FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

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

     For the quarterly period ended March 31, 2003

                                       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: 000-27592


                              SCANTEK MEDICAL INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                         84-1090126
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                             Identification No.)

                  4B WING DRIVE, CEDAR KNOLLS, NEW JERSEY 07927
                             (973) 401-0434
             (Address and telephone number, including area code, of
                    registrant's principal executive office)


         (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          NO X
    ---        ---

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

         At April 30, 2003, there were 44,977,398 shares of Common Stock, $.001
par value, outstanding.

<PAGE>

                              SCANTEK MEDICAL INC.

                                      INDEX
                                      -----


Part I.          Financial Information                                  Page
                                                                        ----

   Item 1.       Financial Statements                                    1

                 Consolidated Balance Sheets as of
                    March 31, 2003 (unaudited)                           2

                 Consolidated Statements of Operations
                    and Comprehensive Loss for the
                    Nine Months and Three Months Ended
                    March 31, 2003 and 2002 (unaudited)                  3

                 Consolidated Statements of Cash Flows
                    For the Nine Months Ended March
                    31, 2003 and 2002 (unaudited)                        4

                  Notes to Consolidated Financial Statements           5 - 11
                    (unaudited)

    Item 2.       Management's Discussion and Analysis of
                    Financial Condition and Results of
                    Operations                                           12

    Item 14.        Controls and Procedures                              20

Part II.          Other Information                                      20
                                                                         20
    Item 1.       Legal Proceedings                                      20
    Item 2.       Changes in Securities
    Item 3.       Defaults Upon Senior Securities                        20
    Item 4.       Submission of Matters to a Vote of Security
                     Holders                                             20
    Item 5.       Other Information                                      20
    Item 6.       Exhibits and Report on Form 8-K                        21

Signatures                                                               22







<PAGE>


PART I.  FINANCIAL INFORMATION

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

             Certain information and footnote disclosures required under
accounting principles generally accepted in the United States of America have
been condensed or omitted from the following consolidated financial statements
pursuant to the rules and regulations of the Securities and Exchange Commission.
It is suggested that the following condensed consolidated financial statements
be read in conjunction with the year-end consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-KSB for the
year ended June 30, 2002.

             The results of operations for the nine and three month period ended
March 31, 2003, are not necessarily indicative of the results to be expected for
the entire fiscal year or for any other period.


                                       -1-


<PAGE>

                      SCANTEK MEDICAL INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                                     March 31,
                                                                       2003
                                                                   ------------
                                                                    (Unaudited)
                             ASSETS
Current Assets:
    Cash                                                           $        779
    Marketable securities                                                 2,212
    Inventories                                                         562,037
                                                                   ------------
        Total Current Assets                                            565,028
                                                                   ------------

Property and equipment - net                                            677,803
Other assets - net                                                       18,911
                                                                   ------------

    TOTAL ASSETS                                                   $  1,261,742
                                                                   ============

            LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
    Short-term debt                                                $  1,484,980
    Current portion of long-term debt                                 1,274,560
    Accounts payable (includes $808,303
     to a related party)                                              1,448,594
    Accrued interest                                                  1,626,540
    Accrued salaries                                                  1,967,472
    Accrued expenses                                                    658,217
                                                                   ------------
        Total Current Liabilities                                     8,460,363
                                                                   ------------

Long-term debt                                                        2,119,905
                                                                   ------------
        Total Liabilities                                            10,580,268
                                                                   ------------

Commitments and Contingencies

Stockholders' Deficiency:
    Preferred stock, par value $.001
     per share - authorized 5,000,000
     shares; none issued                                                     --
    Common stock, par value $.001
     per share - authorized 45,000,000
     shares; outstanding 44,977,398 shares                               44,977
    Additional paid-in-capital                                        5,312,867
    Cumulative other comprehensive income                                 2,212
    Deficit                                                         (14,678,582)
                                                                   ------------
        Total Stockholders' Deficiency                               (9,318,526)
                                                                   ------------

    TOTAL LIABILITIES AND STOCKHOLDERS'
     DEFICIENCY                                                    $  1,261,742
                                                                   ============
                See notes to consolidated financial statements.

                                      -2-

<PAGE>


                      SCANTEK MEDICAL INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                    Nine Months Ended March 31,    Three Months Ended March 31,
                                   ----------------------------    ----------------------------
                                        2003            2002           2003             2002
                                        ----            ----           ----             ----
<S>                                <C>             <C>             <C>             <C>
Revenues:
   Net sales                       $         --    $         --    $         --    $         --
   License fees                              --              --              --              --
                                   ------------    ------------    ------------    ------------
                                             --              --              --              --
                                   ------------    ------------    ------------    ------------

Costs and expenses:
   Cost of sales (consisting  of
    depreciation expense)               198,288         201,636          66,096          66,654
   General and administrative
    expenses                            932,709         554,473         294,306         176,519
   Research and development                  --         210,000              --          70,000
                                   ------------    ------------    ------------    ------------
                                      1,130,997         966,109         360,402         313,173
                                   ------------    ------------    ------------    ------------

Loss from operations                 (1,130,997)       (966,109)       (360,402)       (313,173)
                                   ------------    ------------    ------------    ------------

Other income (expense):
   Interest and dividends                    --               8              --               2
   Miscellaneous income                      --              --              --              --
   Interest expense                    (396,438)       (313,651)       (120,220)       (101,940)
                                   ------------    ------------    ------------    ------------
                                       (396,438)       (313,643)       (120,220)       (101,938)
                                   ------------    ------------    ------------    ------------

Net loss                           $ (1,527,435)   $ (1,279,752)   $   (480,622)   $   (415,111)
                                   ============    ============    ============    ============

