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 March 31, 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 April 30, 2001.

<PAGE>

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

                                     INDEX

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

     The Consolidated Condensed Statements of Operations (Unaudited) for the
three months ended March 31, 2001 and March 31, 2000 include the accounts of
the Registrant and its subsidiaries.

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

     1)  Consolidated Condensed Statements of Operations for the three months
         ended March 31, 2001 and March 31, 2000.

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

     3)  Consolidated Condensed Statements of Cash Flows for the three months
         ended March 31, 2001 and March 31, 2000.

     4)  Notes to Consolidated Condensed Financial Statements as of March 31,
         2001.

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

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

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

<PAGE>

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

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

                          TECHDYNE, INC. AND SUBSIDIARIES

                  CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                       Three Months Ended
                                                            March 31,
                                                     -----------------------
                                                        2001         2000
                                                        ----         ----
Revenues:
  Sales                                              $13,244,127   $12,638,394
  Interest and other income                                9,189        10,219
                                                     -----------   -----------
                                                      13,253,316    12,648,613

Cost and expenses:
  Cost of goods sold                                  11,776,275    11,475,966
  Selling, general and administrative expenses         1,143,955     1,198,380
  Interest expense                                       193,236       194,966
                                                     -----------   -----------
                                                      13,113,466    12,869,312

Income (loss) before income taxes                        139,850      (220,699)

Income tax provision (benefit)                           139,066       (19,696)
                                                     -----------   -----------

   Net income (loss)                                 $       784   $  (201,003)
                                                     ===========   ===========

Earnings (loss) per share:
   Basic                                                 $--           $(.03)
                                                         ===           =====
   Diluted                                               $--           $(.03)
                                                         ===           =====

See notes to consolidated condensed financial statements.

<PAGE>

                          TECHDYNE, INC. AND SUBSIDIARIES

                        CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                       March 31,   December 31,
                                                         2001         2000(A)
                                                       ---------   ------------
                                                      (Unaudited)
<C>                                                  <C>           <C>
                          ASSETS
Current assets:
  Cash and cash equivalents                          $   151,263   $   506,824
  Accounts receivable, less allowances of
   $134,000 at March 31, 2001
   and $120,000 at December 31, 2000                   8,775,375     7,851,926
  Inventories, less allowances for obsolescence
   of $709,000 at March 31, 2001 and $783,000 at
   December 31, 2000                                   9,788,750    10,183,134
  Prepaid expenses and other current assets              632,278       701,507
  Deferred tax asset                                     498,097       498,097
                                                     -----------   -----------
          Total current assets                        19,845,763    19,741,488

Property and equipment:
  Land and improvements                                  170,400       178,800
  Buildings and building improvements                    657,994       690,431
  Machinery and equipment                              7,700,880     7,654,995
  Tools and dies                                         448,092       450,583
  Leasehold improvements                                 652,531       621,788
                                                     -----------   -----------
                                                       9,629,897     9,596,597
  Less accumulated depreciation and amortization       4,868,345     4,605,128
                                                     -----------   -----------
                                                       4,761,552     4,991,469
Deferred expenses and other assets                        40,450        41,193
Costs in excess of net tangible assets acquired,
   less accumulated amortization of $495,000 at
   March 31, 2001 and $459,000 at December 31, 2000    3,064,975     3,101,635
                                                     -----------   -----------
                                                     $27,712,740   $27,875,785
                                                     ===========   ===========

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                   $ 3,870,858   $ 4,248,750
  Accrued expenses                                     1,739,918     1,826,546
  Current portion of long-term debt                      623,403       625,048
  Income taxes payable                                   144,187        99,433
  Advances from Parent                                   281,370       498,900
                                                     -----------   -----------
          Total current liabilities                    6,659,736     7,298,677

Deferred gain on sale of real estate                     161,047        161,047
Long-term debt, less current portion                   9,112,608      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
   6,596,990 shares                                       65,570        65,570
  Capital in excess of par value                      11,592,995    11,592,995
  Retained earnings                                      561,366       560,582
  Accumulated other comprehensive loss                  (277,532)     (222,325)
  Notes receivable from options exercised               (415,650)     (415,650)
                                                     -----------   -----------
          Total stockholders' equity                  11,526,749    11,581,172
                                                     -----------   -----------
                                                     $27,712,740   $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.

