FORM 10-Q

                       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 June 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 July 31, 2001.
<PAGE>

                         TECHDYNE, INC. AND SUBSIDIARIES
                         -------------------------------

                                      INDEX


PART I   --   FINANCIAL INFORMATION
------        ---------------------

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

Item 1.  Financial Statements
-------  --------------------

         1)   Consolidated Condensed Statements of Operations for the three
              months and six months ended June 30, 2001 and June 30, 2000.

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

         3)   Consolidated Condensed Statements of Cash Flows for the six
              months ended June 30, 2001 and June 30, 2000.

         4)   Notes to Consolidated Condensed Financial Statements as of June
              30, 2001.

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

PART II  --   OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders
-------  ---------------------------------------------------

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


                                       i
<PAGE>

                         PART I -- FINANCIAL INFORMATION
                         -------------------------------


Item 1.  Financial Statements
-------  --------------------


<TABLE>
<CAPTION>
                         TECHDYNE, INC. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                       Three Months Ended               Six Months Ended
                                                            June 30,                        June 30,
                                                  ----------------------------    ----------------------------
                                                      2001            2000            2001            2000
                                                      ----            ----            ----            ----
<S>                                               <C>             <C>             <C>             <C>
Revenues:
   Sales                                          $  9,311,956    $ 12,280,407    $ 22,556,083    $ 24,918,801
   Interest and other income                           172,946          16,572         182,135          26,791
                                                  ------------    ------------    ------------    ------------
                                                     9,484,902      12,296,979      22,738,218      24,945,592
Cost and expenses:
   Cost of goods sold                                8,990,433      10,859,971      20,766,708      22,335,937
   Selling, general and administrative expenses        975,806       1,204,937       2,119,761       2,403,317
   Stock option note writeoff and bonus
      compensation                                     304,000              --         304,000              --
   Shutdown of Scotland manufacturing
      operations                                       225,000              --         225,000              --
   Provision for doubtful accounts                     104,000              --         104,000              --
   Interest expense                                    168,356         202,669         361,592         397,635
                                                  ------------    ------------    ------------    ------------
                                                    10,767,595      12,267,577      23,881,061      25,136,889
                                                  ------------    ------------    ------------    ------------

(Loss) income before income taxes                   (1,282,693)         29,402      (1,142,843)       (191,297)

Income tax (benefit) provision                        (114,323)         65,039          24,743          45,343
                                                  ------------    ------------    ------------    ------------

   Net loss                                       $ (1,168,370)   $    (35,637)   $ (1,167,586)   $   (236,640)
                                                  ============    ============    ============    ============

Loss per share:
   Basic                                          $       (.18)   $       (.01)   $       (.18)   $       (.04)
                                                  ============    ============    ============    ============
   Diluted                                        $       (.18)   $       (.01)   $       (.18)   $       (.04)
                                                  ============    ============    ============    ============
</TABLE>


See notes to consolidated condensed financial statements.

                                       1
<PAGE>

<TABLE>
<CAPTION>
                         TECHDYNE, INC. AND SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS


                                                                        June 30,      December 31,
                                                                          2001           2000(A)
                                                                      ------------    ------------
                                                                      (Unaudited)
                                     ASSETS
<S>                                                                   <C>             <C>
Current assets:
  Cash and cash equivalents                                           $    147,886    $    506,824
  Accounts receivable, less allowances of $241,000 at June 30, 2001
    and $120,000 at December 31, 2000                                    6,844,393       7,851,926
  Inventories, less allowances for obsolescence of $462,000 at
    June 30, 2001 and $783,000 at December 31, 2000                      9,186,753      10,183,134
  Prepaid expenses and other current assets                                715,839         701,507
  Deferred tax asset                                                       498,097         498,097
                                                                      ------------    ------------
         Total current assets                                           17,392,968      19,741,488