Loss per common share -
   basic and diluted               $      (0.05)   $      (0.05)   $      (0.01)   $      (0.02)
                                   ============    ============    ============    ============

Weighted average number of
 common shares outstanding -
 basic and diluted                   32,857,889      26,311,385      38,781,255      26,921,523
                                   ============    ============    ============    ============

Net loss                           $ (1,527,435)   $ (1,279,752)   $   (480,622)   $   (415,111)

Other comprehensive income (expense)
     net of income taxes:

      Unrealized loss on
        marketable securities              (829)            691            (553)            691
                                   ------------    ------------    ------------    ------------

Comprehensive loss                 $ (1,528,264)   $ (1,279,061)   $   (481,175)   $   (414,420)
                                   ============    ============    ============    ============

</TABLE>


                                      -3-

<PAGE>

                      SCANTEK MEDICAL INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                          Nine Months Ended March 31,
                                                              2003           2002
                                                              ----           ----
<S>                                                       <C>            <C>
Cash flows from operating activities:
    Net loss                                              $(1,527,435)   $(1,279,752)
Adjustments to reconcile net
 loss to net cash used in operating activities:
    Depreciation and amortization                             218,058        221,438
    Write off of leasehold improvements                        14,231             --
    Non-employee stock based compensation                      97,547        165,669
    Non-cash officers compensation                              7,212             --
    Other non-cash items                                      135,343             --
    Changes in operating assets
     and liabilities                                          790,979        607,936
                                                          -----------    -----------
       Net Cash Used in
        Operating Activities                                 (264,065)      (284,709)
                                                          -----------    -----------

Cash flows from financing activities:
    Proceeds from borrowings                                  314,000        162,960
    Proceeds from officer loans                                 4,947         55,159
    Repayment of officer loans                                 (9,029)        (3,759)
    Repayment of notes                                        (56,303)        (7,245)
    Proceeds from sale of common stock                             --         72,000
                                                          -----------    -----------
       Net Cash Provided by
        Financing Activities                                  253,615        279,115
                                                          -----------    -----------

Net decrease in cash                                          (10,450)        (5,594)

Cash - beginning of period                                     11,229          6,026
                                                          -----------    -----------

Cash - end of period                                      $       779    $       432
                                                          ===========    ===========

Changes in operating assets and liabilities consist of:
    Decrease in other assets                              $    14,441    $        --
    Increase in accounts payable
     and accrued expenses                                     776,538        607,936
                                                          -----------    -----------
                                                          $   790,979    $   607,936
                                                          ===========    ===========

Supplementary information:
    Cash paid during the period for:
       Interest                                           $       328    $       225
                                                          ===========    ===========
       Income Taxes                                       $       340    $       200
                                                          ===========    ===========

Non-cash investing activities:
     Unrealized loss on
      marketable securities                               $      (829)   $       691
                                                          ===========    ===========

Non-cash financing activities:
    Common stock issued to officers for
      loan financing                                      $     7,212    $        --
                                                          ===========    ===========
    Common stock issued for loan financing                $    55,947    $     6,405
                                                          ===========    ===========
    Issuance of stock options to non-employees            $   135,343    $    42,044
                                                          ===========    ===========
    Common stock issued for bonuses and
     consulting services                                  $    41,600    $   117,220
                                                          ===========    ===========
    Common stock issued in exchange for debt              $   250,000    $        --
                                                          ===========    ===========

</TABLE>

                                       -4-

<PAGE>


                      SCANTEK MEDICAL INC. AND SUBSIDIARIES
              NOTES CONDENSED TO CONSOLIDATED FINANCIAL STATEMENTS

       1.   ORGANIZATION

       Scantek Medical, Inc. and its subsidiaries (the "Company"), operates in
       one industry segment and is engaged, in developing, manufacturing,
       marketing, and licensing the BreastCare(TM)/BreastAlert(TM). The
       BreastCare(TM)/BreastAlert(TM) is an early screening device which can
       detect certain breast tissue abnormalities, including breast cancer. This
       device has been patented and has Food and Drug Administration ("FDA")
       approval for sale.

       2. BASIS OF PRESENTATION

       The consolidated balance sheet as of March 31, 2003, and the consolidated
       statements of operations and cash flows for the period presented herein
       have been prepared by the Company and are unaudited. In the opinion of
       management, all adjustments (consisting solely of normal recurring
       adjustments) necessary to present fairly the financial position, results
       of operations and cash flows for all period presented have been made.

       The financial statements in the Form 10-QSB were not reviewed Company's
       independent auditors in accordance with Item 310 of Regulation SX.

       The accompanying consolidated financial statements have been prepared on
       a going concern basis, which contemplates the realization of assets and
       the satisfaction of liabilities in the normal course of business.

       The Company has experienced losses during its development stage. Losses
       and negative cash flows from operations have continued in the current
       fiscal year subsequent to June 30, 2002. As of March 31, 2003, the
       Company has a working capital deficit of approximately $6.8 million.

       The activities of the Company are being financed through the sale of its
       common stock and debt securities. The Company's continued existence is
       dependent upon its ability to obtain needed working capital through
       additional equity and/or debt financing, and the commercial acceptability
       of the BreastCare(TM)/BreastAlert(TM) to create sales that will help the
       Company achieve a profitable level of operations. However, there is no
       assurance that additional capital will be obtained or the
       BreastCare(TM)/BreastAlert(TM) will be commercially successful. This
       raises substantial doubt about the ability of the Company to continue as
       a going concern.

       The financial statements do not include any adjustments relating to the
       recoverability and classification of recorded asset amounts or the
       amounts and classifications of liabilities that might be necessary should
       the Company be unable to continue as a going concern.


