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 December 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: 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.)

                   321 PALMER ROAD, DENVILLE, NEW JERSEY 07834
                                 (973) 366-5250
             (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    X         NO
     -----           ------

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

         At January 31, 2002, there were 26,808,190 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
                December 31, 2001 (unaudited) and
                June 30, 2001                                             2

               Consolidated Statements of Operations
                and Comprehensive (Loss) for the
                Six and three Months Ended December 31,
                2001 and 2000 (unaudited)                               3 - 4

               Consolidated Statements of Cash Flows
                For the Six Months Ended December 31,
                2001 and 2000 (unaudited)                               5 - 6

               Notes to Condensed Financial Statements                  7 - 9
                (unaudited)

    Item 2.    Management's Discussion and Analysis of
                Financial Condition and Results of
                Operations                                             10 - 16

Part II.       Other Information

    Item 1.    Legal Proceedings                                         17

    Item 6.    Exhibits and Report on Form 8-K                           17

Signatures                                                               18













<PAGE>


PART I.  FINANCIAL INFORMATION

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

                  Certain information and footnote disclosures required under
generally accepted accounting principles 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, 2001.

                  The results of operations for the six months ended December
31, 2001, 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



<TABLE>
<CAPTION>
                                                                     December 31                 June 30,
                                                                        2001                       2001
                                                                     ------------              ------------
                                                                      (Unaudited)
<S>                                                                  <C>                       <C>

                             ASSETS
Current Assets:
    Cash                                                             $      2,202              $      6,026
    Marketable securities                                                   2,765                     2,765
    Inventories                                                           547,824                   547,824
                                                                     ------------              ------------
        Total Current Assets                                              552,791                   556,615
                                                                     ------------              ------------

Property and equipment - net                                            1,101,076                 1,248,558
Other assets - net                                                         33,352                    33,567
                                                                     ------------              ------------

    TOTAL ASSETS                                                     $  1,687,219              $  1,838,740
                                                                     ============              ============


            LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
    Short-term debt                                                  $  1,446,918              $  1,298,628
    Current portion of long-term debt                                     850,000                   850,000
    Accounts payable                                                    1,322,306                 1,269,839
    Accrued interest                                                    1,123,342                   927,490
    Accrued salaries                                                    1,752,472                 1,612,472
    Accrued expenses                                                      569,967                   554,435
                                                                     ------------              ------------
        Total Current Liabilities                                       7,065,005                 6,512,864
                                                                     ------------              ------------


Long-term debt                                                          2,109,563                 2,141,609
                                                                     ------------              ------------
        Total Liabilities                                               9,174,568                 8,654,473
                                                                     ------------              ------------

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 26,808,190 and 24,970,670 shares                          26,808                    24,971
    Additional paid-in-capital                                          4,477,270                 4,286,082
    Cumulative other comprehensive loss                                  (299,235)                 (299,235)
    Deficit                                                           (11,692,192)              (10,827,551)
                                                                     ------------              ------------

        Total Stockholders' Deficiency                                 (7,487,349)               (6,815,733)
                                                                     ------------              ------------

    TOTAL LIABILITIES AND STOCKHOLDERS'
     DEFICIENCY                                                      $  1,687,219              $  1,838,740
                                                                     ============              ============

</TABLE>


                 See notes to consolidated financial statements.


                                      -2-

<PAGE>


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


<TABLE>
<CAPTION>

                                            Six Months Ended December 31,            Three Months Ended December 31,
                                          ---------------------------------         ---------------------------------
                                              2001                 2000                 2001                 2000
                                              ----                 ----                 ----                 ----
<S>                                       <C>                  <C>                  <C>                  <C>

Revenues:
    Net sales                             $         --         $     21,137         $         --         $     21,137
    License fees                                    --                   --                   --                   --
                                          ------------         ------------         ------------         ------------
                                                    --               21,137                   --               21,137
                                          ------------         ------------         ------------         ------------

Costs and expenses:
    Cost of sales                              134,982              291,861               68,886              142,001
    General and administrative
     expenses                                  377,954              452,020              166,615              209,069
    Research and development                   140,000              140,000               70,000               70,000
                                          ------------         ------------         ------------         ------------
                                               652,936              883,881              305,501              421,070
                                          ------------         ------------         ------------         ------------

Loss from operations                          (652,936)            (862,744)            (305,501)            (399,933)
                                          ------------         ------------         ------------         ------------

Other income (expense):
    Interest and dividends                           6                   19                    2                    5
    Miscellaneous income                            --               27,000                   --               27,000
    Interest expense                          (211,711)            (280,386)            (108,606)            (127,492)
                                          ------------         ------------         ------------         ------------
                                              (211,705)            (253,367)            (108,604)            (100,487)
                                          ------------         ------------         ------------         ------------

