FORM 10-Q/A No. 1


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30,2001
                               -----------------
                                       OR

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

For the transition period from _______________________ to __________________

Commission file number 0-14659
                       -------

                                 TECHDYNE, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                  Florida                                    59-1709103
--------------------------------------------        --------------------------
(State or other jurisdiction of incorporation             (I.R.S. Employer
or organization)                                         Identification No.)

2230 West 77th Street, Hialeah, Florida                         33016
---------------------------------------                   -----------------
(Address of principal executive offices)                     (Zip Code)

                                 (305) 556-9210
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
      --------------------------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                               since last report)

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

Yes |X| or No |_|

Common Stock Outstanding

         Common Stock, $.01 par value - 6,556,990 shares as of September 30,
2001.


<PAGE>


                         TECHDYNE, INC. AND SUBSIDIARIES


                          AMENDMENT NO. 1 TO FORM 10-Q
                          ----------------------------

         This Amendment No. 1 to Form 10-Q is being filed as the information
provided on the line of the Company's Consolidated Condensed Statement of
Operations entitled "Shutdown of Scotland manufacturing operations including
impairment loss" for the three months ended September 30, 2000, was misstated.
The correct number appears in this Amendment No. 1.


                                      INDEX

                         PART I -- FINANCIAL INFORMATION

         The Consolidated Condensed Statements of Operations (Unaudited) for the
three months and nine months ended September 30, 2001 and September 30, 2000
include the accounts of the Registrant and its subsidiaries.

<TABLE>
<CAPTION>

<S>      <C>                                                                                                  <C>
Item 1.  Financial Statements
-----------------------------

         Consolidated Condensed Statements of Operations for the three months
         and nine months ended September 30, 2001 and September 30, 2000..................................    1

         Consolidated Condensed Balance Sheets as of September 30, 2001
         and December 31, 2000............................................................................    2

         Consolidated Condensed Statements of Cash Flows for the nine months
         ended September 30, 2001 and September 30, 2000..................................................    3

         Notes to Consolidated Condensed Financial Statements as of September 30, 2001....................    4-9

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.....................................................................................    10

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.......................................    13


                          PART II -- OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.................................................................    14

Signatures................................................................................................    14
</TABLE>



<PAGE>




                         PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         TECHDYNE, INC. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                                SEPTEMBER 30,                      SEPTEMBER 30,

                                                             2001           2000           2001             2000
                                                             ----           ----           ----             ----
<S>                                                     <C>             <C>            <C>             <C>
Revenues:
    Sales                                               $  7,128,222    $ 13,616,305   $ 29,687,433    $ 38,535,106
    Interest and other income                                 29,570           9,613        209,992          36,404
                                                        ------------    ------------   ------------    ------------
                                                           7,157,792      13,625,918     29,897,425      38,571,510
Cost and expenses:

    Cost of goods sold                                     6,714,809      11,915,697     27,424,144      34,251,634
    Selling, general and administrative expenses             844,872       1,156,151      3,023,422       3,559,468
    Stock option note writeoff and bonus
          Compensation                                             0               0        304,000               0
    Shutdown of Scotland manufacturing
          Operations including impairment loss                77,000               0        302,000               0
    Provision for doubtful accounts                                0               0        104,000               0
    Interest expense                                         140,686         223,070        502,278         620,705
                                                        ------------    ------------   ------------    ------------
                                                           7,777,367      13,294,918     31,659,844      38,431,807
                                                        ------------    ------------   ------------    ------------

(Loss) income before income taxes                           (619,575)        331,000     (1,762,419)        139,703
Income tax (benefit) provision                                44,000         106,661         68,743         152,004
                                                        ------------    ------------   ------------    ------------
    Net(loss) income                                    $   (663,575)   $    224,339   $ (1,831,162)   $    (12,301)
                                                        ============    ============   ============    ============
Loss per share:
    Basic                                               $       (.10)   $        .03   $       (.28)   $       --
                                                        ============    ============   ============    ============
    Diluted                                             $       (.10)   $        .03   $       (.28)   $       --
                                                        ============    ============   ============    ============



</TABLE>

           See notes to consolidated condensed financial statements.


                                       1


<PAGE>


                         TECHDYNE, INC. AND SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS



<TABLE>
<CAPTION>

                                                                                   SEPTEMBER 30,     DECEMBER 31,
                                                                                       2001           2000(A)
                                                                                 ----------------  -------------
                                                                                   (UNAUDITED)
                                              ASSETS
<S>                                                                               <C>             <C>
Current assets:
  Cash and cash equivalents                                                       $    440,656    $    506,824
  Accounts receivable, less allowances of $233,000 at September 30, 2001
    and $120,000 at December 31, 2000                                                5,242,968       7,851,926
  Accounts receivable major shareholder                                                212,000               0
  Inventories, less allowances for obsolescence of $504,000 at
   September 30, 2001 and $783,000 at December 31, 2000                              8,929,558      10,183,134
  Prepaid expenses and other current assets                                            241,739         701,507
  Deferred tax asset                                                                   432,097         498,097
                                                                                  ------------    ------------

             Total current assets                                                   15,499,018      19,741,488
                                                                                  ------------    ------------