                                      -5-
<PAGE>

       3. MARKETABLE SECURITIES

       The Company classifies its investments in equity securities as "available
       for sale", and accordingly, reflects unrealized gains and losses as a
       separate component of stockholders' deficiency.

       The fair value of marketable securities are estimated based on quoted
       market prices. Realized gains or losses from the sale of marketable
       securities are based on the specific identification method.

       The Company uses professional judgment to determine whether a decline of
       an available-for-sale instrument is temporary or other than temporary.
       The Company determines whether the decline in value results from
       Company-specific events, industry developments, general economic
       conditions or other reasons. After the general reason for the decline is
       identified, further determinations are required as to whether those
       events are likely to reverse and whether that reversal is likely to
       result in a recovery of the fair value of the investment.

       4. INVENTORIES

       The Company's policy is to reserve or write-off surplus or obsolete
       inventory. The inventory is reviewed by management for each reporting
       period.

       5. REVENUE RECOGNITION

       Revenue is recognized when the BreastCare(TM)/BreastAlert(TM) is shipped
       and title passes to customers.

       Revenue from licensing the BreastCare(TM)/BreastAlert(TM) will be
       recognized when licensees commence operations and substantial performance
       has occurred. The Company historically has amended and renegotiated its
       licensees agreements. Therefore, upon receipt of license fee income in
       the future, the Company will recognize license fee income over the life
       of the agreement.

       6. RESEARCH AND DEVELOPMENT

       Research and development costs are expensed as incurred, consisting
       primarily of salaries of employees in developing the
       BreastCare(TM)/BreastAlert(TM).

       7. FOREIGN CURRENCY TRANSLATION

       Expenses for the Company's foreign subsidiaries are currently transacted
       in U.S. dollars. Future revenues will be invoiced and collected in U.S.
       dollars. The functional currency for the foreign subsidiary is the U.S.
       dollar. For the nine months ended March 31, 2003 and 2002, there were no
       foreign exchange gains or losses as all transactions were in U.S.
       dollars.


                                      -6-
<PAGE>

       8. LOSS PER SHARE

       Basic loss per common share is computed by dividing net loss by the
       weighted average number of common shares outstanding during the year.
       Diluted earnings per common share are computed by dividing net earnings
       by the weighted average number of common and potential common shares
       outstanding during the year. Potential common shares used in computing
       diluted earnings per share relate to stock options and warrants that, if
       exercised, would have a dilutive effect on earnings per share. For the
       nine and three months ended March 31, 2003 and 2002, potential common
       shares were not used in the computation of diluted loss per common share,
       as their effect would be antidilutive.

       9. SEGMENTS - GEOGRAPHIC AREAS

       The Company does not have reportable operating segments as defined in the
       Statement of Financial Accounting Standards No. 131, "Disclosure about
       Segments of an Enterprise and Related Information". The method for
       attributing revenues to individual countries is based on the destination
       to which finished goods are shipped. The Company operates facilities in
       the United States and South America. Revenues, when received, include
       license fees received by the Company in connection with various
       arrangements contracted throughout the world.


                                Nine Months Ended         Three Months Ended
                                    March 31,                  March 31,
                               2003        2002          2003           2002
                               ----        ----          ----           ----
Total Revenues:

   United States          $        --    $      --     $      --     $      --
   South America                   --           --            --            --
   Less intergeographic
    revenue                        --           --            --            --
                          -----------    ---------     ---------     ---------
                          $        --           --            --            --
                          ===========    =========     =========     =========
Loss from operations:
   United States          $(1,060,875)   $(890,449)    $(336,162)    $(308,173)
   South America              (70,122)     (75,660)       (9,000)       (5,000)
                          -----------    ---------     ---------     ---------
                          $(1,130,997)   $(966,109)    $(345,162)    $(313,173)
                          ===========    =========     =========     =========


                                      -7-
<PAGE>


       10. STOCK-BASED COMPENSATION

       In December 2002, the FASB issued SFAS No. 148, "Accounting for
       Stock-Based Compensation-Transition and Disclosure, an amendment of FASB
       Statement No. 123". SFAS No. 148 provides alternative methods of
       transition for a voluntary change to the fair value based method of
       accounting for stock-based employee compensation. It also requires
       disclosure in both annual and interim financial statements about the
       method of accounting for stock-based employee compensation and the effect
       of the method used on reported results. SFAS No. 148 is effective for
       annual and interim periods beginning after December 15, 2002. The Company
       will continue to account for stock-based employee compensation under the
       recognition and measurement principle of APB Opinion No. 25 and related
       interpretations. The Company complied with the additional annual and
       interim disclosure requirements effective December 31, 2002 and March 31,
       2003.

       11. STOCK ISSUED FOR SERVICES AND LOAN FINANCING

       During the nine months ended March 31, 2003 and 2002, the Company issued
       2,232,242 and 1,062,500 shares, respectively, of the Company's common
       stock to employees and non-employees as stock - based compensation in the
       amount of $104,759 and $123,625. The Company accounts for the services
       using the fair market value of the services received.

       12. STOCKHOLDERS' DEFICIENCY

       On September 30, 2002, the Company issued 1,426,039 shares of the
       Company's common stock to officers and non employees for consulting
       services and loan financing valued at $.035 per share. The Company
       recorded an expense of $49,911 during the nine months ended March 31,
       2003.

       On November 2, 2002, the Company granted 1,000,000 warrants to
       non-employees for services performed to purchase the Company's common
       stock at an exercise price of $.05 per share the fair market value at the
       date of grant. The Company recorded an expense of $48,051 during the nine
       months ended March 31, 2003 in connection with the issuance of the
       warrants. The warrants are exercisable immediately and expire on November
       1, 2007.