Net loss                                  $   (864,641)        $ (1,116,111)        $   (414,105)        $   (500,420)
                                          ============         ============         ============         ============
Loss per common share -
    basic and diluted                     $      (0.03)        $      (0.06)        $      (0.02)        $      (0.03)
                                          ============         ============         ============         ============

Weighted average number of
 common shares outstanding -
 basic and diluted                          26,146,731           19,077,975           26,339,440           18,970,421
                                          ============         ============         ============         ============



</TABLE>


                 See notes to consolidated financial statements

                                      -3-

<PAGE>

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


<TABLE>
<CAPTION>

                                                Six Months Ended December 31,          Three Months Ended December 31,
                                               -------------------------------         -------------------------------
                                                    2001               2000                2001                2000
                                                    ----               ----                ----                ----
<S>                                            <C>                 <C>                 <C>                 <C>

Net loss                                       $  (864,641)        $(1,116,111)        $  (414,105)        $  (500,420)

Other comprehensive income (expense)
  net of income taxes:

      Unrealized (loss) on
        marketable securities

                                                        --             (17,929)               (691)            (11,446)
                                               -----------         -----------         -----------         -----------

Comprehensive loss                             $  (864,641)        $(1,134,040)        $  (414,796)        $  (511,866)
                                               ===========         ===========         ===========         ===========


</TABLE>

                See notes to consolidated financial statements.

                                      -4-

<PAGE>


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


<TABLE>
<CAPTION>

                                                                          Six Months Ended December 31,
                                                                     --------------------------------------
                                                                          2001                      2000
                                                                          ----                      ----
<S>                                                                  <C>                        <C>

Cash flows from operating
 activities:
    Net loss                                                         $  (864,641)               $(1,116,111)
Adjustments to reconcile net
 loss to net cash used in operating activities:
    Depreciation and amortization                                        147,697                    183,534

    Non-employee stock based compensation                                131,025                    188,200

    Non-cash officers compensation                                            --                     41,867
    Changes in operating assets
     and liabilities                                                     403,851                    533,816
                                                                     -----------                -----------

       Net Cash (Used in)
        Operating Activities                                            (182,068)                  (168,694)
                                                                     -----------                -----------


Cash flows from financing activities:
    Proceeds from borrowings                                              94,960                     10,000
    Proceeds from officer loans                                           31,288                    157,500

    Repayment of officer loans                                            (3,759)                        --
    Repayment of notes                                                    (6,245)                      (745)
    Proceeds from sale of common stock                                    62,000                     12,000
                                                                     -----------                -----------
       Net Cash Provided by
        Financing Activities                                             178,244                    178,755
                                                                     -----------                -----------


Net increase (decrease) in Cash                                           (3,824)                    10,061

Cash - beginning of period                                                 6,026                      2,898
                                                                     -----------                -----------

Cash - end of period                                                 $     2,202                $    12,959
                                                                     ===========                ===========

</TABLE>


                See notes to consolidated financial statements.

                                      -5-


<PAGE>

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

<TABLE>
<CAPTION>


                                                           Six Months Ended December 31,
                                                         ---------------------------------
                                                            2001                      2000
                                                            ----                      ----
<S>                                                      <C>                      <C>

Changes in operating assets and
 liabilities consist of:
    Decrease in inventory                                $      --                $ 126,787
    Decrease in prepaid expenses                                --                    8,511
    Increase in accounts payable
     and accrued expenses                                  403,851                  398,518
                                                         ---------                ---------

                                                         $ 403,851                $ 533,816
                                                         =========                =========

Supplementary information:
    Cash paid during the year for:
       Interest                                          $     225                $   2,235
                                                         =========                =========
       Income Taxes                                      $     200                $     200
                                                         =========                =========

Non-cash investing activities:
     Unrealized (loss) on
      marketable securities                              $      --                $ (17,929)
                                                         =========                =========

Non-cash financing activities:
    Conversion of notes payable to
      common stock                                       $      --                $  10,000
                                                         =========                =========
    Common stock issued to officers for
      loan financing                                     $      --                $  41,867
                                                         =========                =========
    Common stock issued for loan extensions              $   6,405                $ 188,200
                                                         =========                =========
    Issuance of stock options to non-employees           $   7,400                $      --
                                                         =========                =========
    Common stock issued for bonuses and
     consulting services                                 $ 117,220                $      --
                                                         =========                =========

</TABLE>


                See notes to consolidated financial statements.


