~~effective~~our ~~January 1~~revenues, ~~2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method~~respectively. ~~Early~~No ~~adoption~~other iscustomer ~~permitted,~~represented ~~but~~more ~~no earlier~~ than ~~January~~10% ~~1, 2021, including interim periods within that year. The Company is currently assessing the impact~~ of ~~adopting~~our ~~this standard on the Company’s financial statements and related disclosures~~revenues.

~~F-10~~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.

~~In May 2021, the FASB issued ASU 2021~~F-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU 2021-04 provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. An issuer measures the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange. ASU 2021-04 introduces a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 did not have a material impact on the Company’s financial statements or disclosures.10

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.Segments

~~NOTE~~The 2Company 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 ~~GOING~~disclosures ~~CONCERN~~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.

~~The~~Recently ~~accompanying~~Issued ~~Consolidated~~Accounting 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, 2023, the Company recorded a net loss of $1,234,000, used cash in operating activities of $499,000, and at June 30, 2023, the Company had a stockholders’ deficiency of $8,670,000. In addition, as of June 30, 2023, the Company is delinquent in payment of $767,000 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’s financial statements do not include any adjustments that might result from the outcome of this uncertainty be necessary should we be unable to continue as a going concern.Standards

~~The~~In November ~~Company~~2023, ~~believes~~the ~~its~~Financial ~~cash~~Accounting ~~and~~Standards ~~forecasted cash~~Board ~~flow~~(“FASB”) ~~from~~issued ~~operations~~ASU ~~will~~2023-07, Segment ~~not~~Reporting be(Topic ~~sufficient~~280): Improvements to ~~continue~~Reportable ~~operations~~Segment ~~through~~Disclosure, ~~fiscal~~which ~~2024~~is ~~without~~intended ~~continued~~to ~~external~~improve ~~investment.~~reportable ~~Subsequent to~~segment ~~June~~disclosure 30requirements, ~~2023,~~primarily ~~the~~through enhanced ~~Company~~disclosures ~~issued~~about asignificant ~~$22,000~~segment ~~convertible~~expense ~~promissory~~categories ~~note~~that toare ~~Van~~regularly ~~Tran,~~provided to the ~~Company’s~~chief ~~CEO/Executive~~operating ~~Chair~~decision ~~and~~maker aand ~~director,~~included asin ~~additional~~each ~~working~~reported ~~capital~~measure ~~(see~~of ~~Note~~a ~~12).~~segment’s ~~The~~profit ~~Company~~or ~~believes~~loss. itThe ~~will~~update ~~require~~also ~~additional~~requires ~~funds~~all toannual ~~continue~~disclosures ~~its~~about ~~operations~~a reportable ~~through~~segment’s ~~fiscal~~profit ~~2024~~or loss and toassets ~~continue~~ to ~~develop~~be ~~its~~provided ~~existing~~in ~~projects~~interim periods and ~~plans~~for toentities ~~raise~~with ~~such~~a ~~funds~~single byreportable ~~finding~~segment ~~additional investors~~ to provide ~~purchase~~all the ~~Company’s~~disclosures ~~securities,~~required ~~generating~~by ~~sufficient~~ASC ~~sales~~280, Segment ~~revenue~~Reporting, ~~implementing~~including ~~dramatic~~the ~~cost~~significant ~~reductions~~segment orexpense ~~any combination thereof~~disclosures. The ~~There is no assurance that the~~ Company will ~~can~~adopt beASU 2023-07 ~~successful~~beginning ~~in raising such funds~~July 1, ~~generating the necessary sales or reducing major costs~~2024. ~~Further,~~The ~~if the~~ Company isdoes ~~successful~~not inbelieve ~~raising~~the ~~such~~impact ~~funds from sales~~ of ~~equity securities,~~ the ~~terms~~new ofguidance ~~these~~and ~~sales~~related ~~may cause~~codification ~~significant~~improvements ~~dilution~~had toa ~~existing~~material ~~holders~~impact ofto ~~common~~its ~~stock. The consolidated~~ financial ~~statements~~position, doresults ~~not~~of ~~include~~operations ~~any~~and ~~adjustments~~cash ~~that may result from this uncertainty~~flows.

~~F-11~~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 32 – CONTINGENT EARNOUT LIABILITY

On ~~September~~December 3031, 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 ~~Veritec~~the Company receives equity investments aggregating $1,300,000. ~~For~~As ~~the~~of ~~years ended~~ June 30, ~~2023~~ 2024 and ~~2022~~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 43 – CONVERTIBLE NOTES AND NOTES PAYABLE

Convertible notes and notes payable

Convertible notes and notes payable includes principal and accrued interest and consist of the following at June 30, ~~2023~~2024 and ~~June 30, 2022~~2023:

Schedule of convertible and notes payable includes principal and accrued interest
Schedule of convertible notes and notes payable includes principal and accrued interest
	June 30, 2023		June 30, 2022
	June 30, 2024		June 30, 2023
(a) Unsecured convertible notes ($21,000 and $20,000 in default)	$	66,000	$	64,000
(a) Unsecured convertible notes ($21,000 and $21,000 in default)	$	69,000	$	66,000
(b) Notes payable (in default)		~~475~~492,000		~~458~~475,000
(c) Notes payable (in default)		2930,000		2829,000
Total notes-third parties	$	570,000	$	550,000
Total convertible notes and notes payable	$	591,000	$	570,000

At June 30, 2021, convertible notes totaled $62,000. During the year ended June 30, 2022, interest of $2,000 was added to the principal resulting in a balance owed of $64,000 at June 30, 2022. During the year ended June 30, 2023, interest of $2,000 was added to the principal resulting in a balance owed of $66,000 at June 30, 2023. On June 30, 2023, $21,000 of the convertible notes were in default and convertible at a conversion price of $0.30 per share into 69,286 shares of the Company’s common stock. The balance of $45,000 is due on demand and convertible at a conversion price of $0.08 per share into 567,180 shares of the Company’s common stock. F-11

~~(b)~~At ~~The~~June 30, 2023, convertible notes ~~are~~and ~~either~~accrued ~~secured~~interest bytotaled ~~the~~$66,000. ~~Company’s~~During ~~intellectual~~the ~~property~~year orended ~~unsecured~~June ~~and~~30, ~~bear~~2024, interest ~~ranging~~of ~~from~~$3,000 ~~6.5%~~was added to ~~10%~~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 ~~annum~~of $48,000 ~~were~~is due inon ~~2012,~~demand and ~~are~~convertible inat ~~default~~a conversion price of $0.08 per share into 585,440 shares of the Company’s common stock.