Property and equipment:
  Land and improvements                                                                170,400         178,800
  Buildings and building improvements                                                  657,994         690,431
  Machinery and equipment                                                            7,694,537       7,654,995
  Tools and dies                                                                       319,615         450,583
  Leasehold improvements                                                               542,330         621,788
                                                                                  ------------    ------------
                                                                                     9,384,876       9,596,597
  Less accumulated depreciation and amortization                                    (5,180,270)     (4,605,128)
                                                                                  ------------    ------------
                                                                                     4,204,606       4,991,469
Deferred expenses and other assets                                                      29,903          41,193
Costs in excess of net tangible assets acquired, less accumulated
     amortization of $532,000 at September 30, 2001
     and $459,000 at December 31, 2000                                               2,991,655       3,101,635
                                                                                  ------------    ------------
                                                                                  $ 22,725,182    $ 27,875,785
                                                                                  ============    ============
                               LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                $  3,200,889    $  4,248,750
  Accrued expenses                                                                   1,064,098       1,826,546
  Current portion of long-term debt                                                    605,038         625,048
  Income taxes payable                                                                       0          99,433
  Advances payable to Medicore                                                         189,330         498,900
                                                                                  ------------    ------------
          Total current liabilities                                                  5,059,355       7,298,677

Deferred gain on sale of real estate                                                         0         161,047
Long-term debt, less current portion                                                 7,511,216       8,582,289
Deferred income taxes                                                                  252,600         252,600

Commitments and contingencies

Stockholders' equity:
  Common stock, $.01 par value, authorized 10,000,000 shares;
    issued and outstanding 6,556,990 shares                                             65,570          65,570
  Capital in excess of par value                                                    11,592,995      11,592,995
  (Deficit) retained earnings                                                       (1,270,580)        560,582
  Accumulated other comprehensive loss                                                (278,149)       (222,325)
  Notes receivable from options exercised                                             (207,825)       (415,650)
                                                                                  ------------    ------------
             Total stockholders' equity                                              9,902,011      11,581,172
                                                                                  ------------    ------------
                                                                                  $ 22,725,182    $ 27,875,785
                                                                                  ============    ============
</TABLE>


(A)  Reference is made to the Company's Annual Report on Form 10-K for the year
     ended December 31, 2000 filed with the Securities and Exchange Commission
     in March 2001.


            See notes to consolidated condensed financial statements.


                                       2



<PAGE>


                         TECHDYNE, INC. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                       NINE MONTHS ENDED
                                                                        SEPTEMBER 30,
                                                                    2001            2000
                                                                    ----            ----
<S>                                                            <C>            <C>
Operating activities:
  Net loss                                                     $(1,831,162)   $   (12,301)
  Adjustments to reconcile net loss to net cash
       (used in) provided by operating activities:
     Depreciation                                                  948,079        939,891
     Amortization                                                  170,622        132,485
     Provision for inventory obsolescence                          212,981        361,626
     Provision for doubtful accounts                               104,000              0
     Consultant stock option expense                                     0         23,448
     Gain on asset sale                                           (161,047)             0
     Forgiveness of stock option notes                             207,825              0
     Increase (decrease) relating to operating activities
       from:
        Accounts receivable                                      2,632,872        411,358
        Accounts receivable major shareholder                     (212,000)             0
        Inventories                                              1,063,147     (1,282,154)
        Prepaid expenses and other current assets                  460,097       (214,957)
        Accounts payable                                        (1,226,319)      (925,210)
        Accrued expenses                                          (762,449)       174,269
        Income taxes payable                                       (42,257)       (93,802)
                                                               -----------    -----------
         Net cash provided by (used in) operating activities     1,564,389       (485,347)
                                                               -----------    -----------

Investing activities:
  Additions to property and equipment, net of minor
     disposals                                                    (186,559)      (806,300)
  Subsidiary acquisition payments                                        0       (395,806)
  Deferred expenses and other assets                                12,789        (15,899)
                                                               -----------    -----------
         Net cash used in investing activities                    (173,770)    (1,218,005)
                                                               -----------    -----------

Financing activities:
  Proceeds from long-term borrowings                                     0        150,000
  Line of credit net borrowings                                   (665,299)     1,685,093
  Payments on long-term borrowings                                (425,783)      (430,519)
  Exercise of stock options                                              0          1,450
  (Decrease) increase in advances from Medicore                   (309,570)       136,788
  Deferred financing costs                                            (310)             0
                                                               -----------    -----------
         Net cash (used in) provided by financing activities    (1,400,962)     1,542,812
                                                               -----------    -----------
Effect of exchange rate fluctuations on cash                       (55,825)         2,815
                                                                              -----------
Decrease in cash and cash equivalents                              (66,168)      (157,725)
Cash and cash equivalents at beginning of period                   506,824        190,343
                                                               -----------    -----------
Cash and cash equivalents at end of period                     $   440,656    $    32,618
                                                               ===========    ===========


</TABLE>


           See notes to consolidated condensed financial statements.


                                       3

<PAGE>


                         TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

         The consolidated financial statements include the accounts of Techdyne,
Inc. ("Techdyne") and its subsidiaries, including Lytton Incorporated
("Lytton"), Techdyne (Europe) Limited ("Techdyne (Europe)"), and Techdyne
(Livingston) Limited which is a subsidiary of Techdyne (Europe), collectively
referred to as the "Company." All material intercompany accounts and
transactions have been eliminated in consolidation. The Company is a 71.3% owned
subsidiary of Simclar International Limited ("Simclar"), which purchased the
71.5% interest of the Company's former parent, Medicore, Inc. on June 27, 2001.
See Notes 5 and 9.

MAJOR CUSTOMERS

         A majority of the Company's sales are to certain major customers. The
loss of or substantially reduced sales to any of these customers would have an
adverse effect on the Company's operations if such sales were not replaced.

