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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

         For the quarter ended JUNE 30, 1997

                                       or

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

         For the period from__________to_________

                       Commission File Number 33-13110-NY

                            MEDTECH DIAGNOSTICS, INC.
        (Exact name of small business issuer as specified in its charter)

DELAWARE                                             11-2831380
(State or other jurisdiction of                   (I.R.S. Employer
incorporation of organization)                    Identification No.)

201 S. BISCAYNE BLVD, SUITE 2950, MIAMI, FL              33131
(Address of principal executive offices)              (Zip code)

                                 (305) 536-8500
                (Issuer's telephone number, including area code)

Check 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 periods 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   No___

APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: July 15, 1997 - 281,400,000

Transitional Small Business Disclosure Format (check one)  Yes___ No  X

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                            MEDTECH DIAGNOSTICS, INC.

                                                                                                              Pages
<S>                                                                                                            <C>   
PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements:

           Balance Sheet - June 30, 1997                                                                          3

           Statements of Operations - Three and nine months ended June 30, 1997 and 1996                          4

           Statements of Cash Flows - Nine months ended June 30, 1997                                             5

           Notes to Financial Statements                                                                        6-7

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations.                                                                             8

PART II.   OTHER INFORMATION

Item 1.    Legal proceedings                                                                                      9

Item 2.    Changes in securities                                                                                  9

Item 3.    Defaults upon senior securities                                                                        9

Item 4.    Submission of matters to a vote of security holders                                                    9

Item 5.    Other information                                                                                      9

Item 6.    Exhibits and reports on Form 8-K                                                                       9

SIGNATURES                                                                                                       10
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                                    Page 2 of 10


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                            MEDTECH DIAGNOSTICS, INC.
                                  Balance Sheet
                                  June 30, 1997

                                  - Unaudited -

                                     ASSETS

Current Assets:
     Cash and cash equivalents                                   $    230,619
                                                                 ============



                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses                       $      4,100

Commitments and contingencies

Stockholders' equity
     Common stock, par value $.00001; authorized,
       500,000,000 shares; 281,400,000 issued and
       outstanding                                                      2,814
     Capital in excess of par value                                 1,436,745
     Accumulated deficit                                           (1,213,040)
                                                                 ------------
                                                                      226,519
                                                                 ------------
                                                                 $    230,619
                                                                 ============

The accompanying notes are an integral part of these statements

                                  Page 3 of 10


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                            MEDTECH DIAGNOSTICS, INC.
                            Statements of Operations
           For the three and nine months ended June 30, 1997 and 1996

                                  - Unaudited -

                                                   THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                        JUNE 30,                           JUNE 30,
                                           --------------------------------   ----------------------------
                                                1997              1996             1997              1996
                                                ----              ----             ----              ----
<S>                                        <C>               <C>                <C>              <C>  

Interest income                            $   2,703         $   1,569          $   5,966        $   5,020

Costs and expenses:
     General & administrative                  9,530             2,418             16,053            7,889
                                           ---------         ---------          ---------        ---------

Net loss                                   $  (6,827)        $    (849)         $ (10,087)       $  (2,869)
                                           =========         =========          =========        =========

Net loss per common share                  $       -         $       -          $       -        $       -
                                           =========         =========          =========        =========

Weighted average number of
 shares outstanding (thousands)              281,400           281,400            281,400          281,400
                                           =========         =========          =========        =========
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The accompanying notes are an integral part of these statements

                                  Page 4 of 10


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                            MEDTECH DIAGNOSTICS, INC.
                            Statements of Cash Flows
                For the nine months ended June 30, 1997 and 1996

                                  - Unaudited -

                                                            NINE MONTHS ENDED
                                                                  JUNE 30,
                                                         -----------------------
                                                            1997          1996
                                                            ----          ----

Net loss                                                  $ (10,087)   $ (2,869)

Adjustments to reconcile net loss to 
 net cash used in operating activities:

     Changes in operating assets and liabilities:
      (Decrease) increase in accounts payable and
       accrued expenses                                      (2,900)    (10,950)
                                                          ----------  ---------

     Net cash used in operating activities                  (12,987)    (13,819)
                                                          ----------  ---------

Net decrease in cash and cash equivalents                   (12,987)    (13,819)

Cash and cash equivalents at beginning of period            243,606     258,966
                                                          ---------   ---------

Cash and cash equivalents at end of period                $ 230,619   $ 245,147
                                                          =========   =========

The accompanying notes are an integral part of these statements

                                  Page 5 of 10


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                           MEDTECH DIAGNOSTICS, INC.
                          Notes to Financial Statements
                                  June 30, 1997

NOTE A - SUMMARY OF ACCOUNTING PRINCIPLES

The accompanying unaudited financial statements of Medtech Diagnostics, Inc.
(the "Company") have been prepared in accordance with generally accepted
accounting principles for interim reporting and instructions to Form 10-QSB.
Accordingly, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. In the opinion of management, the
accompanying interim financial statements reflect all adjustments, consisting
only of normal recurring accruals, necessary to present fairly the Company's
financial position and its results of operations and cash flows for the three
and nine month periods ended June 30, 1997 and 1996.