~~(c)~~At ~~The~~June ~~notes~~30, ~~are~~2023, ~~unsecured~~the notes and ~~bear~~accrued interest oftotaled 4%$475,000. ~~per~~During ~~annum~~the ~~and~~year ~~were~~ended ~~due~~June on30, ~~March~~2024, interest of $17,000 ~~2020~~was ~~and~~added ~~are~~to principal resulting in ~~default~~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.

At(c) ~~June~~The ~~30, 2021 the~~ notes ~~totaled~~are ~~$27,000.~~unsecured ~~During~~and ~~the~~bear ~~year ended June 30, 2022,~~ interest of ~~$1,000~~4% ~~was~~per ~~added~~annum toand ~~the~~were ~~principal~~due ~~resulting in~~on aMarch ~~balance owed of $28~~17,~~000~~ ~~at June 30~~2020, ~~2022.~~and ~~During~~are ~~the year ended June 30, 2023, interest of $1,000 was added to the principal resulting~~ in ~~a balance owed of $29,000 at June 30, 2023~~default.

~~Convertible~~At June 30, 2023 the notes and ~~notes~~accrued ~~payable-related~~interest ~~parties~~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.

Convertible notes and notes payable-related parties ~~include principal and accrued interest and consist of the following at June 30, 2023 and June 30, 2022:~~

Schedule of convertible and notes payable related parties
	June 30, 2023		June 30, 2022
(a) Convertible notes-The Matthews Group	$	1,970,000	$	1,855,000
(b) Notes payable-The Matthews Group		4,988,000		4,177,000
(c)Convertible notes-other related parties ($242,000 and $233,000 in default)		364,000		321,000
Total notes-related parties	$	7,322,000	$	6,353,000

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

F-12


	June 30, 2024		June 30, 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 86) 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, ~~2021~~2023, convertible notes and accrued interest due to The Matthews Group totaled $1,~~741~~970,000. ~~During~~ ~~the year ended June 30, 2022, $114,000 of interest was added to principal, resulting in a balance payable of $1,855,000 at June 30, 2022.~~ During the year ended June 30, ~~2023~~2024, $~~115~~114,000 of interest was added to principal, resulting in a balance payable at June 30, ~~2023~~2024 of $12,~~970~~084,000. At June 30, ~~2023~~2024, the notes are convertible at a conversion price of $0.08 per share into 2426,~~621~~053,~~824~~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 86) dated September 30, 2015.

At June 30, ~~2021~~2023, notes and accrued interest due to The Matthews Group totaled $34,~~375~~988,000. During the year ended June 30, ~~2022~~2024, $~~503~~441,000 ~~of notes payable~~ ~~were issued and interest~~ of ~~$299,000 was added to principal, resulting in a balance owed of $4,177,000 at June 30, 2022. During the year ended June 30, 2023, $464,000 of~~ notes payable were issued and interest of $~~347~~392,000 was added to principal, resulting in a balance owed of $45,~~988~~821,000 at June 30, ~~2023~~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. F-12

At(c) ~~June~~The ~~30, 2021, convertible~~ notes are due to ~~other related parties totaled $308,000. During the year ended June 30, 2022, interest of $13,000 was added to principal resulting in~~ a ~~balance~~current ~~owed of $321,000 at June 30, 2022. During the year ended June 30, 2023, $30,000 of notes payable were issued~~ and ~~interest of $13,000 was added to principal, resulting in~~ a ~~balance~~former ~~owed of $364~~director,~~000~~ ~~at June 30, 2023. At June 30, 2023, $242,000 of the notes were due in 2010 and~~ are ~~in default~~unsecured, ~~and $122,000 is due on demand. At June 30, 2023, $242,000 of the notes are~~ convertible ~~at a conversion price of $0.30 per share~~ into ~~807,081 shares of the Company’s~~ common stock, ~~$92,000 of the notes are convertible~~ at aper ~~conversion~~share ~~price~~amounts ofranging from $0.0904 ~~per~~to ~~share into 1,076,347 shares of the Company’s common stock, and~~ $0.30,~~000 of~~ ~~the~~and ~~notes~~bear ~~are~~interest ~~convertible~~ at arates ~~conversion~~ranging ~~price~~from of8% ~~$0.04~~to 10% per ~~share into 759,863 shares of the Company’s common stock~~ annum.

~~NOTE~~At 5June -30, ~~STOCKHOLDERS~~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 ~~DEFICIENCY~~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.

~~Preferred~~NOTE ~~Stock~~4 - STOCKHOLDERS’ DEFICIT

~~The~~Preferred 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.Stock

InThe ~~1999,~~articles aof ~~new~~incorporation ~~Series~~of HVeritec ~~convertible~~authorize 10,000,000 shares of preferred stock ~~was~~with ~~authorized.~~a ~~Each~~par ~~share~~value of ~~Series~~$1.00 per Hshare. The ~~convertible~~Board ~~preferred~~of ~~stock~~Directors is ~~convertible~~authorized ~~into 10~~to ~~shares~~determine any number of ~~the~~series ~~Company’s~~into ~~common~~which ~~stock~~shares atof ~~the~~preferred ~~option~~stock ofmay ~~the~~be ~~holder.~~divided Asand ofto ~~June~~determine the 30rights, ~~2023~~preferences, privileges, and ~~2022,~~restrictions ~~there~~granted ~~were~~to ~~1,000~~any ~~shares~~series of ~~Series H~~the ~~convertible~~ preferred stock ~~issued and outstanding~~.

~~Common~~In ~~Stock~~1999, toa benew ~~Issued~~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.

AtCommon ~~June~~Stock ~~30, 2023 and 2022, 145,000 shares of common stock~~ to be ~~issued 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.~~Issued

~~F-13~~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.

~~NOTE~~Common 6Stock ~~– STOCK OPTIONS~~Returned

ADuring ~~summary~~the ofyear ~~stock~~ended ~~options as of~~ June 30, ~~2023~~2024, ~~and~~a ~~for~~shareholder ~~the~~returned ~~two~~50,000 ~~years~~shares ~~then~~of ~~ended~~common ~~is as follows:~~stock.