INTEREST AND OTHER INCOME

         Interest and other income is comprised as follows:

<TABLE>
<CAPTION>

                                                              THREE MONTHS ENDED             NINE MONTHS ENDED
                                                                   SEPTEMBER 30,               SEPTEMBER  30,
                                                            ------------------------       --------------------
                                                              2001            2000          2001           2000
                                                              ----            ----          ----           ----
                 <S>                                       <C>               <C>        <C>              <C>
                 Interest Income                           $   3,746         $  8,201   $    19,623      $  28,575
                 Other Income                                  3,048            1,412         6,546          7,829
                 Gain on asset sales                          22,776                0       183,823              0
                                                         -----------        ---------     ---------      ---------
                                                           $  29,570         $  9,613     $ 209,992      $  36,404
                                                         ===========         ========     =========      =========

</TABLE>




INVENTORIES

         Inventories, which consist primarily of raw materials used in the
production of electronic components, are valued at the lower of cost (first-in,
first-out and/or weighted average cost method) or market value. The cost of
finished goods and work in process consists of direct materials, direct labor
and an appropriate portion of fixed and variable manufacturing overhead.
Inventories are comprised of the following:


                                         SEPTEMBER 30,          DECEMBER 31,
                                            2001                    2000
                                     -----------------         -------------
        Finished goods                  $    767,519           $     658,966
        Work in process                    1,171,814               2,586,900
        Raw materials and supplies         6,990,225               6,937,268
                                        ------------           -------------
                                        $  8,929,558           $  10,183,134
                                        ============           =============


ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

         Accrued expenses and other current liabilities is comprised as follows:

                                   SEPTEMBER 30,          DECEMBER 31,
                                       2001                  2000
                                  ---------------         -----------
         Accrued compensation      $    309,591           $   518,436
         Other                          754,507             1,308,110
                                   ------------           -----------
                                   $  1,064,098            $1,826,546
                                   ============           ===========



                                       4


<PAGE>

                         TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)



NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--CONTINUED

EARNINGS (LOSS) PER SHARE

         Diluted earnings (loss) per share gives effect to potential common
shares that were dilutive and outstanding during the period, such as stock
options and warrants using the treasury stock method and average market price.
No potentially dilutive securities were included in the diluted earnings per
share computation for the three months or nine months ended September 30, 2001
or for the same periods of the preceding year, as a result of exercise prices,
and for 2001 the net losses, and to include them would be anti-dilutive.

         Following is a reconciliation of amounts used in the basic and diluted
computations:

<TABLE>
<CAPTION>


                                           THREE MONTHS ENDED                   NINE MONTHS ENDED
                                             SEPTEMBER 30,                        SEPTEMBER 30,
                                  ------------------------------------------------------------------------
                                       2001                2000               2001               2000
                                       ----                ----               ----               ----
<S>                               <C>                  <C>                <C>                 <C>
Net income (loss)                 $   (663,575)        $   224,339        $(1,831,162)        $   (12,301)
                                  ============         ===========        ===========         ===========

Weighted average shares              6,556,990           6,596,990          6,556,990           6,567,884
                                  ============         ===========        ===========         ===========

(Loss) income earnings per share:
   Basic                          $       (.10)        $       .03        $      (.28)        $      --
                                  ============         ===========        ===========         ===========
   Diluted                        $       (.10)        $       .03        $      (.28)        $      --
                                  ============         ===========        ===========         ===========
</TABLE>

     The Company has various potentially dilutive stock options. See Note 7.

COMPREHENSIVE INCOME (LOSS)

         Comprehensive loss consists of the net (income) loss and foreign
currency translation adjustments.

         Below is a detail of comprehensive loss for the three months and nine
months ended September 30, 2001 and September 30, 2000:


<TABLE>
<CAPTION>

                                                              THREE MONTHS ENDED             NINE MONTHS ENDED
                                                                  SEPTEMBER 30,                SEPTEMBER 30,
                                                         ---------------------------        --------------------
                                                              2001            2000          2001            2000
                                                              ----            ----          ----            ----
<S>                                                       <C>            <C>            <C>            <C>
Net loss                                                  $  (663,575)   $   224,339    $(1,831,162)   $   (12,301)
Other comprehensive loss:
Foreign currency translation                                     (563)       (25,858)       (55,825)      (125,394)
                                                          -----------    -----------    -----------    -----------
Comprehensive (loss) income                               $  (664,138)   $   198,481    $(1,886,987)   $  (137,695)
                                                          ===========    ===========    ===========    ===========

</TABLE>


REVENUE RECOGNITION

         The Company follows the guidelines of SEC Staff Accounting Bulletin No.
101 "Revenue Recognition in Financial Statements" (SAB1 101). Product sales are
recorded upon delivery pursuant to agreed upon shipping terms.

NEW PRONOUNCEMENTS

         In June, 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities". SFAS 133 is effective for fiscal
quarters of fiscal years beginning after June 15, 2000. SFAS 133 establishes
accounting and reporting standards for derivative instruments and for hedging
activities and requires, among other things, that all derivatives be recognized
as either assets or liabilities in the statement of financial position and that
those


                                       5
<PAGE>

                         TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)

instruments be measured at fair value. Since the Company does not presently
utilize derivative financial instruments, the adoption of SFAS 133 has had no
effect on its results of operations, financial position or cash flows.

         In June 2001, SFAS 141 "Business Combinations," was issued. Under SFAS
141, the purchase method of accounting will be required for all mergers and
acquisitions initiated after June 30, 2001.

         Also in June 2001, SFAS 142, "Goodwill and Other Intangible Assets,"
was issued SFAS 142 will require that goodwill no longer be amortized to
earnings, but instead be reviewed at least annually for impairment. The Company
will adopt SFAS 142, as required, in January 2002 for acquisitions made prior to
June 20, 2001. Goodwill from any acquisitions made after June 30, 2001 will not
be amortized. Based on the amount of goodwill outstanding at June 30, 2001, the
adoption of SFAS 142 would result in an approximately $150,000 reduction in
annual operating expenses and a corresponding increase in annual net income.