<PAGE>

                          TECHDYNE, INC. AND SUBSIDIARIES

                  CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                              March 31,
                                                          -----------------
                                                          2001         2000
                                                          ----         ----
<S>                                                  <C>           <C>
Operating activities:
  Net income (loss)                                  $       784   $  (201,003)
  Adjustments to reconcile net income (loss)
   to net cash used in operating activities:
    Depreciation                                         313,158       304,696
    Amortization                                          37,660        40,832
    Provision for inventory obsolescence                 112,971       117,938
    Consultant stock option expense                                      8,276
    Increase (decrease) relating to operating
     activities from:
      Accounts receivable                               (961,269)      (83,410)
      Inventories                                        260,764       495,828
      Prepaid expenses and other current assets           62,700      (298,987)
      Accounts payable                                  (369,382)   (1,027,590)
      Accrued expenses                                   (74,748)       51,465
      Income taxes payable                                44,754      (123,554)
                                                     -----------   -----------
          Net cash used in operating activities         (572,608)     (715,509)

Investing activities:
  Additions to property and equipment, net of
   minor disposals                                      (132,608)     (120,140)
  Deferred expenses and other assets                        (717)         (400)
                                                     -----------   -----------
          Net cash used in investing activities         (133,325)     (120,540)

Financing activities:
  Line of credit net borrowings (payments)               685,660       854,863
  Proceeds from long-term borrowings                         ---       150,000
  Payments on long-term borrowings                      (138,032)     (143,886)
  Exercise of stock options                                  ---         1,450
  (Decrease) increase in advances from parent           (217,530)       (3,950)
  Deferred financing costs                                  (263)          ---
                                                     -----------   -----------
          Net cash provided by financing activities      329,835       858,477

Effect of exchange rate fluctuations on cash              20,537         1,275
                                                     -----------   -----------

(Decrease) increase in cash and cash equivalents        (355,561)       23,703

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

Cash and cash equivalents at end of period              $151,263      $214,046
                                                     ===========   ===========
</TABLE>

See notes to consolidated condensed financial statements.

<PAGE>

                          TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 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 Medicore, Inc. (the "Parent").  See Note 5.

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.

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:

                                                      March 31,    December 31,
                                                        2001           2000
                                                      ---------     -----------
     Finished goods                                  $   764,709   $   658,966
     Work in process                                   2,049,846     2,586,900
     Raw materials and supplies                        6,974,195     6,937,268
                                                     -----------   -----------
                                                     $ 9,788,750   $10,183,134
                                                     ===========   ===========

Accrued Expenses and Other Current Liabilities

     Accrued expenses and other current liabilities is comprised as follows:

                                                      March 31,    December 31,
                                                        2001           2000
                                                      ---------    -----------
     Accrued compensation                            $   478,031   $   518,436
     Other                                             1,261,887     1,308,110
                                                     -----------   -----------
                                                     $ 1,739,918   $ 1,826,546

Earnings (Loss) per Share

     Diluted earnings 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 ended March 31, 2001 or for the same
period of the preceding year, as a result of exercise prices, and for 2000
the net loss, and to include them would be anti-dilutive.

<PAGE>

                          TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2001
                                   (Unaudited)



NOTE 1--Summary of Significant Accounting Policies--Continued

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

                                                       Three Months Ended
                                                            March 31,
                                                     -----------------------
                                                        2001         2000
                                                        ----         ----
     Net income (loss)

$       784   $  (201,003)
                                                     ===========   ===========
     Weighted average shares                           6,556,990     6,509,353
                                                       =========     =========

     Earnings (loss) per share:
       Basic                                             $--           $(.03)
                                                         ===           =====
       Diluted                                           $--           $(.03)
                                                         ===           =====

      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 ended March
31, 2001 and March 31, 2000:

                                                       Three Months Ended
                                                            March 31,
                                                     -----------------------
                                                        2001         2000
                                                        ----         ----
     Net income (loss)                               $       784   $  (201,003)
     Other comprehensive loss:
     Foreign currency translation                        (55,207)      (10,165)
                                                     -----------   -----------
     Comprehensive loss                              $   (54,423)  $  (211,168)
                                                     ===========   ===========

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.