Schedule of stock options
	Number of Shares			Weighted - Average Exercise Price
Outstanding at June 30, 2021		3,400,000		$	0.08
Granted		—			—
Forfeited		(2,500,000	)	$	(0.08	)
Outstanding at June 30, 2022		900,000		$	0.03
Granted		—			—
Forfeited				$	—
Outstanding at June 30, 2023		900,000		$	0.03
Exercisable at June 30, 2023		900,000		$	0.03

Stock Options

AsA summary of ~~June~~stock ~~30, 2023, the Company had no outstanding unvested~~ options ~~with~~as ~~future~~of ~~compensation costs. The outstanding and exercisable stock options had no intrinsic value on~~ June 30, ~~2023,~~2024 ~~and~~is ~~June~~as ~~30, 2022, respectively.~~follows:

Additional information regarding options outstanding as of June 30, 2023, 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		550,000			0.03
Exercisable at June 30, 2024		550,000		$	0.03

Schedule of additional information regarding options outstanding
Options Outstanding and Exercisable at June 30, 2023
Range of Exercise Price		Number of Shares Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
$	0.03		900,000		2.48	$	0.03

F-13

~~NOTE~~As 7of -June ~~INCOME~~30, ~~TAXES~~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.

~~For~~Additional ~~the~~information ~~year~~regarding ~~ended~~options ~~June~~outstanding ~~30, 2023, net loss was $1,234,000,~~ as ~~compared to a net loss~~ of ~~$506,000 for the year ended~~ June 30, ~~2022. For the years ended June 30~~2024, ~~2023~~is ~~and~~as ~~2022, no provision for income taxes was recorded.~~ follows:

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


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		550,000		0.50	$	0.03

Schedule of reconciliation between the federal and actual tax rate
	Year Ended June 30,
	2023			2022
Federal statutory tax rate		21	%		21	%
State tax, net of federal benefit		6	%		6	%
Total tax rate		27	%		27	%
Allowance		(27	)%		(27	)%
Effective tax rate		—	%		—	%

NOTE 5 - INCOME TAXES

~~The~~For ~~following~~the isyear ended June 30, 2024, the net loss was $1,058,000, as compared to a ~~summary~~net loss of $1,234,000 for the ~~deferred~~year ~~tax~~ended ~~assets:~~June 30, 2023. For the years ended June 30, 2024 and 2023, no provision for income taxes was recorded.

Schedule of deferred tax assets
	Year Ended June 30,
	2023			2022
Net operating loss carryforwards	$	4,315,000		$	3,982,000
Deferred tax assets before valuation allowance		4,315,000			3,982,000
Valuation allowance		(4,315,000	)		(3,982,000	)
Net deferred tax asset	$	—		$	—

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

F-14


	Fiscal Years Ended
	2024			2023

Federal statutory tax rate		21	%		21	%
State tax, net of federal benefit		6	%		6	%
Total tax rate		27	%		27	%
Allowance		(27	)%		(27	)%
Effective tax rate		—	%		—	%

The ~~Company~~following ~~has~~is ~~provided~~ a ~~valuation~~summary ~~allowance~~of on the deferred tax assets at June 30, 2023 and 2022 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, 2023, was an increase of $333,000.:

Veritec has net operating loss carryforwards of approximately $15,983,000 as of June 30, 2023 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.

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 ~~follows~~has ~~FASB~~provided ~~guidelines~~a ~~that~~valuation ~~address~~allowance on the ~~determination~~deferred ~~of whether~~ tax ~~benefits~~assets ~~claimed~~at orJune ~~expected~~30, to2024 beand ~~claimed~~2023 onto areduce ~~tax~~such ~~return should~~asset beto ~~recorded in the financial statements. Under this guidance~~zero, wesince ~~may recognize the tax benefit from an uncertain tax position~~there ~~only if it~~ is ~~more~~no ~~likely~~assurance ~~than not~~ that the ~~tax~~Company ~~position~~ will begenerate ~~sustained~~future ontaxable ~~examination~~income byto ~~the~~utilize ~~taxing~~such ~~authorities, based on the technical merits of the position~~asset. ~~The~~Management ~~tax~~will ~~benefits~~review ~~recognized~~this invaluation ~~the financial statements from such a position should be measured based on the~~allowance ~~largest~~requirement ~~benefit~~periodically ~~that~~and ~~has~~make aadjustments ~~greater~~as ~~than fifty percent likelihood of being realized upon ultimate settlement~~warranted. ~~This~~The ~~guidance~~net ~~also~~change ~~provides guidance on derecognition, classification, interest, and penalties on income taxes, accounting~~ in ~~interim~~the ~~periods~~valuation ~~and~~allowance ~~requires~~for ~~increased disclosures.~~the Asyear ofended June 30, ~~2023 and 2022~~2024, was ~~the~~an ~~Company~~increase ~~did~~of ~~not have a liability for unrecognized tax benefits~~$275, ~~and no adjustment was required at adoption~~000.

~~The~~Veritec ~~Company’s~~has ~~policy~~net isoperating toloss ~~record~~carryforwards ~~interest~~of ~~and~~approximately ~~penalties~~$17,000,000 as onof ~~uncertain~~June ~~tax~~30, ~~provisions~~2024 asfor federal purposes available to offset future taxable income ~~tax~~that ~~expense~~expires in varying amounts through 2044. AsThe ofability ~~June~~to ~~30,~~utilize ~~2023~~the ~~and~~net operating loss carryforwards could be limited ~~2022,~~by Section 382 of the ~~Company~~Internal ~~has~~Revenue noCode ~~accrued~~which ~~interest~~limits ortheir ~~penalties~~use ~~related~~if there is a change in control (generally a greater than 50% change in ownership). The Company is subject to ~~uncertain~~examination by tax ~~positions~~authorities for all years for which a loss carryforward is utilized in subsequent periods.