         In August 2001, SFAS 144, "Accounting for the Impairment on Disposal of
Long-Lived Assets", was issued. Among other things, SFAS 144 clarifies when a
long-lived asset held for sale should be classified as such. It also clarifies
previous guidance issued under SFAS 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of". The Company will
be required to adopt SFAS 44 beginning in 2002.

NOTE 2--INTERIM ADJUSTMENTS

         The financial summaries for the three months and nine months ended
September 30, 2001 and September 30, 2000 are unaudited and include, in the
opinion of management of the Company, all adjustments (consisting of normal
recurring accruals) necessary to present fairly the earnings for such periods.
Operating results for the three months and nine months ended September 30, 2001
are not necessarily indicative of the results that may be expected for the
entire year ending December 31, 2001.

         While the Company believes that the disclosures presented are adequate
to make the information not misleading, it is suggested that these Consolidated
Condensed Financial Statements be read in conjunction with the financial
statements and notes included in the Company's latest annual report for the year
ended December 31, 2000.

NOTE 3--LONG-TERM DEBT

         In February, 2000, the Company refinanced its line of credit and term
loans through the same bank which handles Lytton's financing. One credit
facility is a $4,500,000 three year committed line of credit facility maturing
February, 2003 with interest payable monthly at prime minus 1/4% and an option
to fix the rate for up to 180 days at Libor plus 2.50%. This line of credit had
an outstanding balance of approximately $4,020,000 at September 30, 2001 and
$3,883,000 at December 31, 2000. The bank also extended a $1,000,000 five year
term loan maturing February 2005 with the same interest rate as for the line of
credit. This term loan had an outstanding balance of approximately $683,000 at
September 30, 2001 and $833,000 at December 31, 2000. The loans are
collateralized by the business assets of the Company and are
cross-collateralized with the debt of Lytton. The refinancing represents a
non-cash financing activity which is a supplemental disclosure required by SFAS
No. 95, "Statement of Cash Flows".

         In conjunction with the Company's refinancing, the bank amended the
terms of the Lytton line of credit and term loan and equipment loan agreements
to make Lytton's line of credit a three year committed facility and to amend the
interest rates on Lytton's line of credit, term loan and equipment loan
agreements to coincide with those of the Company's loan agreements.

         Lytton has a $3,000,000 three year committed line of credit facility
maturing February 2003 with interest payable monthly at prime minus 1/4%. There
was an outstanding balance on this loan of approximately $1,983,717 at September
30, 2001 and $2,786,000 December 31, 2000. Lytton has a $1,400,000 installment
loan with interest at prime minus 1/4% and monthly payments of $20,333 plus
interest payable in 60 monthly installments commencing August 1, 1999 with the
final installment due June 30, 2004. The balance outstanding on this loan was
approximately $841,000 at September 30, 2001 and $1,028,000 at December 31,
2000. Lytton also has a $500,000 equipment loan agreement with the same bank
payable through February, 2003 with interest at prime minus 1/4%. This loan had
an outstanding balance of $150,000 at September 30, 2001 and $150,000 at
December 31, 2000. All of these bank loans are secured by the business assets of
Lytton and all have an option to fix the rate for up to 180 days at Libor plus
2.50%.

         The prime rate was 6.00% as of September 30, 2001, and 9.5% as of
December 31, 2000.

         Lytton has an equipment loan at an annual interest rate of 5.5%
maturing in April 2002 with monthly payments of principal and interest of
$4,298. This loan had a balance of approximately $30,000 at September 30, 2001
and $66,000 at December 31, 2000 and was collateralized by equipment.

         In July 1994, Techdyne (Europe) purchased the facility housing its
operations obtaining a 15 year mortgage which had a U.S. dollar equivalency of
approximately $371,000 at September 30, 2001 and $414,000 at December 31, 2000
based on exchange rates in effect at each of these dates.


                                       6

<PAGE>
                         TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)




NOTE 3--LONG-TERM DEBT--CONTINUED

         In conjunction with its purchase of Medicore's majority interest in the
Company, Simclar stated it will attempt to refinance all of the Company's
long-term debt, as well as the advances payable to Medicore, within 60 days from
June 27, 2001, the closing date of its purchase of Medicore's interest in the
company. See Notes 1, 5 and 9. The Company and Lytton, Inc refinanced its bank
debt with Bank of Scotland on October 24, 2001 (see Liquidity and Capital
Resources Section).

         Interest payments on debt amounted to approximately $162,000 and
$528,000 for the three months and nine months ended September 30, 2001 and
$209,000 and $554,000 for the same periods of the preceding year.

NOTE 4--INCOME TAXES

         The Company files separate federal and state income tax returns from
Simclar International, Ltd, with its income tax liability reflected on a
separate return basis.

         Deferred income taxes reflect the net tax effect of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. For financial
reporting purposes a valuation allowance of approximately $350,000 has been
recognized to offset a portion of the deferred tax assets related to U.S. net
operating loss carry forwards.

         The Company had domestic income tax (benefit) expense of approximately
$44,000 and $69,000 for the three months and nine months ended September 30,
2001 and $107,000 and $152,000 for the same period of the preceding year.

         Techdyne (Europe) had no income tax expense or benefit for the three
months and nine months ended September 30, 2001 or the same periods of the
preceding year due to its loss and it having utilized all available tax loss
carrybacks.

         Income tax payments amounted to $ 0 and $130,000 for the three months
and nine months ended September 30, 2001 and $1,000 and $343,000 for the same
periods of the preceding year.