       On November 8, 2002, the Company issued 3,000,000 shares of the Company's
       common stock in exchange for the reduction of a $45,000 liability for
       professional services.

       On November 18, 2002, the Company issued 1,200,000 shares of the
       Company's common stock to non-employees from the exercise of options and
       warrants in exchange for the reduction of accrued interest of $26,500 and
       a $21,000 liability for professional services. The Company also issued
       565,000 shares of the Company's common stock to non-employees for
       consulting services and loan financing valued at $45,200.

       On February 20, 2003, the Company issued 10,500,000 shares of the
       Company's common stock to officers and non-employees from the exercise of
       options and warrants in exchange for the reduction of accrued wages of
       $135,000, a liability for professional services of $15,000 and a
       liability of consulting services of $7,500.


                                      -8-
<PAGE>

       On March 14, 2003, the Company issued 241,203 shares of the Company's
       common stock to officers and non-employees for loan financing valued at
       $9,648.

       On March 31, 2003, the Company expensed $87,292 for warrants granted
       previously and not yet fully amortized.

       During the nine months ended March 31, 2002 the Company sold 975,000
       shares of the Company's common stock for $72,000.

       During the nine months ended March 31, 2002 the Company issued options to
       purchase shares of the Company's common stock to non-employees. The fair
       value of the options of $42,044 has been expensed to operations.

                                Nine Months Ended           Three Months Ended
                                     March 31,                  March 31,
                               2003           2002          2003         2002
                               ----           ----          ----         ----
Net loss:
  As reported              $(1,527,435)   $(1,279,752)   $(480,622)   $(415,111)
  Amortization of
  compensation expense         (86,491)            --           --           --
  Proforma                  (1,613,926)    (1,279,752)    (480,622)    (415,111)

Basic and diluted loss
per share:
  As report                $     (0.05)   $     (0.05)   $   (0.01)   $   (0.02)
  Proforma                 $     (0.05)   $     (0.05)   $   (0.01)   $   (0.02)


       13. LEGAL PROCEEDINGS

       The Company is a defendant in various legal proceedings seeking claims
       aggregating approximately $100,000, which has been included in accrued
       expenses in the Company's financial statements at March 31, 2003.

       14. RECENT ACCOUNTING PRONOUNCEMENTS

       In August 2001, the FASB issued SFAS No. 143 "Accounting for Asset
       Retirement Obligations". SFAS No. 143 addresses financial accounting and
       reporting for obligations and costs associated with the retirement of
       tangible long-lived assets. The Company adopted SFAS 143 on January 1,
       2003. The adoption of SFAS No.143 did not have a material impact on the
       Company's results of operations or financial position.


                                      -9-
<PAGE>

       In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB
       Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
       Technical Corrections". This statement eliminates the automatic
       classification of gain or loss on extinguishment of debt as an
       extraordinary item of income and requires that such gain or loss be
       evaluated for extraordinary classification under the criteria of
       Accounting Principles Board No. 30 "Reporting Results of Operations".
       This statement also requires sales-leaseback accounting for certain lease
       modifications that have economic effects that are similar to
       sales-leaseback transactions, and makes various other technical
       corrections to existing pronouncements. The Company adopted SFAS No. 145
       on July 1, 2002. The adoption of this statement did not have a material
       effect on the Company's results of operations or financial position.

       In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
       Associated with Exit or Disposal Activities." This Statement requires
       recording costs associated with exit or disposal activities at their fair
       values when a liability has been incurred. Under previous guidance,
       certain exit costs were accrued upon management's commitment to an exit
       plan. The Company adopted SFAS No. 146 on July 1, 2002. The adoption of
       SFAS No. 146 did not have a material impact on the Company's result of
       operations or financial position.

       In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No.
       133 on Derivative Instruments and Hedging Activities." This statement
       amends and clarifies financial accounting and reporting for derivative
       instruments, including certain derivative instruments embedded in other
       contracts and for hedging activities under FASB Statement No. 133,
       "Accounting for Derivative Instruments and Hedging Activities." This
       Statement is effective for contracts entered into or modified after June
       30, 2003, and for hedging relationships designated after June 30, 2003.

       In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
       Guarantor's Accounting and Disclosure Requirements for Guarantees,
       Including Indirect Guarantees of Indebtedness of Others, and
       interpretation of FASB Statements No. 5, 57,and 107 and Rescission of
       FASB Interpretation No. 34. FIN 45 clarifies the requirements of FASB
       Statement No. 5, Accounting for Contingencies, relating to the
       guarantor's accounting for, and disclosure of, the issuance of certain
       types of guarantees. This interpretation clarifies that a guarantor is
       required to recognize, at the inception of certain types of guarantees, a
       liability for the fair value of the obligation undertaken in issuing the
       guarantee. The initial recognition and initial measurement provisions of
       this Interpretation are applicable on a prospective basis to guarantees
       issued or modified after December 31, 2002, irrespective of the
       guarantor's fiscal year-end. The disclosure requirements in this
       interpretation are effective for financial statements of interim or
       annual periods ending after December 15, 2002. The Company adopted FIN 45
       on January 1, 2003. The adoption of FIN 45 did not have a material impact
       on the Company's disclosure requirements.