~~NOTE 8 – RELATED PARTY TRANSACTIONS~~F-14

The ~~Matthews~~Company ~~Group~~follows isFASB ~~owned~~guidelines ~~50%~~that byaddress Msthe determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. ~~Tran~~Under this guidance, we may recognize the ~~Company’s~~tax ~~CEO/Executive~~benefit ~~Chair~~from ~~and~~an auncertain ~~director,~~tax ~~and~~position only ~~50%~~if it is more likely than not that the tax position will be sustained on examination by ~~Larry~~the ~~Johanns~~taxing authorities, abased ~~significant~~on the technical ~~stockholder~~merits of the ~~Company~~position. The ~~Company~~tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has ~~relied~~a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on ~~The~~derecognition, ~~Matthews~~classification, ~~Group~~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 ~~funding~~unrecognized ~~(see~~tax ~~Note~~benefits, 4)and no adjustment was required at adoption.

~~Management~~The ~~Services~~Company’s ~~Agreement~~policy is to record interest and ~~Related~~penalties ~~Notes~~on ~~Payable~~uncertain ~~with~~tax ~~Related~~provisions ~~Party~~as income tax expense. As of June 30, 2024 and 2023, the Company has no accrued interest or penalties related to uncertain tax positions.

~~The~~NOTE ~~Company’s~~6 ~~Barcode~~– ~~Technology~~RELATED ~~was~~PARTY 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. TRANSACTIONS

InThe ~~consideration~~Matthews ofGroup ~~the~~is ~~services~~owned ~~provided~~50% by ~~the~~Ms. ~~Company to The Matthews Group~~Tran, the Company’s ~~earned~~CEO/Executive Chair and a ~~fee~~director, ofand 3550% ofby ~~all~~Larry ~~revenues~~Johanns, upa ~~to June~~significant ~~30,~~stockholder ~~2024,~~of ~~from~~ the ~~barcode technology operations~~Company. ~~During~~The ~~the years ended June 30, 2023 and 2022, the~~ Company ~~recorded~~has ~~management~~relied ~~fee revenue~~on ~~related~~The toMatthews ~~this~~Group ~~agreement~~for offunding ~~$216,000~~(see ~~and~~Note ~~$263,000, respectively~~3).

~~Additionally,~~Management ~~pursuant~~Services toAgreement ~~the management services agreement, all cash flow (all revenues collected less direct costs paid) of the barcode technology operations is retained by the Company~~ and ~~reflected~~Related asNotes ~~proceeds~~Payable ~~from~~with ~~unsecured~~Related notes payable due The Matthews Group. During the years ended June 30, 2023 and 2022, cash flow loans of $464,000 and $503,000, respectively, were made to the Company at 10% interest per annum and due on demand. At June 30, 2023, cash flow loans of $4,988,000 are due to The Matthews Group (see Note 4).Party

~~Advances~~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 ~~Related~~the ~~Parties~~barcode operations and has the right to the residual benefits of the barcode operations.

~~From~~Advances ~~time~~from toRelated time, Ms. Tran, the Company’s CEO/Executive Chair, provides advances to finance the Company’s working capital requirements. As of June 30, 2023 and 2022, total advances to Ms. Tran amounted to $119,000 and $102,000, 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.Parties

FFrom 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-15interest 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, ~~2023~~2024 and ~~2022~~2023, lease payments to Ms. Tran totaled $51,000.

NOTE 97 – AGREEMENTS WITH NUGEN

On July 4, 2022, the Company entered a Memorandum of Understanding (the “MOU”) for the purpose of forming a strategic ~~partnership~~ 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 ~~year~~period ended ~~June~~December 3031, ~~2023~~2022, the Company completed its performance obligations, and recorded the $50,000 payment as Mobile banking technology revenue during the ~~year~~period ~~ended~~then ~~June 30, 2023~~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, ~~2023~~ 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 CloseF-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, 2023, no royalty related revenues have been realized under the License Agreement.15

~~NOTE~~On October 10, –2022, ~~LEGAL~~the ~~PROCEEDINGS~~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.

OnNOTE ~~September~~8 ~~21,~~– ~~2016,~~LICENSE ~~the~~AGREEMENT ~~Company~~WITH 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, 2023, the 500,000 shares have not been relinquished. When the Company receives the shares, it will record a cancellation of shares.ENCORE

~~NOTE~~On 11May –1, ~~COMMITMENTS~~2024, ~~AND~~the ~~CONTINGENCIES~~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.

OnAs ~~March~~of ~~26,~~June ~~2022~~30, ~~as amended on May 10~~2024, ~~2022,~~ the Company ~~and~~had Esreceived ~~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 $10150,000 aspayment ~~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~~customer. As ofNo ~~June 30,~~other ~~2023,~~payments ~~no revenues~~ have been ~~realized~~received ~~under~~by the ~~Management Agreement~~Company.

~~F-16~~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.

OnNOTE ~~November~~9 1,– ~~2021,~~LEGAL 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, 2023, the Marketer had not met any of its revenue targets and no commissions or equity compensation was due.PROCEEDINGS

On ~~December 5~~September 21, ~~2008~~2016, the Company ~~adopted~~entered aninto ~~incentive~~a ~~compensation~~settlement ~~bonus~~agreement ~~plan~~with toan ~~provide~~individual ~~payments~~who towas ~~key~~a ~~employees~~former inofficer of the ~~aggregated~~Company. The ~~amount~~individual ofin ~~10%~~prior years was also issued 500,000 shares of ~~pre-tax~~common ~~earnings~~stock infor ~~excess~~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 $3365,000 and return 500,000 shares ~~after~~of ~~the~~common ~~end~~stock ofpreviously issued ~~each~~to ~~fiscal~~him. In ~~year~~turn, the Company agreed to berelease ~~distributed~~and ~~annually~~discharge the individual against all claims arising on or prior to ~~employees.~~the date of the settlement agreement. As of June 30, ~~2023~~2024, the ~~Company~~500,000 ~~had~~shares have not ~~achieved~~been ~~annual~~relinquished. ~~pre-tax~~When ~~earnings~~the inCompany ~~excess~~receives the shares, it will record a cancellation of ~~$3,000,000~~shares.

OnNOTE ~~December~~10 5,– ~~2008,~~COMMITMENTS ~~the~~AND 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 years ended June 30, 2023 and 2022, salaries paid to Van Thuy Tran under this agreement totaled $150,000 and $150,000.CONTINGENCIES

~~NOTE~~On 12March –26, ~~SUBSEQUENT~~2022, ~~EVENTS~~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 July 23, 2023, the Company issued a $22,000 convertible promissory note to Van Thuy Tran, its Chief Executive Officer. The convertible note is due upon demand, is unsecured, convertible into common stock at a per share amount of $0.04, and bears interest at a rate of 10% per annum.F-16

~~F-17~~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.