Property and equipment:
  Land and improvements                                                    170,400         178,800
  Buildings and building improvements                                      657,994         690,431
  Machinery and equipment                                                7,824,809       7,654,995
  Tools and dies                                                           315,875         450,583
  Leasehold improvements                                                   531,812         621,788
                                                                      ------------    ------------
                                                                         9,500,890       9,596,597
  Less accumulated depreciation and amortization                         4,991,315       4,605,128
                                                                      ------------    ------------
                                                                         4,509,575       4,991,469
Deferred expenses and other assets                                          40,003          41,193
Costs in excess of net tangible assets acquired, less accumulated
  amortization of $532,000 at June 30, 2001
  and $459,000 at December 31, 2000                                      3,028,315       3,101,635
                                                                      ------------    ------------
                                                                      $ 24,970,861    $ 27,875,785
                                                                      ============    ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                    $  3,044,663    $  4,248,750
  Accrued expenses                                                       1,401,006       1,826,546
  Current portion of long-term debt                                        624,660         625,048
  Income taxes payable                                                      79,176          99,433
  Advances payable to Medicore                                             189,330         498,900
                                                                      ------------    ------------
         Total current liabilities                                       5,338,835       7,298,677

Deferred gain on sale of real estate                                            --         161,047
Long-term debt, less current portion                                     8,813,276       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                                             (607,004)        560,582
  Accumulated other comprehensive loss                                    (277,586)       (222,325)
  Notes receivable from options exercised                                 (207,825)       (415,650)
                                                                      ------------    ------------
         Total stockholders' equity                                     10,670,150      11,581,172
                                                                      ------------    ------------
                                                                      $ 24,970,861    $ 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>

<TABLE>
<CAPTION>
                         TECHDYNE, INC. AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                                      Six Months Ended
                                                                          June 30,
                                                                 --------------------------
                                                                     2001           2000
                                                                 -----------    -----------
<S>                                                              <C>            <C>
Operating activities:
  Net loss                                                       $(1,167,586)   $  (236,640)
  Adjustments to reconcile net loss to net cash
      (used in) provided by operating activities:
    Depreciation                                                     659,500        615,574
    Amortization                                                      74,483         86,776
    Provision for inventory obsolescence                             189,805        239,950
    Bad debt expense                                                 104,000             --
    Consultant stock option expense                                       --         16,553
    Gain on asset sale                                              (161,047)            --
    Forgiveness of stock option notes                                207,825             --
    Increase (decrease) relating to operating activities from:
      Accounts receivable                                            862,711        369,870
      Inventories                                                    778,727       (863,393)
      Prepaid expenses and other current assets                      (21,443)      (331,747)
      Accounts payable                                            (1,193,699)       221,496
      Accrued expenses                                              (411,718)       302,426
      Income taxes payable                                           (20,257)      (139,678)
                                                                 -----------    -----------
         Net cash (used in) provided by operating activities         (98,699)       281,187

Investing activities:
  Additions to property and equipment, net of minor
      disposals                                                     (235,238)      (735,246)
  Subsidiary acquisition payments                                         --       (395,806)
  Deferred expenses and other assets                                    (423)        (4,544)
                                                                 -----------    -----------
         Net cash used in investing activities                      (235,661)    (1,135,596)

Financing activities:
  Proceeds from long-term borrowings                                      --        150,000
  Line of credit net borrowings                                      524,692        889,644
  Payments on long-term borrowings                                  (271,868)      (283,778)
  Exercise of stock options                                               --          1,450
  Increase (decrease) in advances from Medicore                     (309,570)        13,093
  Deferred financing costs                                              (310)            --
                                                                 -----------    -----------
         Net cash (used in) provided by financing activities         (57,056)       770,409

Effect of exchange rate fluctuations on cash                          32,478         26,369
                                                                 -----------    -----------

Decrease in cash and cash equivalents                               (358,938)       (57,631)

Cash and cash equivalents at beginning of period                     506,824        190,343
                                                                 -----------    -----------

Cash and cash equivalents at end of period                       $   147,886    $   132,712
                                                                 ===========    ===========
</TABLE>


See notes to consolidated condensed financial statements.

                                        3
<PAGE>

                         TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 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 Holdings Limited ("Holdings"), the parent
company of Simclar International Limited ("Simclar"), which purchased 4,674,620
shares (71.3%) of common stock of the Company from the Company's former parent,
Medicore, Inc. ("Medicore"), on June 27, 2001, and on that date transferred the
71.3% interest to Holdings. Unless the context otherwise dictates, Holdings and
Simclar will collectively be referred to as "Simclar" or the "Parent." 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:

                                    Three Months Ended     Six Months Ended
                                          June 30,              June 30,
                                    -------------------   -------------------
                                      2001       2000       2001       2000
                                      ----       ----       ----       ----
              Interest Income       $  7,106   $ 12,458   $ 15,877   $ 20,374
              Other Income             4,793      4,114      5,211      6,417
              Gain on asset sales    161,047         --    161,047         --
                                    --------   --------   --------   --------
                                    $172,946   $ 16,572   $182,135   $ 26,791
                                    ========   ========   ========   ========