NOTE 5--TRANSACTIONS WITH SIMCLAR AND MEDICORE

         The Company's parent, Simclar International Ltd., provides certain
financial and administrative services to the Company under a service agreement.
The amount of expenses covered under the service agreement totaled $70,000 for
the three months ended September 30, 2001. Subsequent to Medicore's sale of its
71.3% ownership interest to Simclar on June 27, 2001, Medicore continued to
provide certain financial and administrative services to the Company under a
service agreement through July 15, 2001, the effective date of cancellation of
the agreement, for additional consideration of $15,000.

         Advances payable to Medicore on the balance sheet were approximately
$189,000 at September 30, 2001 and $499,000 at December 31, 2000 with interest
at 5.7%. Interest on the advances amounted to approximately $3,000 and $11,000
for the three months and nine months ended September 30, 2001 and $8,000 and
$22,000 for the same periods of the preceding year and is included in the
advance payable. The advances were repaid in full on October 26, 2001.

         On March 27, 1990, the Company sold real property to Medicore, the
Company's parent until June 27, 2001. The gain on the sale of approximately
$161,000, which was deferred due to the relationship of the parties, has been
recognized as a result of Medicore's sale of its interest in the Company to
Simclar.



                                       7

<PAGE>

                         TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)



NOTE 6--COMMITMENTS AND CONTINGENCIES

         Lytton sponsors a 401(k) Profit Sharing Plan covering substantially all
of its employees. The Company adopted this plan as a participating employer
effective July 1, 1998. The discretionary profit sharing and matching expense,
including that of the Company and Lytton amounted to approximately $13,000 and
$50,000 for the three months and nine months ended September 30, 2001 and
approximately $20,000 and $62,000 for the same periods of the preceding year.

         Lytton leases its operating facilities from an entity owned by Lytton
Crossley, the former President of Lytton, Inc. and his wife, the former owner of
Lytton. Mr. Crossley is also a member of Techdyne's Board of Directors. The
lease expires July 31, 2002 and requires annual lease payments of approximately
$218,000, adjusted each year based upon the Consumer Price Index. During the
nine months ended September 30, 2001, approximately $174,000 was paid under the
lease compared to approximately $169,000 for the same period of the preceding
year.

NOTE 7--STOCK OPTIONS

         In May 1994, the Company adopted a stock option plan for up to 250,000
options. The options were exercisable at $1 per share through May 24, 1999. On
June 30, 1998, 115,000 of these options were exercised and on May 10, 1999,
50,000 of the remaining options were exercised. The Company received cash
payment of the par value which amounted to $1,150 for the 1998 exercises and
$500 for the 1999 exercises, and the balance in three year promissory notes,
presented in the stockholders' equity section of the balance sheet, with
interest at 5.16% for the June 1998 exercises and 4.49% for the May 1999
exercises. In June 2001, the Company forgave the remaining balance of $158,400
on the promissory notes on the May 1994 options and related accrued interest of
$21,883. The remaining $4,950 in promissory notes on the May 1994 options is
presented in stockholders' equity.

         On February 27, 1995 the Company granted non-qualified stock options to
directors of Techdyne and its subsidiaries for 142,500 shares exercisable at
$1.75 per share for five years. In April 1995, the Company granted a
non-qualified stock option for 10,000 shares to its general counsel at the same
price and terms as the directors' options. On February 25, 2000, 145,000 of
these options were exercised. The Company received cash payment of the par value
amounting to $1,450 and the balance in three year promissory notes, presented on
the stockholders' equity section of the balance sheet, with interest at 6.19%.
In June 2001, the Company forgave $49,425 on the promissory notes on the
February and April 1995 options and related accrued interest of $4,098. The
remaining balance of $202,875 in promissory notes on the February and April 1995
options is presented on stockholder's equity.

         In June 1997, the Company adopted a stock option plan for up to 500,000
options, and pursuant to this plan the board granted 375,000 options exercisable
for five years through June 22, 2002 at $3.25 per share, with 325,000 of these
options outstanding at September 30, 2001. On June 30, 1999, the Company granted
52,000 options exercisable for three years through June 29, 2002 at $4.00 per
share with 10,000 options outstanding at September 30, 2001. On August 25, 1999,
the Company granted 16,000 options exercisable for three years through August
24, 2002 at $4.00 per share with 13,000 options outstanding at September 30,
2001. On December 15, 1999 the Company granted 19,000 options exercisable for
three years through December 14, 2002 at $4.00 per share with 13,000 options
outstanding at September 30, 2001. On May 24, 2000, the Company granted 3,000
options exercisable for three years through May 23, 2002 at $4.00 per share,
which remain outstanding at September 30, 2001. On October 16, 2000, the Company
granted 90,000 three year stock options exercisable at $2.00 per share through
October 15, 2002, with one-third of the options vesting immediately, one-third
vesting on October 16, 2001 and one-third vesting on October 16, 2002; but based
on the change in control of our Company (see Notes 5 and 9), all options vested
on June 27, 2001, and 30,000 options were redeemed for $4,200.

         In May 1998, as part of the consideration pursuant to an agreement for
investor relations and corporate communications services, the Company granted
options for 25,000 shares of its common stock exercisable for three years at
$4.25 per share that expired May 14, 2001. Options for 6,250 shares of the
Company's common stock vested during 1998 with no additional options to vest due
to cancellation of this agreement in August, 1998.


                                       8


<PAGE>


                         TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)


NOTE 7--STOCK OPTIONS--CONTINUED

         The Company entered into a consulting agreement on July 1, 1999 for
financial advisory services with the agreement to end on September 15, 2000. As
compensation, the consultant received non-qualified stock options to purchase
100,000 shares of the Company's common stock exercisable at $3.50 per share that
expired on September 15, 2000. These options were valued at $40,000 and resulted
in approximately $8,000 and $16,000 expense during the three months and six
months ended June 30, 2000.