NOTE 2--Interim Adjustments

     The financial summaries for the three months ended March 31, 2001 and
March 31, 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 ended March 31, 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.

<PAGE>

                          TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2001
                                   (Unaudited)

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 $4,500,000 at March 31,
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 approxi-
mately $783,000 at March 31, 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 $2,855,000 at
March 31, 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
$23,333 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 $966,000 at March 31, 2001 and $1,028,000 at
December 31, 2000.  Lytton also has a $500,000 equipment loan agreement with
the same bank payable through June 30, 2004 with interest at prime minus 1/4%.
This loan had an outstanding balance of $78,000 at March 31, 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 8% as of March 31, 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 2001 with monthly payments of principal and interest of $4,298.  This
loan had a balance of approximately $54,000 at March 31, 2001 and $66,000 at
December 31, 2000 and is 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 $384,000 at March 31, 2001 and $414,000 at December 31, 2000
based on exchange rates in effect at each of these dates.

     Interest payments on debt amounted to approximately $193,000 for the
three months ended March 31, 2001 and $152,000 for the same period 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.

<PAGE>

                          TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2001
                                   (Unaudited)

NOTE 4--Income Taxes-Continued

     The Company had domestic income tax expense (benefit) of approximately
$139,000 for the three months ended March 31, 2001 and $(20,000) for the same
period of the preceding year.

     Techdyne (Europe) had no income tax expense or benefit for the three
months ended March 31, 2001 or the same period of the preceding year due to
its loss and it having utilized all available tax loss carrybacks.

     Income tax payments amounted to $2,000 for the three months ended March
31, 2001 and $332,000 for the same period of the preceding year.

NOTE 5--Transactions with Parent

     The Parent provides certain financial and administrative services to the
Company under a service agreement.  The amount of expenses covered under the
service agreement totaled $90,000 for the three months ended March 31, 2001
and for the same period of the preceding year.

     Advances from the Parent on the balance sheet represent an advance
payable to the Parent of approximately $281,000 at March 31, 2001 and
$499,000 at December 31, 2000 with interest at 5.7%.  Interest on the
advances amounted to approximately $5,000, for the three months ended March
31, 2001 and $7,000 for the same period of the preceding year and is included
in the net balance due the Parent.  It is anticipated that the advances will
be repaid within one year; therefore the advances are reflected as current at
March 31, 2001.

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 $20,000 for
the three months ended March 31, 2001 and approximately $22,000 for the same
period of the preceding year.

     Lytton leases its operating facilities from an entity owned by the former
President and currently the part-time Assistant to the 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 three months ended March 31,
2001, approximately $58,000 was paid under the lease compared to approximately
$56,000 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 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.

     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 and the balance in three year promissory notes, presented on the
stockholders' equity section of the balance sheet, with interest at 6.19%.

<PAGE>

                          TECHDYNE, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2001
                                   (Unaudited)

NOTE 7--Stock Options-Continued

     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 March 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 March 31, 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 out-
standing at March 31, 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 March 31, 2001.  On May 24, 2000, the
Company granted 3,000 options exercisable fro three years through May 23, 2002
at $4.00 per share, which remain outstanding at March 31, 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.

     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
through May 14, 2001 at $4.25 per share.  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.

     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 expense during the three months
ended March 31, 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 Parent's Interest

     On April 6, 2001, the Company's 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 is subject to Medicore shareholder approval.

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, which is expected to occur by the beginning of June
2001.  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 estimates it will
initially incur a cost of approximately $250,000, primarily from post-
employment benefits, as a result of this decision.

<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.  The
electronics industry is also subject to economic cycles and has in the past
experienced, and is likely in the future to experience, recessionary periods.
A general recession in the electronics industry 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.  We generally have idle capacity and reduced operating
margins during periods of lower-volume production.