                                      -6-

<PAGE>


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

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       ORGANIZATION

       The consolidated balance sheet as of December 31, 2001, and the
       consolidated statements of operations and comprehensive (loss) and cash
       flows for the six months ended December 31, 2001 and 2000 have been
       prepared by Scantek Medical, Inc. (the "Company") and are unaudited. In
       the opinion of management, all adjustments (consisting of normal
       recurring adjustments) necessary to present fairly the financial
       position, results of operations and comprehensive (loss) and cash flows
       for all periods presented have been made. The information for June 30,
       2001 was derived from audited financial statements.

       BASIS OF PRESENTATION

       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 and subsequent to its
       development stage. Losses and negative cash flows from operations have
       continued in the current fiscal year. As of December 31, 2001, the
       Company has a working capital deficiency of approximately $7 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.

       LOSS PER COMMON SHARE

       Basic and diluted loss per common share are computed by dividing net loss
       by the weighted average number of common shares outstanding during the
       year. Potential common shares used in computing diluted earnings per
       share relate to stock options and warrants which, if exercised, would
       have a dilutive effect on earnings per share. During the six months ended
       December 31, 2001 and 2000, potential common shares were not used in the
       computation of diluted loss per common share, as their effect would be
       antidilutive.


                                      -7-



<PAGE>

2.       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 include
         license fees received by the Company in connection with various
         arrangements contracted throughout the world.


                                                  Six Months Ended
                                                     December 31,
                                              ------------------------
                                                 2001           2000
                                                 ----           ----

         Total Revenues:
              United States                   $      --      $     400
              South America                          --         28,237
              Europe
              Less intergeographic
                revenue                              --         (7,500)
                                              ---------      ---------
                                              $      --      $  21,137
                                              =========      =========
         Loss from operations:
              United States                   $(582,276)     $(691,931)
              South America                     (70,660)      (170,813)
                                              ---------      ---------
                                              $(652,936)     $(862,744)
                                              =========      =========


3.       STOCK-BASED COMPENSATION

         For the six months ended December 31, 2001 the Company issued 910,000
         shares of the Company's common stock to non-employees as stock based
         compensation in the amount of $117,220.


4.       NEW ACCOUNTING PRONOUNCEMENTS

         Statement of Financial Accounting Standards ("SFAS") No. 133,
         Accounting for Derivative Instruments and Hedging Activities, if
         effective for all fiscal years beginning after June 15, 2000. SFAS 133,
         as amended, establishes accounting and reporting standards for
         derivative instruments, including certain derivative instruments
         embedded in other contracts, and for hedging activities. Under SFAS
         133, certain contracts that were not formerly considered derivatives
         may now meet the definition of a derivative. The Company adopted SFAS
         133 effective July 1, 2001. Management has concluded that the adoption
         of SFAS 133 will not have a significant impact on the financial
         position, results of operations, or cash flows of the Company.


                                       -8-


<PAGE>


         On June 29, 2001, the Financial Accounting Standards Board (FASB)
         approved for issuance Statement of Financial Accounting Standards
         (SFAS) 141, Business Combinations, and SFAS 142, Goodwill and
         Intangible Assets. Major provisions of these Statements are as follows:
         all business combinations initiated after June 30, 2001 must use the
         purchase method of accounting; the pooling of interest method of
         accounting is prohibited except for transactions recorded separately
         for goodwill if they arise from contractual or other legal rights or
         are separable from the acquired entity and can be sold, transferred,
         licensed, rented or exchanged, either individually or as part of a
         related contract, asset or liability; goodwill and intangible assets
         with indefinite lives are not amortized but are tested for impairment
         annually, except in certain circumstances, and whenever there is an
         impairment indicator; all acquired goodwill must be assigned to
         reporting units for purposes of impairment testing and segment
         reporting; effective January 1, 2002, goodwill will no longer be
         subject to amortization. Although it is still reviewing the provisions
         of these Statements, management's preliminary assessment is that these
         Statements will not have a material impact on the Company's financial
         position or results of operations other than the cessation of goodwill
         amortization.

         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 is required to implement
         SFAS No.143 on January 1, 2003, and has not yet determined the impact
         that this statement will have on its results of operations or financial
         position.

         In October 2001, the FASB issued SFAS No. 144 "Accounting for the
         Impairment or Disposal of Long-Lived Assets". SFAS No. 144 replaces
         SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and
         for Long-Lived Assets to be Disposed of" and establishes accounting and
         reporting standards for long-lived assets to be disposed of by sale.
         This standard applies to all long-lived assets, including discontinued
         operations. SFAS No. 144 requires that those assets be measured at the
         lower of carrying amount or fair value less cost to sell. SFAS No. 144
         also broadens the reporting of discontinued operations to include all
         components of an entity with operations that can be distinguished from
         the rest of the entity that will be eliminated from the ongoing
         operations of the entity in a disposal transaction. The Company is
         required to implement SFAS No. 144 on January 1, 2002, and has not yet
         determined the impact that this statement will have on its results of
         operations or financial position.