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:

                                             June 30,    December 31,
                                               2001          2000
                                           -----------   -----------
              Finished goods               $   806,455   $   658,966
              Work in process                1,631,157     2,586,900
              Raw materials and supplies     6,749,141     6,937,268
                                           -----------   -----------
                                           $ 9,186,753   $10,183,134
                                           ===========   ===========

Accrued Expenses and Other Current Liabilities

         Accrued expenses and other current liabilities is comprised as follows:

                                             June 30,    December 31,
                                               2001          2000
                                           -----------   -----------

              Accrued compensation         $   336,392   $   518,436
              Other                          1,064,614     1,308,110
                                           -----------   -----------
                                           $ 1,401,006   $ 1,826,546
                                           ===========   ===========

                                       4
<PAGE>

                         TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 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 six months ended June 30, 2001 or for
the same periods of the preceding year, as a result of exercise prices and the
net losses, and to include them would be anti-dilutive.

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

                             Three Months Ended            Six Months Ended
                                   June 30,                    June 30,
                          -------------------------   -------------------------
                              2001          2000          2001          2000
                              ----          ----          ----          ----
Net loss                  $(1,168,370)  $   (35,637)  $(1,167,586)  $  (236,640)
                          ===========   ===========   ===========   ===========

Weighted average shares     6,556,990     6,596,990     6,556,990     6,553,171
                          ===========   ===========   ===========   ===========

Loss per share:
   Basic                  $      (.18)  $      (.01)  $      (.18)  $      (.04)
                          ===========   ===========   ===========   ===========
   Diluted                $      (.18)  $      (.01)  $      (.18)  $      (.04)
                          ===========   ===========   ===========   ===========

         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 six
months ended June 30, 2001 and June 30, 2000:

<TABLE>
<CAPTION>
                                            Three Months Ended             Six Months Ended
                                                 June 30,                      June 30,
                                        --------------------------    --------------------------
                                            2001          2000          2001          2000
                                            ----          ----          ----          ----
<S>                                     <C>            <C>            <C>            <C>
         Net loss                       $(1,168,370)   $   (35,637)   $(1,167,586)   $  (236,640)
         Other comprehensive loss:
         Foreign currency translation           (54)       (89,371)       (55,261)       (99,536)
                                        -----------    -----------    -----------    -----------
         Comprehensive loss             $(1,168,424)   $  (125,008)   $(1,222,847)   $  (336,176)
                                        ===========    ===========    ===========    ===========
</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
Financial Accounting Standards Board Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (FAS 133). FAS 133 is effective
for fiscal quarters of fiscal years beginning after June 15, 2000. FAS 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 instruments be measured at fair value. Since the Company
does not presently utilize derivative financial instruments, the adoption of FAS
133 has had no effect on its results of operations, financial position or cash
flows.

                                       5
<PAGE>

                         TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2001
                                   (Unaudited)


NOTE 2--Interim Adjustments

         The financial summaries for the three months and six months ended June
30, 2001 and June 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 six months ended June 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 $4,486,000 at June 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 $733,000 at
June 30, 2001 and $833,000 at December 31, 2000. The loans are secured 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 Financial Accounting Standards Board
Statement No. 95, "Statement of Cash Flows" (FAS 95).

         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 $2,708,000 at June 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 $653,000 at June 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 $78,000 at June 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 6.75% as of June 30, 2001, and 9.5% as of December
31, 2000.

         Lytton had an equipment loan at an annual interest rate of 5.5%
maturing in April 2001 with monthly payments of principal and interest of
$4,298. This loan had a balance of approximately $66,000 at December 31, 2000
and was secured 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 $374,000 at June 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
                                  June 30, 2001
                                   (Unaudited)


NOTE 3--Long-term Debt--Continued

         In conjunction with its purchase of Medicore's 71.3% 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.

         Interest payments on debt amounted to approximately $173,000 and
$366,000 for the three months and six months ended June 30, 2001 and $193,000
and $345,000 for the same periods of the preceding year.

NOTE 4--Income Taxes

         The Company files separate federal and state income tax returns from
its Parent, 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 has been recognized to offset a portion
of the deferred tax assets.

