 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b) (Print or Type Responses) | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |     OMB APPROVAL
OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response. . . . . . . .. . 0.5
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1. Name and Address of Reporting Person* The Matthews Group LLC | 2. Issuer Name and Ticker or Trading Symbol Veritec, Inc. VRTC | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ ___ Director ___X__ 10% Owner __ ___ Officer (give _____ Other (specify title below) below) 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Report Person ___ Form filed by More than One Reporting Person |
(Last) (First) (Middle) 1430 Orkla Dr. | 3. Date of Earliest Transaction Required to be Reported (Month/Day/Year) 9/17/12 | 4. If Amendment, Date Original Filed (Month/Day/Year)
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(Street) Golden Valley MN 55427 |
(City) (State) (Zip) | Table I – Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr. 3) | 2. Trans-action Date (Month/ Day/ Year) | 2A. Deemed Execution Date, if any (Month/Day/ Year) | 3. Trans- action Code (Instr. 8) | 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction (s) (Instr. 3 and 4) | 6. Owner-ship Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Owner-ship |
Code | V | Amount | (A) or (D) | Price |
Pauline K. Finstad | 9/20/12 | | S | | 127,500 | D | .40 | 8,145,718 | D | |
Lee R. Finstad | 9/20/12 | | S | | 122,500 | D | .40 | 8,023,218 | D | |
Khiem V. Tran | 9/20/12 | | S | | 193,590 | D | .40 | 7,829,628 | D | |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
Table II – Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) | 2. Conver-sion or Exercise Price of Derivative Security | 3. Trans-action Date (Month/Day/ Year) | 3A. Deemed Execution Date, if any (Month/Day/ Year) | 4. Trans-action Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) | 6 Date Exercisable and Expiration Date (Month/Day/ Year) | 7. Title and Amount of Underlying Securities (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exer- cisable | Expira-tion Date | Title | Amount or Number of Shares |
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Explanation of Responses:
(1) The Matthews Group, LLC did a private sale of 127,500 shares of common stock to Polly Finstad; 122,500 to Lee R. Finstad and 193,590 to Khiem V. Tran valued at $.40 per share.
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | /s/Van Thuy Tran____________ 9/20/2012 ** Signature of Reporting Person Date |
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b) (Print or Type Responses) | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |     OMB APPROVAL
OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response. . . . . . . .. . 0.5
|
1. Name and Address of Reporting Person* The Matthews Group LLC | 2. Issuer Name and Ticker or Trading Symbol Veritec, Inc. VRTC | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ ___ Director ___X__ 10% Owner __ ___ Officer (give _____ Other (specify title below) below) 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Report Person ___ Form filed by More than One Reporting Person |
(Last) (First) (Middle) 1430 Orkla Dr. | 3. Date of Earliest Transaction Required to be Reported (Month/Day/Year) 9/17/12 | 4. If Amendment, Date Original Filed (Month/Day/Year)
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(Street) Golden Valley MN 55427 |
(City) (State) (Zip) | Table I – Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr. 3) | 2. Trans-action Date (Month/ Day/ Year) | 2A. Deemed Execution Date, if any (Month/Day/ Year) | 3. Trans- action Code (Instr. 8) | 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction (s) (Instr. 3 and 4) | 6. Owner-ship Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Owner-ship |
Code | V | Amount | (A) or (D) | Price |
Hoffman Family Revocable Living Trust | 9/21/12 | | S | | 45,000 | D | .40 | 7,784,628 | D | |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
Table II – Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) | 2. Conver-sion or Exercise Price of Derivative Security | 3. Trans-action Date (Month/Day/ Year) | 3A. Deemed Execution Date, if any (Month/Day/ Year) | 4. Trans-action Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) | 6 Date Exercisable and Expiration Date (Month/Day/ Year) | 7. Title and Amount of Underlying Securities (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exer- cisable | Expira-tion Date | Title | Amount or Number of Shares |
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Explanation of Responses:
(1) The Matthews Group, LLC did a private sale of 45,000 shares of common stock to Hoffman Family Revocable Living Trust valued at $.40 per share.
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | /s/Van Thuy Tran_________ 9/21/2012 ** Signature of Reporting Person Date |