It is suggested that these interim financial statements be read in conjunction
with the Company's 1996 Annual Report on Form 10-KSB. The results of operations
for the interim periods are not necessarily indicative of the results to be
expected for the complete fiscal year.

1.   Organization and operations

     Medtech Diagnostics Inc., previously a development stage company
     incorporated under the laws of Delaware on October 27, 1986, was engaged in
     research and testing which it hoped would lead to the development of a home
     Pap Test Kit. In 1991, the Company suspended all operations except for
     necessary administrative expenses. The Company is currently seeking
     companies to merge with or acquire, so as to best utilize the Company's
     cash and corporate structure.

2.   Basis of presentation

     The accompanying financial statements have been prepared assuming that the
     Company will continue as a going concern. The Company has sustained losses
     since inception resulting in an accumulated deficit of $1,203,953 as of
     September 1996. This raises substantial doubt about the Company's ability
     to continue as a going concern. These financial statements do not include
     any adjustments that may result should the Company be unable to continue in
     existence.

3.   Net loss per common share

     Net loss per common share is based on the average common shares outstanding
     during the respective periods.

                                  Page 6 of 10


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                            MEDTECH DIAGNOSTICS, INC.
                    Notes to Financial Statements (continued)
                                  June 30, 1997

NOTE A - SUMMARY OF ACCOUNTING PRINCIPLES (continued)

4.   Cash and cash equivalents

     For the purposes of the Statements of Cash Flows, the Company considers all
     highly liquid debt instruments purchased with maturity of three months or
     less to be cash equivalents.

5.   Concentration of credit risk

     The Company maintains certain cash balances at one financial institution
     located in Miami, Florida. These balances are insured by the Federal
     Deposit Insurance Corporation up to $100,000. As of June 30, 1997,
     uninsured balances aggregate approximately $130,000.

NOTE B - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes."

As of September 30, 1996, the Company had net operating loss carryforwards of
approximately $1,203,000 expiring September 30, 2002 through September 30, 2011.
On June 5, 1996, the Company sold 141,000,000 shares of its common stock, which
resulted in a more than 50% change of stock ownership. Consequently, under
Section 382 of the Internal Revenue Code, the Company's ability to utilize the
net operating loss carryforwards is subject to an annual limitation of
approximately $14,000 and accordingly, the maximum net operating loss
carryforward presently available is approximately $219,000.

NOTE C - RELATED PARTY TRANSACTIONS

Currently, the Company, at no charge to the Company, utilizes a portion of the
premises occupied by a company of which the Company's officers are principals.

                                  Page 7 of 10


<PAGE>

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

The following discussion and analysis provides information which the Company's
management believes to be relevant to an assessment and understanding of the
Company's results of operations and financial condition. This discussion should
be read in conjunction with the financial statements and notes thereto included
elsewhere herein.

RESULTS OF OPERATIONS

In 1991, the Company suspended all operations except for necessary
administrative matters and ceased to be an operating company. As such, for the
three and six months ended March 31, 1997 and 1996, the Company had no revenue
from operations. Given the virtual suspension of the Company's operations,
except for necessary administrative matters, the Company's officers have waived
current compensation.

During the three and nine months ended June 30, 1997 the Company received
interest income of $2,703 and $5,966, respectively. General and administrative
expenses for the three and nine months ended June 30, 1997 were $9,530 and
$16,053, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 1997, the Company had working capital of $226,519. The Company's
management is currently seeking to arrange for a merger, acquisition or other
arrangement by and between the Company and a viable operating entity, although
there is no assurance that this will occur.

                                  Page 8 of 10


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PART II - OTHER INFORMATION

Item 1. Legal Proceedings                           None

Item 2. Changes in Securities                       None

Item 3. Defaults upon Senior Securities             None

Item 4. Submission of Matters to a Vote of
         Security Holders                           None

Item 5. Other Information                           None

Item 6. Exhibits and Reports on Form 8-K            None



                                  Page 9 of 10


<PAGE>


                                   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 duly authorized.

                               MEDTECH DIAGNOSTICS, INC.

July 17, 1997                  by: /S/ STEVEN N. BRONSON
                                   ---------------------
                                   Steven N. Bronson
                                   President and Chief Executive Officer

July 17, 1997                  by: /S/ JAMES S. CASSEL
                                   -------------------
                                   James S. Cassel
                                   Secretary, Treasurer and Principal Accounting
                                   Officer




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