         The Company had domestic income tax (benefit) expense of approximately
$(114,000) and $25,000 for the three months and six months ended June 30, 2001
and $65,000 and $45,000 for the same period of the preceding year.

         Techdyne (Europe) had no income tax expense or benefit for the three
months and six months ended June 30, 2001 or the same periods of the preceding
year due to its loss.

         Income tax payments amounted to $128,000 and $130,000 for the three
months and six months ended June 30, 2001 and $10,000 and $342,000 for the same
periods of the preceding year.

NOTE 5--Transactions with Medicore

         The Company's former parent, Medicore, provided certain financial and
administrative services to the Company under a service agreement. The amount of
expenses covered under the service agreement totaled $90,000 and $180,000 for
the three months and six months ended June 30, 2001 and for the same periods of
the preceding year. Subsequent to Medicore's sale of its 71.3% ownership
interest to Simclar on June 27, 2001, Medicore continued to provide services
under the agreement through July 15, 2001, the termination date of the
agreement, for additional consideration of $15,000.

         Advances payable to Medicore on the balance sheet were approximately
$189,000 at June 30, 2001 and $499,000 at December 31, 2000 with interest at
5.7%. Interest on the advances amounted to approximately $3,000 and $8,000 for
the three months and six months ended June 30, 2001 and $7,000 and $14,000 for
the same periods of the preceding year and is included in the advance payable.
Simclar agreed to attempt to refinance the Company's long-term debt and the
advances payable to Medicore within 60 days from June 27, 2001, the closing date
of its purchase of 71.3% of the Company. In the event that suitable financing is
not available, Simclar, Medicore and the Company will agree on a date by which
the Company will repay the advances in full. See Notes 1, 3 and 9. It is
anticipated that the advances will be repaid within one year; therefore the
advances are reflected as current at June 30, 2001.

         On March 27, 1990, the Company sold real property to Medicore. 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 71.3% interest in the Company to Simclar.

                                       7
<PAGE>

                         TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 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 $17,000 and
$37,000 for the three months and six months ended June 30, 2001 and
approximately $20,000 and $42,000 for the same periods of the preceding year.

         Lytton leases its operating facilities from an entity owned by Lytton
Crossley, a director of the Company and the former President of Lytton, and his
wife, the former owner of Lytton. 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 six months ended June 30, 2001,
approximately $115,000 was paid under the lease compared to approximately
$112,000 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 $1,650 for the exercises of the
options, with 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 one promissory note for the 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 in
the stockholders' equity section of the balance sheet, with interest at 6.19%.
In June 2001, the Company forgave $49,425 of the promissory notes relating to
the February and April 1995 options and related accrued interest of $4,098. The
remaining balance of $202,875 in promissory notes relating to the February and
April 1995 options is presented in 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 June 30, 2001 (320,000 at July 31, 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 June 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 June 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 8,000 options outstanding at June 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 June 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 having vested
immediately, and originally the balance to vest one-third on October 16, 2001
and one-third 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.

                                       8
<PAGE>

                         TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2001
                                   (Unaudited)


NOTE 7--Stock Options--Continued

         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, of which only options for 6,250 shares vested, and which
options expired on May 14, 2001.

         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 and 300,000 shares of the Company's common stock. The Company guaranteed
the seller 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 consideration of approximately $396,000, $290,000 and
$154,000 was paid in April 2000, April 1999 and April 1998, respectively, based
on pre-defined 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 Medicore's Interest

         On April 6, 2001, the Company's then parent, Medicore, entered into an
Agreement for Sale and Purchase of Shares with Simclar 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 was consummated.

NOTE 10--Cessation of Scotland Manufacturing Operations

         As a result of continuing operating losses, in the second quarter of
2001 the Company decided to discontinue the manufacturing operations of its
European subsidiary, Techdyne (Europe) Limited. In May, 2001, Techdyne (Europe)
entered into a management agreement with Simclar pursuant to which Simclar
manufactures products for Techdyne (Europe) and assists in management
coordination. At June 30, 2001, the Company incurred costs of approximately
$225,000, primarily from post-employment benefits, as a result of its
discontinuing of its European manufacturing operations.