~~ITEM~~On 9December 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 ~~CHANGES~~of INJune ~~AND~~30, ~~DISAGREEMENTS~~2024, ~~WITH~~the ~~ACCOUNTANTS~~Company ONhad not ~~ACCOUNTING~~achieved ~~AND~~annual ~~FINANCIAL~~pre-tax ~~DISCLOSURE~~earnings in excess of $3,000,000.

~~None~~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 9A. CONTROLS AND PROCEDURES~~F-17

~~Evaluation~~ITEM 9. CHANGES ofIN ~~disclosure~~AND ~~controls~~DISAGREEMENTS ~~and~~WITH ~~procedures~~ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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.None

~~As used~~ITEM 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 forms9A. ~~Disclosure controls~~CONTROLS ~~and~~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.PROCEDURES

~~Management’s~~Evaluation ~~Report~~of ondisclosure ~~Internal~~controls ~~Control~~and ~~over Financial Reporting~~procedures

~~Management~~Based isupon ~~responsible~~an ~~for~~evaluation ~~establishing~~of ~~and~~the ~~maintaining~~effectiveness ~~adequate~~of ~~internal~~our ~~control~~disclosure ~~over~~controls ~~financial~~and ~~reporting,~~procedures asperformed ~~such~~by ~~term~~our isChief ~~defined~~Executive inOfficer ~~Exchange Act~~as ~~Rule~~of ~~13a-15(f)~~the end ~~under~~of the ~~Securities~~period ~~Exchange~~covered ~~Act~~by ofthis ~~1934.~~report, ~~Our~~our Chief Executive Officer~~/Chief~~ ~~Accounting~~concluded ~~Officer~~that ~~conducted an evaluation of the effectiveness of~~ our ~~control~~disclosure ~~over~~controls ~~financial~~and ~~reporting~~procedures ~~based~~have ~~on the framework in Internal Control-Integrated Framework issued by~~not ~~the~~been ~~Committee~~effective ofas ~~Sponsoring~~a ~~Organizations~~result of ~~the~~a ~~Treadway~~weakness ~~Commission~~in ~~(“COSO”). Based on management’s evaluation under~~ the ~~framework,~~design ~~management~~of ~~has concluded that our~~ internal control over financial reporting ~~was~~identified ~~not effective as of June 30, 2023~~below.

WeAs ~~identified~~used ~~material~~herein, ~~weaknesses~~“disclosure incontrols ~~our~~and ~~internal~~procedures” ~~control~~mean ~~over~~controls ~~financial reporting primarily attributable to (i) lack of segregation of incompatible duties;~~ and ~~(ii)~~other ~~insufficient~~procedures ~~Board~~ of ~~Directors~~our ~~representation.~~company ~~These~~that ~~weaknesses~~ are ~~due~~designed to ensure ~~our~~that ~~inadequate~~information ~~staffing~~required ~~during the~~to ~~period~~be ~~covered~~disclosed by ~~this~~us ~~report~~in ~~and~~the ~~our~~reports ~~lack~~that ofwe ~~working~~file ~~capital~~or tosubmit ~~hire~~under ~~additional~~the ~~staff.~~Securities ~~Management~~Exchange ~~has~~Act ~~retained~~is ~~an outside~~recorded, ~~independent~~ ~~financial~~processed, ~~consultant~~summarized ~~to record~~ and ~~review all financial data~~reported, aswithin ~~well~~the astime ~~prepare~~periods ~~our~~specified ~~financial reports,~~ in ~~order~~the toCommission’s ~~mitigate~~rules ~~this~~and ~~weakness~~forms. ~~Although~~ ~~management~~Disclosure ~~will~~controls and ~~periodically~~procedures ~~re-evaluate~~include, ~~this~~without ~~situation~~limitation, atcontrols ~~this~~and ~~point~~procedures itdesigned ~~considers~~to ensure that ~~the~~information ~~risk~~required ~~associated~~to ~~with~~be ~~such~~disclosed ~~lack~~by us ofin ~~segregation~~the ofreports ~~duties~~that ~~and~~we ~~the~~file ~~potential~~or ~~benefits~~submit ofunder ~~adding~~the ~~employees~~Securities toExchange ~~segregate~~Act ~~such~~is ~~duties~~accumulated ~~are~~and ~~not~~communicated ~~cost-justified.~~to Weour ~~intend~~management, toincluding ~~hire~~our ~~additional~~principal ~~accounting~~executive ~~personnel~~and toprincipal ~~assist~~financial ~~with~~officers, ~~financial~~or ~~reporting~~persons asperforming ~~soon~~similar functions, as ~~our~~appropriate ~~finances~~to ~~will~~ allow timely decisions regarding required disclosure.

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.14

~~Changes~~Management’s inReport on Internal Control over Financial Reporting

NoManagement ~~changes~~is inresponsible ~~our~~for establishing and maintaining adequate internal control over financial reporting, ~~occurred~~as ~~during~~such term is defined in Exchange Act Rule 13a-15(f) under the ~~year~~Securities ~~ended~~Exchange ~~June~~Act ~~30,~~of ~~2023,~~1934. ~~that~~Our ~~have~~Chief ~~materially~~Executive ~~affected,~~Officer/Chief Accounting Officer conducted an evaluation orof ~~are~~the ~~reasonably~~effectiveness ~~likely~~of toour ~~materially~~control ~~affect~~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.

~~Item~~The 9BCompany did not maintain an effective control environment, which is the foundation necessary for effective internal control over financial reporting. ~~OTHER~~Specifically, ~~INFORMATION~~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.

~~None~~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.

32Changes in Internal Control over Financial Reporting

~~PART~~No ~~III~~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 10~~Item 9B. ~~DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE~~OTHER ~~ACT~~INFORMATION

~~As of~~During ~~June~~the ~~30,~~Company’s ~~2023~~fourth quarter, ~~the~~no ~~members~~director ofor ~~the~~officer adopted or terminated a Rule ~~present~~10b5-1 ~~Board~~trading ofarrangement ~~Directors~~or ~~and~~a ~~Officers~~non-Rule ~~are:~~10b5-1 trading arrangement.