                                      -10-
<PAGE>

       In January 2003, the Financial Accounting Standards Board issued
       Interpretation No. 46, "Consolidation of Variable Interest Entities,"
       which addresses consolidation by business enterprises of variable
       interest entities. In general, a variable interest entity is a
       corporation, partnership, trust, or any other legal structure used for
       business purposes that either (a) does not have equity investors with
       voting rights or (b) has equity investors that do not provide sufficient
       financial resources for the entity to support its activities. A variable
       interest entity often holds financial assets, including loans or
       receivables, real estate or other property. A variable interest entity
       may be essentially passive or it may engage in research and development
       or other activities on behalf of another company. The objective of
       Interpretation No. 46 is not to restrict the use of variable interest
       entities but to improve financial reporting by companies involved with
       variable interest entities. Until now, a company generally has included
       another entity in its consolidated financial statements only if it
       controlled the entity through voting interests. Interpretation No. 46
       changes that by requiring a variable interest entity to be consolidated
       by a company if that company is subject to a majority of the risk of loss
       from the variable interest entity's activities or entitled to receive a
       majority of the entity's residual returns or both. The consolidation
       requirements of Interpretation No. 46 apply immediately to variable
       interest entities created after January 31, 2003. The consolidation
       requirements apply to older entities in the first fiscal year or interim
       period beginning after June 15, 2003. Certain of the disclosure
       requirements apply in all financial statements issued after January 31,
       2003, regardless of when the variable interest entity was established.
       The Company does not have any variable interest entities, and,
       accordingly, adoption is not expected to have a material effect on the
       Company.


                                      -11-
<PAGE>

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

         The Company's quarterly and annual operating results are affected by a
         wide variety of factors that could materially and adversely affect
         revenues and profitability, including competition from other suppliers;
         changes in the regulatory and trade environment; changes in consumer
         preferences and spending habits; the inability to successfully manage
         growth; seasonality; the ability to introduce and the timing of the
         introduction of new products and the inability to obtain adequate
         supplies or materials at acceptable prices. As a result of these and
         other factors, the Company may experience material fluctuations in
         future operating results on a quarterly or annual basis, which could
         materially and adversely affect its business, financial condition,
         operating results, and stock price. Furthermore, this document and
         other documents filed by the Company with the Securities and Exchange
         Commission (the "SEC") contain certain forward-looking statements under
         the Private Securities Litigation Reform Act of 1995 with respect to
         the business of the Company. These forward-looking statements are
         subject to certain risks and uncertainties, including those mentioned
         above, and those detailed in the Company's Annual Report on Form 10-KSB
         for the year ended June 30, 2002, which may cause actual results to
         differ significantly from these forward-looking statements. The Company
         undertakes no obligation to publicly release the results of any
         revisions to these forward-looking statements which may be necessary to
         reflect events or circumstances after the date hereof or to reflect the
         occurrence of unanticipated events. An investment in the Company
         involves various risks, including those mentioned above and those that
         are detailed from time to time in the Company's SEC filings.

         The following discussion and analysis should be read in conjunction
         with the Company's consolidated financial statements and the notes
         related thereto. The discussion of results, causes and trends should
         not be construed to infer any conclusion that such results, causes or
         trends will necessarily continue in the future.

         Critical Accounting Policies
         ----------------------------

         The Company's discussion and analysis of its financial condition and
         results of operations are based upon the Company's consolidated
         financial statements, which have been prepared in accordance with
         accounting principles generally accepted in the United States. The
         preparation of these financial statements requires the Company to make
         estimates and judgments that affect the reported amounts of assets,
         liabilities, revenues and expenses, and related disclosure of
         contingent assets and liabilities. On an on-going basis, the Company
         evaluates its estimates, including those related to product returns,
         bad debts, inventories, intangible assets, investments, income taxes
         and contingencies and litigation. The Company bases its estimates on
         historical experience and on various other assumptions that are
         believed to be reasonable under the circumstances, the results of which
         form the basis for making judgments about the carrying values of assets
         and liabilities that are not readily apparent from other sources.
         Actual results under different assumptions or conditions may differ
         from these estimates.


                                      -12-
<PAGE>

         The Company believes the following critical accounting policies affect
         its more significant judgments and estimates used in the preparation of
         its consolidated financial statements. The Company maintains allowances
         for doubtful accounts for estimated losses resulting from the inability
         of its customers to make required payments. If the financial condition
         of the Company's customers were to deteriorate, resulting in an
         impairment of their ability to make payments, additional allowances may
         be required.

         The Company intends to make purchasing decisions principally based upon
         firm sales orders from customers, the availability and pricing of raw
         materials and projected customer requirements. Future events that could
         adversely affect these decisions and result in significant charges to
         the Company's operations include slow down in customer demand,
         customers delaying the issuance of sales orders to the Company,
         miscalculating customer requirements, technology changes which render
         the raw materials and finished goods obsolete, loss of customers and/or
         cancellation of sales orders. The Company writes down its inventory for
         estimated obsolescence or unmarketable inventory equal to the
         difference between the cost of inventory and the estimated market value
         based upon the aforementioned assumptions. If actual market conditions
         are less favorable than those projected by management, additional
         inventory write-downs may be required. Even though sales have been
         minimal, the Company has received a purchase order in Brazil for the
         BreastCare(TM)/BreastAlert(TM). Based upon the purchase order received,
         the Company anticipates the entire inventory will be used in calendar
         2003.

         The Company seeks sales and profit growth by expanding its existing
         customer base, developing new products and by pursuing strategic
         acquisitions that meet the Company's criteria relating to (i) the
         market for the products; (ii) the Company's ability to efficiently
         manufacture the product; (iii) synergies that are created by the
         acquisition; and (iv) a purchase price that represents fair value. If
         the Company's evaluation of a target company misjudges its technology,
         estimated future sales and profitability levels, or inability to keep
         pace with the latest technology, these factors could impair the value
         of the investment, which could materially adversely affect the
         Company's profitability.