NOTE 8--ACQUISITION

         On July 31, 1997, the Company acquired Lytton, which manufactures and
assembles printed circuit boards and other electronic products, for $2,500,000
cash, paid at closing, and issuance of 300,000 shares of the Company's common
stock. The Company guaranteed that the seller would realize a minimum of
$2,400,000 from the sale of these shares of common stock based on Lytton having
achieved certain earnings objectives. The total purchase price in excess of the
fair value of net assets acquired is being amortized over 25 years. Additional
contingent consideration was due if Lytton achieved pre-defined sales levels.
Additional consideration of approximately $396,000, $290,000 and $154,000 was
paid in April 2000, April 1999 and April 1998, respectively, based on sales
levels. As the contingencies have been resolved, additional consideration due,
has been recorded as goodwill, and is being amortized over the remainder of the
initial 25 year life of the goodwill.

NOTE 9--SALE OF INTEREST

         On April 6, 2001, the Company's former parent, Medicore, Inc., entered
into an Agreement for Sale and Purchase of Shares with Simclar International
Limited ("Simclar"), a private United Kingdom company, and the Company, pursuant
to which Medicore agreed to sell its 71.3% interest in the Company's common
stock to Simclar. The sale was subject to Medicore shareholder approval, which
was obtained on June 27, 2001, on which date the sale closed.

NOTE 10--CESSATION OF SCOTLAND MANUFACTURING OPERATIONS

         As a result of continuing operating losses, in April 2001 the Company
decided to discontinue the manufacturing operations of it European subsidiary,
Techdyne (Europe) Limited. In May 2001, Techdyne (Europe) entered into a
management agreement with Simclar pursuant to which Simclar will manufacture
products for Techdyne (Europe) and assist in management coordination. The
Company initially incurred a cost of approximately $225,000, primarily from
post-employment benefits, as a result of this decision.

         The Company has recorded a write down on buildings and equipment in
Scotland of approximately $77,000 to record them at their net realizable value.
Included in property and equipment at September 30, 2001 are assets held for
sale in Scotland totaling approximately $957,000.

NOTE 11--CUSTOMER BANKRUPTCY FILING

         In August 2001, one of the Company's customers filed for Chapter 11
Bankruptcy protection. As of September 30, 2001, the customer owed approximately
$114,000 in pre-petition and $52,000 in post petition. The Company recorded a
reserve of $104,000 for the estimated uncollectable receivable from this
customer.



                                       9



<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS


FORWARD-LOOKING INFORMATION

         The statements contained in this Quarterly Report on Form 10-Q that are
not historical are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
the 1934. The Private Securities Litigation Reform Act of 1995 (the "Reform
Act") contains certain safe harbors regarding forward-looking statements.
Certain of the forward-looking statements include management's expectations,
intentions and beliefs with respect to the growth of the Company, the nature of
the electronics industry in which we are engaged as a manufacturer, our business
strategies and plans for future operations, our needs for capital expenditures,
capital resources, liquidity and operating results, and similar expressions
concerning matters that are not historical facts. Such forward-looking
statements are subject to risks and uncertainties that could cause actual
results to materially differ from those expressed in the statements. All
forward-looking statements included in this document are based on information
available to us on the date hereof, and we assume no obligation to update any
such forward-looking statement. The following cautionary statements are being
made pursuant to the provisions of the Reform Act with the intention of the
Company obtaining the benefits of the safe harbor provisions of the Reform Act.
Among the factors that could cause actual results to differ materially are the
factors detailed in the risks discussed in the "Risk Factors" section included
in our Registration Statements, as filed with the Securities and Exchange
Commission ("Commission") Form SB-2 (effective September 13, 1995), and Form S-3
(effective December 11, 1996) and as amended or supplemented.

         We continue to depend upon a relatively small number of customers for a
significant percentage of our net revenue. Significant reductions in sales to
any of our large customers would have a material adverse effect on our results
of operations. The level and timing of orders placed by a customer vary due to,
among other variables, attempts to balance inventory, design changes, demand for
products, competition and general economic conditions. Termination of
manufacturing relationships or changes, reductions or delays in orders as had
occurred in the past, could have an adverse effect on our results of operations
or financial condition.

         The industry segments served by the Company and the electronics
industry as a whole, are subject to rapid technological change and product
obsolescence. Discontinuance or modification of products containing components
manufactured by the Company could adversely affect our results of operations.
Electronics Contract Manufacturing has experienced a downturn since the third
quarter of 2000. The terrorist attacks of September 11th, 2001 have added
further uncertainty to the Company's ability to forecast future business. A
prolonged recessionary cycle could have a material adverse effect on our
business, financial condition and results of operations.

         Due to our utilization of just-in-time inventory techniques, the timely
availability of many components is dependent on our ability to continuously
develop accurate forecasts of customer volume requirements. Component shortages
could result in manufacturing and shipping delays or increased component prices
which could have a material adverse effect on our results of operations. It is
important for us, and there are significant risks involved, to efficiently
manage inventory, properly time expenditures and allocations of physical and
personnel resources in anticipation of future sales, evaluate economic
conditions in the electronics industry and the mix of products, whether PCBs,
wire harnesses, cables or turnkey products, for manufacture.

         Although we believe that our operations utilize the assembly and
testing technologies and equipment currently required by our customers, there
can be no assurance that our process development efforts will be successful or
that the emergence of new technologies, industry standards or customer
requirements will not render our technology, equipment or processes obsolete or
noncompetitive. In addition, to the extent that we determine that new assembly
and testing technologies and equipment are required to remain competitive, the
acquisition and implementation of such technologies and equipment are likely to
require significant capital investment.