Name	Office	Age
Van Thuy Tran	Chief Executive Officer, Chairman of the Board, Treasurer	77
Laird Powers	Director	74

~~Each~~PART 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.III

~~Ms.~~ITEM ~~Van Thuy Tran is the Chief Executive Officer and Chairman of the Board~~10. ~~Ms. Tran controls a majority interest in the Company. She was President of Asia Consulting and Trading Company from 1979 to 1999~~DIRECTORS, aEXECUTIVE ~~company dealing with trade in the Pacific Rim countries. She is the co-founder of Circle of Love~~OFFICERS, ~~providing mission work in Vietnam since 1993. She is the founder of Caring for Others~~PROMOTERS, aCONTROL ~~non-profit organization~~PERSONS ~~with~~AND ~~the~~CORPORATE ~~vision~~GOVERNANCE; ofCOMPLIANCE ~~sharing~~WITH ~~what~~SECTION we16(A) ~~have~~OF ~~with~~THE ~~others. She was the founder of Equal Partners, Inc., a construction and building~~EXCHANGE ~~company in Minnesota. Ms. Van Tran has a medical degree and worked in the medical field for over 17 years.~~ACT

~~Laird~~As ~~E. Powers is a member~~ of ~~the~~June ~~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~~30, ~~for the past 32 years~~2024, ~~he is~~ the ~~president~~members ~~and owner~~ of athe ~~construction~~present ~~company~~Board ~~in Northern California. He holds a Bachelor~~ of ~~Science~~Directors ~~degree~~and inOfficers ~~Psychology with a Mathematics minor from California State University - Hayward.~~are:

Section 16(a) Beneficial Ownership Reporting Compliance

Name	Office	Age
Van Thuy Tran	Chief Executive Officer, Chairman of the Board, Treasurer	78
Laird Powers	Director	75

~~Section16(a)~~Each ofdirector ~~the~~will ~~Securities~~serve ~~Exchange~~until ~~Act of 1934 (~~the ~~“34~~next ~~Act”)~~annual ~~requires~~meeting ~~our officers and directors and persons owning more than ten percent~~ of ~~the Common Stock~~shareholders, toor ~~file~~until ~~initial~~their ~~reports~~respective ofsuccessors ~~ownership~~have ~~and~~been ~~changes~~elected ~~in ownership with the Securities~~ and ~~Exchange~~duly ~~Commission (“SEC”)~~qualified. ~~Additionally, Item 405 of Regulation S-K under the 34 Act requires us to identify in our Form 10-K and~~ ~~proxy~~Directors ~~statement~~serve ~~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~~terms. ToThe ~~the~~Board ~~best~~ of ~~our~~Directors ~~knowledge,~~appoints ~~all required reports were filed~~officers.

~~Committee~~Ms. Van Thuy Tran is the Chief Executive Officer and Chairman of the Board. ~~Meetings~~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.

NoLaird ~~meetings~~E. Powers is a member of ~~our~~the Board ofand ~~Directors~~is ~~was~~a ~~held~~private investor in ~~fiscal~~emerging ~~2023~~technology companies. ~~The~~He ~~Audit~~has ~~Committee~~been isinvolved ~~currently~~with ~~comprised~~the ofCompany since ~~one~~its ~~independent~~early ~~director~~stages ~~who does~~in ~~qualify~~1986. asIn anaddition, ~~“audit~~for ~~committee~~the ~~financial~~past ~~expert~~32 years,” ashe ~~defined~~is by the ~~rules~~president and owner of ~~the~~a ~~Securities~~construction ~~and~~company ~~Exchange~~in ~~Commission~~Northern ~~and~~California. ~~the~~He ~~NASDAQ~~holds ~~Capital~~a ~~Market~~Bachelor of Science degree in Psychology with a Mathematics minor from California State University - Hayward.

~~Director~~Section ~~Independence~~16(a) Beneficial Ownership Reporting Compliance

~~Each~~Section16(a) of ~~our~~the ~~current~~Securities ~~board~~Exchange Act of 1934 (the “34 Act”) requires our officers and directors isand ~~independent~~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 ~~revised~~34 ~~listing~~Act ~~standards~~requires us to identify in our Form 10-K and proxy statement those individuals for whom one of ~~The~~the ~~NASDAQ~~above ~~Stock~~referenced ~~Market~~reports was not filed on a timely basis during the most recent year or prior years. To the best of our knowledge, ~~Inc~~all required reports were filed.

~~Code~~Committee ofand ~~Ethics~~Board Meetings

WeNo ~~have~~meetings ~~adopted~~of aour ~~code~~Board of ~~ethics,~~Directors ~~which~~was isheld ~~available~~in onfiscal ~~our website at https://www~~2024.~~veritecinc.com/management-team.~~ ~~Our~~The ~~code~~Audit ofCommittee ~~ethics~~is ~~applies to~~currently ~~all~~comprised of ~~our~~one ~~employees,~~independent ~~including~~director ~~our~~who does ~~officers~~qualify ~~and~~as ~~directors.~~an If“audit ~~our~~committee ~~Board~~financial ~~grants any waivers of~~expert,” oras ~~amendments~~defined ~~to,~~by the ~~code~~rules of ~~ethics to~~the ~~any~~Securities ofand ~~our~~Exchange ~~executive~~Commission and ~~officers~~the orNASDAQ ~~directors,~~Capital ~~we will disclose these matters through our website~~Market.

33Director Independence

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

NoCode ~~family relationship has ever existed between any director, executive officer~~ of ~~the Company, and any person contemplated to become such.~~Ethics

~~Involvement~~We inhave ~~Certain~~adopted ~~Legal~~a ~~Proceedings~~code of ethics, which is available on our website at https://www.veritecinc.com/management-team. 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.

~~Our directors, executive officers, and control persons have not been involved in any of the following events during the past five years:~~16

~~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;~~Family Relationships

2.No family ~~any~~relationship ~~conviction~~has inever aexisted ~~criminal~~between ~~proceeding~~any ordirector, ~~being~~executive ~~subject~~officer toof athe ~~pending~~Company, ~~criminal~~and ~~proceeding~~any ~~(excluding~~person ~~traffic~~contemplated ~~violations~~to ~~and~~become ~~other minor offenses);~~such.