         The Company files income tax returns in every jurisdiction in which it
         has reason to believe it is subject to tax. Historically, the Company
         has been subject to examination by various taxing jurisdictions. To
         date, none of these examinations has resulted in any material
         additional tax. Nonetheless, any tax jurisdiction may contend that a
         filing position claimed by the Company regarding one or more of its
         transactions is contrary to that jurisdiction's laws or regulations.


                                      -13-
<PAGE>

         Results of Operations
         ---------------------

         The following table sets forth for the periods indicated, the
         percentage increase or (decrease) of certain items included in the
         Company's consolidated statement of operations:

                              % Increase (Decrease)    % Increase (Decrease)
                                from Prior Period       from Prior Period
                              ---------------------    ---------------------
                                Nine Months Ended       Three Months Ended
                                 March 31, 2003          March 31, 2003
                                 compared with            compared with
                                Nine Months Ended       Three Months Ended
                                  March 31, 2002           March 31, 2002
                              ---------------------    ---------------------

Sales                                    -- %                   -- %
Cost of sales                          (1.7)%                 (0.8)%
General and administrative
  expense                              68.2 %                 66.7 %
Research and development             (100.0)                (100.0)%
Interest expense                       26.4 %                 17.9 %
Net (loss)                             19.4 %                 15.8 %

         NINE MONTHS ENDED MARCH 31, 2003 VS.
         NINE MONTHS ENDED MARCH 31, 2002

         Revenues
         --------

         There were no sales for the nine months ended March 31, 2003 and 2002.
         The Company expects sales to commence in the last quarter of its fiscal
         year.

         Cost of Sales
         -------------

         Cost of sales (which consists of depreciation expense) decreased 1.7%
         to $198,288 during the nine months ended March 31, 2003 from $201,636
         during the nine months ended March 31, 2002.

         General and Administrative Expenses
         -----------------------------------

         General and administrative expenses increased 68.2% to $932,709 during
         the nine months ended March 31, 2003 from $554,473 during the nine
         months ended March 31, 2002 due to increases in travel expenses, rent,
         outside services, accrued wages and professional fees attributable to
         stock and stock options issued for services offset by higher consulting
         fees in 2002 also attributable to stock options issued for services.

         Interest Expense
         ----------------

         Interest expense increased to $396,438 during the nine months ended
         March 31, 2003 from $313,651 during the nine months ended March 31,
         2002 primarily due to interest expense on stock issuance for loan
         financing and additional interest on increase in debt.


                                      -14-
<PAGE>

         Research and Development Expense
         --------------------------------

         Research and development decreased from $210,000 for the nine months
         ended March 31, 2002 to $-0- for the nine months ended March 31, 2003.
         The Company fully developed the BreastCare(TM)/BreastAlert(TM) but in
         the future contemplates to develop other products to market.

         THREE MONTHS ENDED MARCH 31, 2003 VS.
         THREE MONTHS ENDED MARCH 31, 2002

         Revenues
         --------

         There were no sales for the three months ended March 31, 2003 and 2002.

         Cost of Sales
         -------------

         Cost of sales (which consists of depreciation expense) decreased .8% to
         $66,096 during the three months ended March 31, 2003 from $66,654
         during the three months ended March 31, 2002.

         General and Administrative Expenses
         -----------------------------------

         General and administrative expenses increased 66.7% to $294,306 during
         the three months ended March 31, 2003 from $176,519 during the three
         months ended March 31, 2002 due to primarily the same reasons set forth
         in the nine months analysis.

         Interest Expense
         ----------------

         Interest expense increased to $120,220 during the three months ended
         March 31, 2003 from $101,940 during the three months ended March 31,
         2002 primarily due to interest expense on stock issuance for loan
         financing and additional interest on increased debt.

         Research and Development Expense
         --------------------------------

         Research and development expense decreased from $70,000 for the three
         months ended March 31, 2002 to $-0- for the three months ended March
         31, 2003 due to primarily the same reasons set forth in the nine month
         analysis.

         Liquidity and Capital Resources
         -------------------------------

         The Company's need for funds has increased from period to period, as it
         has incurred expenses for among other things, research and development;
         applications for and maintenance of domestic and international
         trademarks and international patent protection; licensing and
         pre-marketing activities; and, attempts to raise the necessary capital
         to expand the Company's production capacity. Since inception, the
         Company has funded these needs through private placements of its equity
         and debt securities and advances from the Company's President, Chief
         Executive Officer and major shareholder. The Company has entered into
         various license agreements that have raised additional funds. In
         addition, the Company's auditors' report for the year ended June 30,
         2002 dated October 10, 2002, expressed an opinion as to the Company
         continuing as a going concern.


                                      -15-
<PAGE>

         During September 1998, the Company commenced the sale of its
         BreastCare(TM)/BreastAlert(TM) device in Brazil, Uruguay and Paraguay
         through its South American licensee. The Company terminated its license
         agreement with its former licensee in South America. The Company's
         Brazilian subsidiary plans to manufacture, market and distribute the
         BreastCare(TM)/BreastAlert(TM) device in Brazil and export to other
         South American countries. As of this date only minimal shipments have
         been made and the Company has not generated any material revenues.

         Until cash flow generated from the shipment of the BreastCare(TM)
         device is sufficient to support the Company's operations, the Company
         will require financing to fund its current overhead and various capital
         requirements. As of March 31, 2003, the Company borrowed approximately
         $2.7 million from unaffiliated third parties. These loans are payable
         by the Company on various dates through December 31, 2003. In addition,
         as of March 31, 2003, the Company's President advanced the Company
         approximately $1.1 million. These loans have supported the Company
         through the prior and the current fiscal year. The Company expects the
         cash flow from sales commencing in 2003 to cover the operations of the
         Company through December 2003, provided the Company is successful in
         raising additional capital to support the operations until cash flows
         generated from the sales of the BreastCare(TM)/BreastAlert(TM) device
         commences.