NOTE 11--Subsequent Event

         In August 2001, one of the Company's customers filed for reorganization
under Chapter 11 of the Bankruptcy Act. As of June 30, 2001, this customer owed
the Company approximately $215,000. At the time of its Chapter 11 filing, the
customer owed the Company approximately $128,000. The Company has recorded a
reserve of $104,000 as of June 30, 2001 for the estimated uncollectible
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. These 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.

         Control of our Company has changed hands on June 27, 2001, when our
former parent, Medicore, sold 4,674,620 shares of our Company which it owned
(71.3%) to Simclar, a private U.K. company also engaged in electronic and
electro-mechanical contract manufacturing. The change in control to our new
Parent also involved a change in management. Although it is too early to make
any determinations, our new management may have different priorities and
direction for our business strategy. Our new Parent has indicated that its
purpose in acquiring control of our Company is to develop and grow, with our new
Parent, the contract manufacturing operations in the United States, expand our
customer base, broaden product lines, and provide efficiencies in equipment,
supplies, labor and costs. Our new management and new Parent also has the
opportunity to attempt to achieve these goals over the next few years. There can
be no assurance as to the extent these strategies will be successful.

         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. See Notes 10 and 11 to "Notes to Consolidated Condensed
Financial Statements."

         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. 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.
                                       10
<PAGE>
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 six months of 2001, but more specifically in the
second quarter, we experienced excess capacity in all of our locations.

Results of Operations

         Consolidated revenues decreased approximately $2,812,000 (23%) and
$2,207,000 (9%) for the three months and six months ended June 30, 2001 compared
to the same periods of the preceding year. There was a decrease in domestic
sales of $2,483,000 (22%) and $2,070,000 (9%), and a decrease in European sales
of $769,000 (65%) and $841,000 (38%) for the three months and six months ended
June 30, 2001 compared to the same periods of the preceding year. The overall
decrease in domestic sales included sharp decreases of $2,786,000 and $4,157,000
in Techdyne sales and increases of $303,000 and $2,087,000 in Lytton sales for
the three months and six months ended June 30, 2001 respectively. Techdyne
sales, which are comprised largely of cable and harness assemblies, have been
affected substantially by the general economic slowdown with customers pushing
out orders due to a downturn in the economic outlook in their particular
industries. Lytton is more focused on printed circuit board manufacturing,
primarily for the food preparation equipment industry. While Lytton sales have
been affected by a downturn in the economic outlook of customers in the
industries it serves, the effect occurred later, and it is anticipated, although
no assurance can be given, that Lytton will experience an upturn sooner.

         Interest and other income increased by $156,000 and $155,000 for the
three months and six months ended June 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 71.3% interest in the Company. This gain was previously deferred
when we sold our real property to Medicore in March, 1990, as a result of
Medicore then being our parent. 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 $425,000 and $595,000 for the three months and six
months ended June 30, 2001 and $114,000 and $207,000 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 costs 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 six months ended
June 30, 2001 were made to five customers. The only customer generating at least
10% of sales was ITW (formerly PMI Food Equipment Group) (24%). Approximately
$5,333,000 (38%) of Lytton's sales for the six months ended June 30, 2001 were
to its major customer, ITW. The loss of, or substantially reduced sales to any
major customer would have an adverse effect on our operations if such sales are
not replaced.

         Cost of goods sold as a percentage of sales amounted to 97% and 92% for
the three months and six months ended June 30, 2001 and 88% and 90% 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.

         Selling, general and administrative expenses, decreased by
approximately $229,000 and $284,000 for the three months and six months ended
June 30, 2001 compared to the same periods of the preceding year, reflecting the
result of management cost reduction efforts. The second quarter of 2001 includes
approximately $304,000 expense related to forgiveness of stock option notes and
related accrued interest, and bonuses for certain officers and

                                       11
<PAGE>

directors, and a $104,000 provision for doubtful accounts due to a customer's
Chapter 11 Bankruptcy filing in August 2001. See Notes 7 and 11 to "Notes to
Consolidated Condensed Financial Statements."

         Interest expense decreased approximately $34,000 and $36,000 for the
three months and six months ended June 30, 2001 compared to the same periods of
the preceding year reflecting lower interest rates during 2001. The prime rate
was 6.75% at June 30, 2001 and 9.50% at December 31, 2000.