<PAGE>

Results of Operations

     Consolidated revenues increased approximately $605,000 (5%) for the three
months ended March 31, 2001 compared to the same period of the preceding year.
There was an increase in domestic sales of $678,000 (6%), and a decrease in
European sales of $72,000 (7%) for the three months ended March 31, 2001
compared to the same period of the preceding year.  Although domestic sales
reflected an overall increase, there was a sharp decrease of $1,122,000 in
Techdyne sales which was more than offset by an increase of $1,800,000 in
Lytton sales.  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, such was not the case during the first
quarter of 2001.

     Significant reductions in sales of Techdyne (Europe) over recent years
have resulted in continuing losses, with net operating losses for this
subsidiary amounting to $170,000 for the three months ended March 31, 2001
and $93,000 for the period 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 estimates it will incur
a cost of up to approximately $250,000, primarily from post-employment
benefits.  In May 2001, Techdyne (Europe) entered into a management agreement
with Simclar International Limited, a private United Kingdom company with
which the Company's parent has entered into an agreement to sell the parent's
interest in the Company.  See Notes 9 and 10 to "Notes to Consolidated
Condensed Financial Statements."

     Approximately 49% of our consolidated sales for the three months ended
March 31, 2001 were made to four customers. Customers generating at least 10%
of sales included ITW (formerly PMI Food Equipment Group) (20%) and Trilithic
(11%). Approximately $2,623,000 (34%) of Lytton's sales for the three months
ended March 31, 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 89% for the
three months ended March 31, 2001 and 91% for the same period of the preceding
year reflecting changes in product and customer mix.

     Selling, general and administrative expenses, decreased by approximately
$54,000 (5%) for the three months ended March 31, 2001 compared to the same
period of the preceding year.  The decrease in 2001 compared to the preceding
year reflected the overall result of management cost reduction efforts.
Selling, general and administrative expenses amounted to approximately 9% of
sales for the three months ended March 31, 2001 and for the same period of the
preceding year.

     Interest expense remained relatively stable decreasing approximately
$2,000 for the three months ended March 31, 2001 compared to the same period
of the preceding year.  The prime rate was 8% at March 31, 2001 and 9.50% at
December 31, 2000.

Liquidity and Capital Resources

     We had working capital of $13,186,000 at March 31, 2001, an increase of
$743,000 (6%) during the first quarter of 2001.  Included in the changes in
components of working capital was a decrease of $356,000 in cash and cash
equivalents, which included net cash used in operating activities of $573,000,
net cash used in investing activities of $133,000, (primarily from additions
to property and equipment), and net cash provided by financing activities of
$330,000 (including net line of credit borrowings of $686,000, payments on
long-term debt of $138,000 and decrease in advances from parent of $217,000).

     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 revolving line of credit, renewable
annually at the discretion of the bank, which credit line carries 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 $4,500,000 at March 31, 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
$783,000 at March 31, 2001 and $833,000 at December 31, 2000.  See Note 3
to "Notes to Consolidated Condensed Financial Statements."

<PAGE>

     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 $2,855,000 at March 31, 2001 and $2,786,000 at December 31, 2000.
The term loan had a balance of $966,000 at March 31, 2001 and $1,028,000 at
December 31, 2000.  The equipment loan agreement had an outstanding balance
of $78,000 at March 31, 2001 and $150,000 at December 31, 2000.  See Note 3
to "Notes to Consolidated Condensed Financial Statements."

     Lytton has an equipment loan maturing in April 2001 which had an
outstanding balance of $54,000 at March 31, 2001 and $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 $384,000 at
March 31, 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."

     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, the Company's 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
is subject to Medicore shareholder approval.  See Bite 9 "Notes to
Consolidated Condensed Financial Statements."

     We believe 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.
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.

<PAGE>

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

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

     (a)  Exhibits

          Part I Exhibits

          (99)  Additional Exhibits

                (i)  Management Agreement between Techdyne (Europe) Limited and
                     Simclar International Limited dated May 3, 2001.

          Part II Exhibits

          None

     (b)  Reports on Form 8-K

          There were no reports on Form 8-K filed for the quarter ended March
          31, 2001.

                                   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.

                                     /s/ Daniel R. Ouzts

                                  By--------------------------------------
                                    DANIEL R. OUZTS, Vice President/
                                    Finance, Controller and Chief
                                    Accounting Officer

Dated: May 14, 2001