         In 2003, the Company will market and distribute the
         BreastCare(TM)/BreastAlert(TM) device throughout South America through
         the Company's South American subsidiaries.

         Through its Brazilian subsidiary, the Company signed an agreement with
         the State of Pernambuco in December 1999. The State of Pernambuco has
         the second largest concentration of hospitals in Brazil offering
         quality care and management believes that the location is also the most
         desirable for production, shipping, financing and tax incentives. The
         State of Pernambuco has offered various incentives, including acreage
         to build the facility at a reduced price, an 85% reduction in taxes
         through 2013, free shipping outside the state, and in connection with
         the federal programs offered in Northeast Brazil, financing programs to
         help fund the operations and capital improvements.

         The Company plans to ship the BreastCare(TM)/BreastAlert(TM) device
         from the United States until a production facility in Brazil is
         operational.

         On July 14, 1999, the Company granted an exclusive license to NuGard
         HealthCare Ltd. ("NuGard"), an Irish Company; to market Scantek's
         BreastCare(TM)/BreastAlert(TM) device in Ireland and the United
         Kingdom. Pursuant to the licensing agreement, NuGard is obligated to
         pay a non-refundable licensing fee of $350,000 in various stages, of
         which $59,000 was received, and the Company received common shares
         equivalent to fifteen (15%) percent of NuGard's total outstanding
         common shares. The purchase price will range from $10 to $15 per unit -
         FOB US. The licensing agreement requires minimum purchases of 5,000
         units a month and payments of licensing fees, both of which NuGard is
         in default. At the present time the Company has not renegotiated the
         license agreement.

         In August/September 2001, Fiocruz, a government agency in the Ministry
         of Health assisted in the BreastCare(TM) educational program for the
         Women's Health Program for the City of Nova Iguacu and Fiocruz will be
         an integrated part of the Company's BreastCare(TM) educational process.


                                      -16-
<PAGE>

         On October 1, 2002, the Company signed an agreement with Compat
         Comercio Exterior Ltda, a Brazilian company located in Rio De Janeiro,
         Brazil, for a long-term exclusive marketing and sales agreement for the
         BreastCare(TM) product in the country of Brazil, excluding 4 states
         where the Company is pursuing more direct agreements. The Compat
         Comercio agreement calls for the shipment of a minimum of 100,000 units
         during the first six months of the term of the agreement, 400,000 units
         during the second six months and 1,000,000 units during the second
         year. Management believes that the timely fulfillment of the Compat
         Comercio agreement will result in net profits in excess of $2,000,000
         for the first year of the Compat Comercio agreement, subject to Compat
         Comercio meeting its minimum purchase obligations to the Company.
         Pursuant to such agreement which has a term of five years with a
         renewal term of an additional five years, subsequent to the initial two
         year term of the agreement, the Company has the right to terminate the
         agreement if the parties cannot agree upon the minimum number of units.
         There can be no assurance that Compat Comercio will meet the minimum
         purchase requirement, or that the Company will recover any damages that
         may result from such failure.

         Pursuant to the Compat Comercio agreement, the first shipment of 10,000
         BreastCare(TM) units will be prepaid and such payments will be
         deposited into a bank escrow account and will be released when a Brazil
         government import license is secured. Subsequent shipments will be paid
         fifty (50%) at the time of request and fifty (50%) percent sixty (60)
         days later.

         The Company's working capital and capital requirements will depend on
         numerous factors, including the level of resources that the Company
         devotes to support start-up production and to the marketing aspects of
         its products. The Company intends to construct assembly centers abroad
         to manufacture, market and sell the BreastCare(TM)/BreastAlert(TM)
         device in the international market. The Company entered into an
         agreement with Zigmed Inc., pursuant to which Zigmed Inc. will
         manufacture the sensor production equipment needed for manufacturing of
         the BreastCare(TM)/BreastAlert(TM) device. The balance of $718,276 will
         be paid when the Company raises the additional capital.

         The Company's success is dependent on raising sufficient capital to
         establish a fully operable production and assembly facility to
         manufacture the BreastCare(TM)/BreastAlert(TM) device for the
         international market. The Company believes the device will be
         commercially accepted throughout the international market. The Company
         does not have all the financing in place at this time, nor may it ever,
         to meet these objectives.

         This Management's Discussion and Analysis of Financial Condition and
         Results of Operations includes forward-looking statements that may or
         may not materialize. Additional information on factors that could
         potentially affect the Company's financial results may be found in the
         Company's filings with the Securities and Exchange Commission.


                                      -17-
<PAGE>

         ACCOUNTING PRONOUNCEMENTS TO BE ADOPTED IN 2003
         -----------------------------------------------

         In August 2001, the FASB issued SFAS No. 143 "Accounting for Asset
         Retirement Obligations". SFAS No. 143 addresses financial accounting
         and reporting for obligations and costs associated with the retirement
         of tangible long-lived assets. The Company adopted SFAS 143 on January
         1, 2003. The adoption of SFAS No.143 did not have a material impact on
         the Company's results of operations or financial position.

         In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB
         Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
         Technical Corrections". This statement eliminates the automatic
         classification of gain or loss on extinguishment of debt as an
         extraordinary item of income and requires that such gain or loss be
         evaluated for extraordinary classification under the criteria of
         Accounting Principles Board No. 30 "Reporting Results of Operations".
         This statement also requires sales-leaseback accounting for certain
         lease modifications that have economic effects that are similar to
         sales-leaseback transactions, and makes various other technical
         corrections to existing pronouncements. This statement will be
         effective for the Company for the year ending December 31, 2003.
         Management believes that adopting this statement will not have a
         material effect on the Company's results of operations or financial
         position.