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 Involvement in ~~any~~Certain ~~type~~Legal ~~of business, securities or banking activities; or~~Proceedings

4.Our directors, ~~being~~executive ~~found by a court of competent jurisdiction (in a civil action)~~officers, ~~the Securities~~ and ~~Exchange~~control ~~Commission~~persons ~~or the Commodity Futures Trading Commission to~~ have ~~violated~~not abeen ~~federal~~involved orin ~~state~~any ~~securities~~of orthe ~~commodities~~following ~~law,~~events ~~and~~during the ~~judgment~~past ~~has~~five ~~not been reversed, suspended, or vacated.~~years:

~~Corporate Governance~~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;

~~We are~~2. ~~committed~~any toconviction ~~having~~in ~~sound~~a ~~corporate~~criminal ~~governance~~proceeding ~~principles.~~or Webeing ~~believe~~subject ~~that~~to ~~such~~a ~~principles~~pending ~~are~~criminal ~~essential~~proceeding to(excluding ~~running~~traffic ~~our~~violations ~~business efficiently~~ and toother ~~maintaining~~minor ~~our integrity in the marketplace.~~offenses);

~~There have~~3. ~~been~~being nosubject ~~changes~~ to ~~the~~any ~~procedures~~order, byjudgment, ~~which~~or ~~stockholders~~decree, ~~may~~not ~~recommend~~subsequently ~~nominees~~reversed, tosuspended ~~our~~or ~~Board~~vacated, of ~~Directors.~~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

~~Director Qualifications~~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.

WeCorporate 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.Governance

~~ITEM~~We 11are committed to having sound corporate governance principles. ~~EXECUTIVE~~We ~~COMPENSATION~~believe that such principles are essential to running our business efficiently and to maintaining our integrity in the marketplace.

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

~~The~~Director following table summarizes all compensation for fiscal years 2023 and 2022 who was the only individual that served as a principal executive officer, and who was the only “Named Executive Officer” of the Company.Qualifications

Name	Year		Salaries ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Van Thuy Tran Chief Executive Officer		2023	$	150,000		—		—		—		—	$	150,000
Van Thuy Tran Chief Executive Officer		2022	$	150,000		—		—		—		—	$	150,000

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.

3417

~~Employment~~ITEM ~~Agreements~~11. EXECUTIVE COMPENSATION

OnSummary ~~December~~Compensation 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.Table

~~Director~~The ~~Compensation~~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.

The following table summarizes the compensation paid to our directors for the year ended June 30, 2023:

Name	Year		Salaries ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Van Thuy Tran Chief Executive Officer		2024	$	150,000		—		—		—		—	$	150,000
Van Thuy Tran Chief Executive Officer		2023	$	150,000		—		—		—		—	$	150,000

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)	2023	—	—	—	—	—	—
Laird Powers, Director (1)	2023	—	—	—	—	—	—

Employment Agreements

~~(1)~~On December ~~Directors~~5, ~~who~~2008, ~~are~~the ~~employed~~Company byentered ~~the~~into ~~Company~~an doemployment ~~not~~agreement ~~receive~~with ~~separate~~Van ~~compensation~~Thuy Tran providing for ~~services~~an onannual ~~the~~base ~~Board~~salary of ~~Directors~~$150,000 and customary medical and other benefits. ~~Members~~The ofagreement ~~the~~may ~~Board~~be ofterminated ~~Directors~~by ~~who~~either ~~are~~party ~~not~~upon ~~employees~~30 ofdays’ notice. In the event the Company ~~currently~~terminates ~~receive~~the noagreement ~~fees~~without cause, Ms. InTran ~~addition~~will be entitled to $1,000,000 ~~members~~payable ofupon ~~the~~termination ~~Board~~and ofentitled ~~Directors~~to ~~are~~severance equal ~~reimbursed~~to ~~for~~12 months compensation and benefits. The Company has also agreed to indemnify Ms. Tran against any ~~expenses~~liability ~~incurred~~or indamages ~~attending~~incurred within the ~~meetings~~scope of her employment.

~~Outstanding~~Director ~~Equity Awards at Fiscal Year End~~Compensation

~~None~~The offollowing ~~our~~table ~~named~~summarizes ~~executive~~the ~~officers has outstanding equity awards received as~~ compensation, ~~including~~paid ~~unexercised~~to ~~options,~~our ~~stock~~directors ~~that~~for ~~has not~~the ~~vested,~~year orended ~~equity~~June ~~incentive plan awards~~30, ~~as of the end of the Company's last completed fiscal year.~~2024:

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

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	—	—	—	—	—	—

~~The following~~(1) ~~table~~Directors ~~sets~~who ~~forth~~are ~~certain~~employed ~~information~~by ~~as of June 30, 2023 with respect to~~ the ~~holdings~~Company ~~of:~~do ~~(1)~~not ~~each~~receive ~~person~~separate ~~known~~compensation tofor usservices toon be the ~~beneficial~~Board ~~owner~~ of ~~more~~Directors. ~~than~~Members 5% of ~~our~~the ~~Common~~Board ~~Stock; (2) each~~ of ~~our~~Directors ~~directors,~~who ~~nominees~~are ~~for~~not ~~director~~employees ~~and~~of ~~named~~the ~~executive~~Company ~~officers; and~~currently ~~(3)~~receive ~~all~~no ~~directors~~fees. ~~and~~In ~~executive~~addition, ~~officers~~members asof ~~a group. To~~ the ~~best~~Board of ~~our~~Directors ~~knowledge,~~are ~~each~~reimbursed offor ~~the~~any ~~persons~~expenses ~~named~~incurred in ~~the~~attending ~~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~~meetings.

~~Except~~Outstanding asEquity ~~otherwise~~Awards ~~indicated~~at ~~below,~~Fiscal ~~the~~Year 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.End

Name	Number of Shares Beneficially Owned		Percent of Shares
Laird Powers		252,984		0.6	%
Van Thuy Tran		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	%

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.