         Our results of operations are also affected by other factors, including
price competition, the level and timing of customer orders, fluctuations in
material costs, the overhead efficiencies achieved by us in managing the costs
of our operations, our experience in manufacturing a particular product, the
timing of expenditures in anticipation of increased orders, and selling, general
and administrative expenses. Accordingly, gross margins and operating income
margins have generally improved during periods of high volume and high capacity
utilization. During the first nine months of 2001, we experienced excess
capacity in all of our locations.



                                       10

<PAGE>


RESULTS OF OPERATIONS

         Consolidated revenues decreased approximately $6,468,000 (47%) and
$8,674,000 (22%) for the three months and nine months ended September 30, 2001
compared to the same periods of the preceding year. There was a decrease in
domestic sales of $5,776,000 (46%) and $7,576,000 (21%), and a decrease in
European sales of $1,029,000 (72%) and $1,872,000 (52%) for the three months and
nine months ended September 30, 2001 compared to the same periods of the
preceding year. Sales have been affected substantially by the general economic
slowdown. The Company has not lost a major customer, and has added customers to
its listing. The worldwide slowdown has affected all customers, and caused them
to push-out requirements.

         Interest and other income increased by $20,000 and $174,000 for the
three months and nine months ended September 30, 2001 compared to the same
periods of the preceding year. This increase is largely attributable to a gain
of approximately $161,000 recorded effective June 27, 2001 upon the sale by
Medicore of its interest in the Company to Simclar International Limited. This
gain was previously deferred when the company sold its real property to Medicore
in March 1990 as a result of Medicore being the Company's parent at that time.
See Notes 1, 5 and 9 to "Notes to Consolidated Condensed Financial Statements."

         Significant reductions in sales of Techdyne (Europe) over recent years
have resulted in continuing losses, with net operating losses for this
subsidiary amounting to $172,213 and $767,000 for the three months and nine
months ended September 30, 2001 and $16,000 and $223,000 for the same periods of
the preceding year. In April 2001, continuing losses resulted in our decision to
discontinue manufacturing operations of this subsidiary in conjunction with
which the Company incurred a cost of approximately $225,000, primarily from
post-employment benefits. In May 2001, Techdyne (Europe) entered into a
management agreement with Simclar, the Company's new parent effective June 27,
2001. See Notes 9 and 10 to "Notes to Consolidated Condensed Financial
Statements."

         Approximately 55% of our consolidated sales for the nine months ended
September 30, 2001 were made to five customers. The only customer generating at
least 10% of sales was ITW (formerly PMI Food Equipment Group) (25%).
Approximately $7,497,000 (42%) of Lytton's sales for the nine months ended
September 30, 2001 were to its major customer, ITW. The substantially reduced
sales to many major customers have an adverse effect on our operations. The
Company is aggressively seeking new business opportunities with new and existing
customers.

         Cost of goods sold as a percentage of sales amounted to 94% and 92% for
the three months and nine months ended September 30, 2001 and 88% and 89% for
the same periods of the preceding year. In addition to including changes in
product and customer mix, the sharp increase in 2001 compared to the preceding
year reflects inefficiencies associated with reduced sales and costs associated
with winding down the Company's Scottish manufacturing operation.

         Selling, general and administrative expenses, decreased by
approximately $311,000 and $536,000 for the three months and nine months ended
September 30, 2001 compared to the same periods of the preceding year,
reflecting the overall result of management cost reduction efforts.

         Interest expense decreased approximately $82,000 and $119,000 for the
three months and nine months ended September 30, 2001 compared to the same
periods of the preceding year reflecting lower interest rates during 2001. The
prime rate was 6.00% at September 30, 2001 and 9.50% at December 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

         The Company had working capital of $10,444,000 at September 30, 2001, a
decrease of $2,003,000 (16%) during the first nine months of 2001. Included in
the changes in components of working capital was a decrease of $66,000 in cash
and cash equivalents, which included net cash provided by operating activities
of $1,564,000, net cash used in investing activities of $174,000, (primarily
from additions to property and equipment), and net cash used in financing
activities of $1,401,000 (including net line of credit repayments of $665,000,
payments on long-term debt of $426,000 and decrease in advances from parent of
$310,000).

         On October 24, 2001, the Company entered into two credit facilities
with Bank of Scotland in Edinburgh, Scotland for an aggregate borrowing of
$10,000,000. This new financing replaced the lines of credit and three
commercial loans with The Provident Bank of Ohio, for Techdyne and Lytton, Inc.
The new financing includes a one-year line of credit with an interest rate at
LIBOR rate plus 1.5% for a one, three or six month period, at our


                                       11

<PAGE>

election. We have elected the three month interest period at 3.83% until January
24, 2002. Also part of the financing is a seven year term loan of $7,000,000 at
the same interest rate as the line of credit. The term loan specifies quarterly
payments of $250,000 starting on January 24, 2002.