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
         Associated with Exit or Disposal Activities." This Statement requires
         recording costs associated with exit or disposal activities at their
         fair values when a liability has been incurred. Under previous
         guidance, certain exit costs were accrued upon management's commitment
         to an exit plan. The Company adopted SFAS No. 146 on January 1, 2003.
         The adoption of SFAS No. 146 did not have a material impact on the
         Company's result of operations or financial position.

         In January 2003, the FASB issued SFAS No. 148, "Accounting for
         Stock-Based Compensation-Transition and Disclosure, an amendment of
         FASB Statement No. 123" SFAS No. 148 provides alternative methods of
         transition for a voluntary change to the fair value based method of
         accounting for stock-based employee compensation. It also requires
         disclosure in both annual and interim financial statements about the
         method of accounting for stock-based employee compensation and the
         effect of the method used on reported results. SFAS No. 148 is
         effective for annual and interim periods beginning after December 15,
         2002. The Company will continue to account for stock-based employee
         compensation under the recognition and measurement principle of APB
         Opinion No. 25 and related interpretations. On January 1, 2003 the
         Company adopted the disclosure provisions of SFAS No. 148.


                                      -18-
<PAGE>

         In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
         Guarantor's Accounting and Disclosure Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness of Others, and
         interpretation of FASB Statements No. 5, 57,and 107 and Rescission of
         FASB Interpretation No. 34. FIN 45 clarifies the requirements of FASB
         Statement No. 5, Accounting for Contingencies, relating to the
         guarantor's accounting for, and disclosure of, the issuance of certain
         types of guarantees. This interpretation clarifies that a guarantor is
         required to recognize, at the inception of certain types of guarantees,
         a liability for the fair value of the obligation undertaken in issuing
         the guarantee. The initial recognition and initial measurement
         provisions of this Interpretation are applicable on a prospective basis
         to guarantees issued or modified after December 31, 2002, irrespective
         of the guarantor's fiscal year-end. The disclosure requirements in this
         interpretation are effective for financial statements of interim or
         annual periods ending after December 15, 2002. The Company adopted FIN
         45 on January 1, 2003. The adoption of FIN 45 did not have a material
         impact on the Company's disclosure requirements.

         In January 2003, the Financial Accounting Standards Board issued
         Interpretation No. 46, "Consolidation of Variable Interest Entities,"
         which addresses consolidation by business enterprises of variable
         interest entities. In general, a variable interest entity is a
         corporation, partnership, trust, or any other legal structure used for
         business purposes that either (a) does not have equity investors with
         voting rights or (b) has equity investors that do not provide
         sufficient financial resources for the entity to support its
         activities. A variable interest entity often holds financial assets,
         including loans or receivables, real estate or other property. A
         variable interest entity may be essentially passive or it may engage in
         research and development or other activities on behalf of another
         company. The objective of Interpretation No. 46 is not to restrict the
         use of variable interest entities but to improve financial reporting by
         companies involved with variable interest entities. Until now, a
         company generally has included another entity in its consolidated
         financial statements only if it controlled the entity through voting
         interests. Interpretation No. 46 changes that by requiring a variable
         interest entity to be consolidated by a company if that company is
         subject to a majority of the risk of loss from the variable interest
         entity's activities or entitled to receive a majority of the entity's
         residual returns or both. The consolidation requirements of
         Interpretation No. 46 apply immediately to variable interest entities
         created after January 31, 2003. The consolidation requirements apply to
         older entities in the first fiscal year or interim period beginning
         after June 15, 2003. Certain of the disclosure requirements apply in
         all financial statements issued after January 31, 2003, regardless of
         when the variable interest entity was established. The Company does not
         have any variable interest entities, and, accordingly, adoption is not
         expected to have a material effect on the Company.


                                      -19-
<PAGE>

         Item 14. Controls and Procedures

         Within the 90 days prior to the date of this report, the Company
         carried out an evaluation, under the supervision and with the
         participation of the Company's management, including the Company's
         Chief Executive Officer and Chief Financial Officer, of the
         effectiveness of the design and operation of the Company's disclosure
         controls and procedures pursuant to Exchange Act Rule 13a-14. Based
         upon that evaluation, the Company's Chief Executive Officer and Chief
         Financial Officer concluded that the Company's disclosure controls and
         procedures are effective. There have been no significant changes in the
         Company's internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of their
         evaluation, including any corrective actions with regard to significant
         deficiencies and material weaknesses.

         PART II. Other Information

         Item 1. Legal Proceedings
                 -----------------

         There are several lawsuits against the Company that may have a material
         impact on the consolidated results of operations or financial condition
         of the Company.

         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


                                      -20-
<PAGE>

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

                 (a) Exhibits:

                     Exhibit 99.1 Certification of Chief Executive Officer and
                     Chief Financial Officer pursuant to Section 906 of the
                     Sarbanes-Oxley Act of 2002.

                 (b) There were no current reports on Form 8-k filed during the
                     quarter ended March 31, 2003.


                                      -21-

<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 thereunto duly authorized.



                                          SCANTEK MEDICAL INC.



                                          By: /s/ Zsigmond L. Sagi
                                              ---------------------------------
                                               Zsigmond L. Sagi, President and
                                               Chief Financial Officer



Dated:  May 20, 2003





                                      -22-
<PAGE>

I, Zsigmond L. Sagi, certify that

1. I have reviewed this quarterly report on Form 10-Q of Scantek Medical Inc;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: May 20, 2003

                                       By:  /s/Zsigmond L. Sagi
                                            ------------------------------------
                                              Zsigmond L. Sagi, President and
                                                Chief Financial Officer


                                      -23-