Liquidity and Capital Resources

         We had working capital of $12,054,000 at June 30, 2001, a decrease of
$389,000 (3%) during the first half of 2001. Included in the changes in
components of working capital was a decrease of $359,000 in cash and cash
equivalents, which included net cash used in operating activities of $99,000,
net cash used in investing activities of $236,000, (primarily from additions to
property and equipment), and net cash provided by financing activities of
$57,000 (including net line of credit borrowings of $525,000, payments on
long-term debt of $272,000 and decrease in advances from our former parent of
$310,000).

         On February 9, 2000, we entered into two credit facilities with The
Provident Bank in Ohio for an aggregate borrowing of $5,500,000. This new
financing replaced the line of credit and the three commercial loans with
NationsBank of Florida and a smaller borrowing from another Florida bank. The
new financing includes a three-year committed line of credit with an interest
rate of prime minus .25%, or at a fixed rate equal to the relevant quoted LIBOR
rate plus 2.5%, at our election. The line of credit had an outstanding balance
of $4,486,000 at June 30, 2001 and $3,883,000 at December 31, 2000, and
five-year term loan of $1,000,000 at the same interest rate as the revolving
line of credit. The term loan had an outstanding balance of $733,000 at June 30,
2001 and $833,000 at December 31, 2000. See Note 3 to "Notes to Consolidated
Condensed Financial Statements."

         Lytton has a $3,000,000 three year committed line of credit, a
$1,400,000 term loan, and a $500,000 equipment loan agreement with the same bank
as the Company's credit facility. The line of credit, originally for one year,
was amended to a three-year term coinciding with the term of the Company's line
of credit with the interest rates the same as provided to the Company in its
credit facilities. The line of credit had an outstanding balance of $2,708,000
at June 30, 2001 and $2,786,000 at December 31, 2000. The term loan had a
balance of $653,000 at June 30, 2001 and $1,028,000 at December 31, 2000. The
equipment loan agreement had an outstanding balance of $78,000 at June 30, 2001
and $150,000 at December 31, 2000. See Note 3 to "Notes to Consolidated
Condensed Financial Statements."

         Lytton had an equipment loan which matured in April 2001 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 $374,000 at June 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."

         In conjunction with its purchase of Medicore's 71.3% interest in the
Company, Simclar stated that 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. If Simclar is unable to secure suitable financing, Simclar, Medicore
and the Company will agree when the advances payable to Medicore will be repaid
in full. See Notes 1,3,5, and 9 to "Notes to Consolidated Condensed Financial
Statements".

         We 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 9 to "Notes
to Consolidated Condensed Financial Statements."

         In April 2001, Medicore 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
was completed. See Note 9 "Notes to Consolidated Condensed Financial
Statements."

                                       12
<PAGE>

         One of the Company's customers filed for reorganization under Chapter
11 of the Bankruptcy Act 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."

         We believe that current levels of working capital, additional 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. We attempt 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.

                                       13
<PAGE>

                          PART II -- OTHER INFORMATION
                          ----------------------------

Item 4.  Submission of matter to a Vote of Security Holders
-------  --------------------------------------------------

         We held our annual meeting of stockholders on May 23, 2001 in Hialeah,
Florida relating to the election of seven directors. Each nominee, Messrs.
Thomas K. Langbein, Barry Pardon, Joseph Verga, Peter D. Fischbein, Anthony C.
D'Amore, Lytton Crossley and Edward Diamond, were elected by a vote of 5,034,060
shares for and no votes withheld. Upon completion of the sale of control of our
Company by Medicore to Simclar, on June 27, 2001, the completion date of the
sale, management changed. As agreed in the Agreement for sale of control, all
the directors resigned except for Barry Pardon, who continues as President, and
Lytton Crossley, who became a member of the audit committee. The five vacancies
were filled with Simclar nominees: Samuel J. Russell, the Managing Director and
90% shareholder of Holdings and our new Chairman of the Board and Chief
Executive Officer; Christina M.J. Russell, the wife of Samuel J. Russell and a
director and 10% owner of Holdings; John I. Durie, Finance Director of Holdings;
Thomas C. Foggo, senior partner of Skene Edwards, W.S., legal advisors to
Holdings and a member of our audit committee; and Kenneth Greenhalgh, a
management consultant to Holdings and a member of our audit committee.

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

         (a)      Exhibits

                  Part I Exhibits

                           None

                  Part II Exhibits

                           None

         (b)      Reports on Form 8-K

                  A Current Report was filed on July 11, 2001 with respect to
                  "Item 1, Change in Control of Registrant."


                                   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: August 13, 2001


                                       14