~~(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.~~18

35ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

~~ITEM~~The 13following 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. ~~CERTAIN~~To ~~RELATIONSHIPS~~the ~~AND~~best ~~RELATED~~of ~~TRANSACTIONS~~our knowledge, ~~AND~~each ~~DIRECTOR~~of ~~INDEPENDENCE~~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 ~~The~~as ~~Company's~~otherwise ~~transactions~~indicated ~~with~~below, ~~its~~the ~~officers,~~persons ~~directors,~~named ~~and~~in ~~affiliates~~the table have ~~been,~~sole voting and ~~such~~investment ~~future~~power ~~transactions~~with ~~will~~respect ~~be,~~to onall ~~terms~~shares noof common ~~less~~stock ~~favorable~~held toby ~~the~~them. ~~Company~~Unless ~~than~~otherwise ~~could~~indicated, ~~have~~the ~~been~~principal ~~realized~~address byof ~~the~~each ~~Company~~listed inexecutive ~~arms-length~~officer ~~transactions~~and ~~with~~director ~~non-affiliated~~is ~~persons~~2445 ~~and~~Winnetka ~~will~~Avenue beNorth, ~~approved~~Golden byValley, ~~the~~MN ~~board of directors~~55427.

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.

Name	Number of Shares Beneficially Owned		Percent of Shares
Laird Powers		252,984		0.6	%
Van Thuy Tran		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	%

~~Management Services~~(1) ~~Agreement~~The above shares include 50% of the shares owned or issuable to The Matthews Group. Van Thuy Tran and ~~Related~~Lawrence ~~Notes~~J. ~~Payable~~Johanns ~~with~~each ~~Related~~own ~~Party~~50% of The Matthews Group.

OnITEM ~~September 30, 2015, the Company sold all of its assets of its Barcode Technology comprised solely of its intellectual property to The Matthews Group~~13. ~~The~~CERTAIN ~~Company’s~~RELATIONSHIPS ~~Barcode~~AND ~~Technology~~RELATED ~~was originally invented by the founders of Veritec as a product identification system for identification and tracking of parts~~TRANSACTIONS, ~~components~~AND ~~and~~DIRECTOR 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, 2023. 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, 2023 and 2022, the Company recorded management fee revenue related to this agreement of $216,000 and $263,000, 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, 2023 and 2022, cash flow loans of $464,000 and $503,000, respectively, were made to the Company at 10% interest per annum and due on demand. At June 30, 2023, cash flow loans of $4,988,000 are due to The Matthews Group.INDEPENDENCE

~~Advances~~ ~~from~~The ~~Related~~Company's ~~Parties~~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.

AsThe ofMatthews ~~both~~Group ~~June~~is ~~30,~~owned ~~2023~~50% ~~and~~by ~~2022,~~Ms. ~~$119,000~~Van ~~and $102~~Tran,~~000~~ ofthe ~~advances~~Company’s ~~due~~CEO, toExecutive ~~Ms.~~Chair, ~~Van~~and ~~Tran~~a ~~have~~director, ~~been~~and ~~presented~~50% asby ~~accounts~~Larry ~~payable~~Johanns, ~~related~~a significant ~~party~~stockholder onof the ~~accompanying Consolidated Balance Sheets, respectively~~Company. The ~~advances~~Company ~~are~~has ~~unsecured,~~relied ~~non-interest~~on ~~bearing,~~The ~~and~~Matthews ~~due~~Group onfor ~~demand~~funding.

~~Other~~Management ~~Transactions~~Services ~~with~~Agreement and Related ~~Parties~~Notes Payable with Related Party

~~The~~On September 30, 2015, the Company ~~leases~~sold all of its ~~office~~assets ~~facilities~~of ~~from~~its MsBarcode Technology comprised solely of its intellectual property to The Matthews Group. ~~Tran~~The Company’s Barcode Technology was originally invented by the founders of Veritec as a product identification system for identification and tracking of parts, ~~who~~components ~~owns~~and products mostly in the ~~building~~liquid crystal display (LCD) markets and for secure identification documents, financial cards, medical records and other high security applications. ~~For~~The ~~both~~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 ~~2022~~$216,000, ~~lease~~respectively. ~~payments~~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 Msthe Company at 10% interest per annum and due on demand. ~~Van~~At ~~Tran~~June ~~totaled~~30, 2024, cash flow loans of $515,821,000 are due to The Matthews Group.

~~ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES~~19

~~The~~Advances ~~following~~from ~~table~~Related ~~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, 2023 and 2022:~~Parties

Fees	2023		2022
Weinberg & Company, CPAs
Audit fees	$	72,000	$	43,000
Audit Related fees		—		—
Tax fees		—		—
All other fees		—		—
Total Fees	$	72,000	$	43,000

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.

~~Audit~~Other ~~Fees:~~Transactions ~~Consist~~with ofRelated ~~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.~~Parties

36The 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.

~~PART~~ITEM IV14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~Item~~The ~~15.~~following ~~EXHIBITS~~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:

Exhibit Number	Ref	Description of Document
Fees		2024		2023
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).
Weinberg & Company, CPAs
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).
Audit fees		$	72,000	$	72,000
31.1	*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Audit Related fees			—		—
31.2		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Tax fees			—		—
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.
All other fees			—		—
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.
Total Fees		$	72,000	$	72,000
101.INS	*	XBRL Instance Document
101.SCH	*	XBRL Taxonomy Extension Schema Document
101.CAL	*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	*	XBRL Taxonomy Extension Presentation Linkbase Document

*Audit ~~Filed~~Fees: ~~herewith~~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.

~~Item 16. FORM 10-K SUMMARY~~20

~~None.~~PART IV

37Item 15. EXHIBITS

SIGNATURES

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	*	XBRL Instance Document
101.SCH	*	XBRL Taxonomy Extension Schema Document
101.CAL	*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	*	XBRL Taxonomy Extension Presentation Linkbase Document

~~Pursuant~~* toFiled ~~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~~herewith.

		VERITEC, INC.
		a Nevada corporation
October 13, 2023	By:	/s/ Van Thuy Tran
		Van Thuy Tran
		Chief Executive Officer
		(Principal Executive Officer)

Item 16. FORM 10-K SUMMARY

~~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~~None.

Signature	Title	Date
/s/ VAN THUY TRAN	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)	October 13, 2023
Van Thuy Tran
/s/ LAIRD POWERS	Director	October 13, 2023
Laird Powers

38SIGNATURES

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
		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
Van Thuy Tran

/s/ LAIRD POWERS	Director	October 10, 2024
Laird Powers

Filing Compare · VERITEC INC