         The financing, evidenced by a Facility Letter, a Working Capital
Facility Letter, a Security Agreement, a Pledge Agreement and a Guaranty,
provides for all the assets of both companies - Techdyne and Lytton - to
collateralize the financing, as well as affirmative and negative covenants.
Certain of the affirmative covenants require maintenance of a consolidated net
worth greater than $8,000,000 after December 31, 2001; a ratio of consolidated
current assets to consolidated net borrowing not less than 1.5 to 1; a ratio of
consolidated trade receivable to consolidated net borrowings not less than .5 to
1; and a ratio of consolidated net income before interest and income taxes to
total consolidated interest costs not less than 2 to 1. Some of the negative
covenants, among others, include (1) granting or permitting a security agreement
against the consolidated assets of the companies other than permitted security
agreements, (2) declaring or paying any dividends or making any other payments
on our capital stock, (3) consolidating or merging with any other entity or
acquiring or purchasing any equity interest in any other entity, or assuming any
obligations of any other entity, except for notes and receivables acquired in
the ordinary course of business, (4) incurring, assuming, guarantying, or
remaining liable with respect to any indebtedness, except for certain existing
indebtedness disclosed in our financial statements, or (5) undertaking any
capital expenditure in excess of $1,000,000 in any one fiscal year. The
agreements also precludes changes in ownership in the companies, or any material
change in any of our business objectives, purposes, operations and tax
residence.

         On October 11, 2001, Techdyne (Europe) entered into a credit facility
with Bank of Scotland for an amount of (pound)275,000 ($401,000). This facility
comprises an eight year term loan repayable in quarterly payments of
(pound)8,594 $(12,547) starting on January 11, 2002 with an interest rate of
Bank of Scotland base rate plus 1.5%. The proceeds from the credit facility were
used to repay the 15 year mortgage loan of $371,000 as of September 30, 2001.
See Note 3 to Statements.

         Lytton has an equipment loan, which matures in April 2002 which had an
outstanding balance of $66,000 at December 31, 2000. In July, 1994 Techdyne
(Europe) purchased the facility in Scotland housing its operations for
approximately $730,000, obtaining a 15-year mortgage which had a U.S. dollar
equivalency of approximately $371,000 at September 30, 2001 and $414,000 at
December 31, 2000, based on exchange rates in effect at each of these dates. See
Note 3 to "Notes to Consolidated Condensed Financial Statements."

         The Company acquired Lytton on July 31, 1997. The Stock Purchase
Agreement provided for incentive consideration to be paid in cash based on
specific sales levels of Lytton for each of three successive specified years,
resulting in additional consideration of approximately $396,000, $290,000 and
$154,000 paid in April 2000, April, 1999, and April, 1998, respectively. See
Note 8 to "Notes to Consolidated Condensed Financial Statements."

         In April 2001, the Company's former parent, Medicore, Inc. executed an
agreement to sell its 71.3 % ownership in the Company to Simclar International
Limited, a private Scottish company engaged in contract manufacturing. The
agreement was subject to Medicore shareholder approval which was obtained on
June 27, 2001, on which date the sale closed. See Note 9 "Notes to Consolidated
Condensed Financial Statements."

         One of the Company's customers filed for Chapter 11 Bankruptcy
protection in August 2001. The Company recorded a reserve of approximately
$104,000 as of June 30, 2001 for estimated uncollectible receivables from this
customer. See Note 11 to "Notes to Consolidated Condensed Financial Statements."

         Management believes that current levels of working capital, working
capital from operations and financing availability under our credit facilities
will be adequate to successfully meet liquidity demands for at least the next
twelve months.

INFLATION

         Inflationary factors have not had a significant effect on our
operations. The Company attempts to pass on increased costs and expenses by
increasing selling prices when and where possible and by developing different
and improved products for our customers that can be sold at targeted profit
margins.


                                       12

<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The Company is exposed to market risks from changes in interest rates
and foreign currency exchange rates.

         Sensitivity of results of operations to interest rate risks on our
investments is managed by a conservatively investing liquid funds in short-term
governments securities and interest-bearing accounts at financial institutions
in which we had approximately $47,000 invested at September 30, 2001.

         Interest rate risks on debt is managed by negotiation of appropriate
rates on new financing obligations based on current market rates. There is an
interest rate risk associated with our variable debt agreements which total
approximately $7,528,000 at September 30, 2001.

         The Company has exposure to both rising and falling interest rates. A
1/2% decrease in rates on our nine months investments would be insignificant. A
1% increase in rates on our nine month ending variable rate debt would result in
a negative impact of approximately $56,000 on our results of operations.

         Our exposure to market risks from foreign currency exchange rates
relates to our European subsidiary whose results of operations when translated
into U.S. dollars are impacted by changes in foreign exchange rate. A 10%
strengthening of the U.S. dollars against the local Scottish currency, the
pound, would have negatively impacted nine months earnings by approximately $
80,000. We have not incurred any significant realized losses on exchange
transactions and do not utilize foreign exchange contracts to hedge foreign
currency fluctuations. If realized losses on foreign transactions were to become
significant, we would evaluate appropriate strategies, including the possible
use of foreign exchange contracts, to reduce such losses.



                                       13

<PAGE>


                          PART II -- OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

                  10(a)   Facility Letter for Techdyne, Inc.'s financing with
                          the Bank of Scotland dated October 2, 2001.

                  10(b)   Working Capital Facility Letter for Techdyne, Inc.'s
                          financing with the Bank of Scotland dated October 2,
                          2001.

                  10(c)   Service Agreement between Techdyne, Inc. and Simclar
                          International Holdings Limited, effective July 11,
                          2001.

         (b)  Reports on Form 8-K

                  Current Report on Form 8-K dated September 18, 2001, filed
                  with the Commission on September 21, 2001, pursuant to Items 5
                  and 7.

                  Current Report on Form 8-K dated September 19, 2001, filed
                  with the Commission on September 25, 2001, pursuant to Item 4.


                                   SIGNATURES

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


                                            TECHDYNE, INC.

                                            By /s/ Barry Pardon
                                           ---------------------------------
                                           BARRY PARDON, President

                                           By /s/David Watts
                                           --------------------------------
                                           DAVID WATTS, Chief Financial Officer


Dated: November 15, 2001



                                       14