                                       -9-

<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, 2001, 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.

         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) from Prior Period
                                         ---------------------------------------
                                         Six Months Ended     Three Months Ended
                                         December 31, 2001    December 31, 2001
                                         compared with 2000   compared with 2000
                                         ------------------   ------------------

         Sales                                  --                    --
         Cost of sales                       (53.8)                (51.5)
         General and administrative
            expense                          (16.4)                (20.3)
         Research and development               --                    --
         Interest expense                    (24.5)                (14.8)
         Net (loss)                          (22.5)                (17.3)




                                      -10-
<PAGE>

         SIX MONTHS ENDED DECEMBER 31, 2001 VS.
         --------------------------------------
          SIX MONTHS ENDED DECEMBER 31, 2000
          ----------------------------------

     Revenues
     --------

     Net sales decreased to $-0- during the six months ended December 31, 2001
     from $21,137 during the six months ended December 31, 2000 as the Company
     is re-focusing its South American marketing strategy in Brazil. The Company
     expects to ship the BreastCare(TM)/BreastAlert(TM) device from the United
     States during the second quarter of calendar 2002 to Brazil. Shipping will
     continue from the United States until the manufacturing facility in Brazil
     is complete and operational. Shipments to other parts of South America and
     possibly Europe will commence during the latter part of 2002. Manufacturing
     in Brazil is planned to commence during the second half of calendar 2002
     after the Company completes construction of its new manufacturing facility
     in Brazil. Manufacturing for Europe will continue in the United States
     facility until the Company establishes a manufacturing facility in Europe.

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

     Cost of sales decreased to $134,982 during the six months ended December
     31, 2001 from $291,861 during the six months ended December 31, 2000
     primarily due to an inventory write off of $119,000 for expired product at
     the South American location during the six months ended December 31, 2000.

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

     General and administrative expenses decreased to $377,954 during the six
     months ended December 31, 2001 from $452,020 during the six months ended
     December 31, 2000. This decrease is primarily due to decrease in travel
     expenses, professional fees and rent expense offset by higher consulting
     fees in South America due to the issuance of stock for $100,000 in services
     and bonuses.

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

     Interest expense was $211,711 for the six months ended December 31, 2001
     compared to $280,386 for the six months ended December 31, 2000. The 24.5%
     decrease was attributable to lower interest rates.

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

     Research and development expense of $140,000 stayed the same for the six
     months ended December 31, 2001 and 2000. Salaries incurred by the Company
     in the experimental area of development of its product remained constant.





                                      -11-

<PAGE>




         THREE MONTHS ENDED DECEMBER 31, 2001 VS.
         ----------------------------------------
          THREE MONTHS ENDED DECEMBER 31, 2000
          ------------------------------------

     Revenues
     --------

     Net sales decreased to $-0- during the three months ended December 31, 2001
     from $21,137 during the three months ended December 31, 2000 due to the
     same reasons set forth in the six month analysis.

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

     Cost of sales decreased 51.5% to $68,886 during the three months ended
     December 31, 2001 from $142,001 during the three months ended December 31,
     2000 due to primarily the same reasons set forth in the six month analysis.

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

     General and administrative expenses 20.3% to $166,615 during the three
     months ended December 31, 2001 from $209,069 during the three months ended
     December 31, 2000 due to primarily the same reasons set forth in the six
     month analysis.

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

     Interest expense decreased to $108,606 during the three months ended
     December 31, 2001 from $127,492 during the three months ended December 31,
     2000 due to primarily the same reasons set forth in the six month analysis.

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

     Research and development expense of $70,000 remained constant for the three
     months ended December 31, 2001 and 2000.

     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, 2001 dated September 18, 2001, expressed
     an opinion as to the Company continuing as a going concern.



                                      -12-

<PAGE>


     During September 1998, the Company commenced the sale of its
     BreastCare(TM)/BreastAlert(TM) in Brazil, Uruguay and Paraguay through its
     South American licensee. The Company is establishing a production facility
     in Brazil. This will eliminate the high value - added tax and hopefully
     will be able to facilitate sales. 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) in Brazil and export to other South American
     countries.

     The Company commenced its distribution operations in South America during
     the second half of calendar 2000. However, until cash flow generated from
     the shipment of the BreastCare(TM) device is sufficient to support the
     Company's operations, the Company needs financing to fund its current
     overhead and various capital requirements. As of December 31, 2001, the
     Company borrowed approximately $2.3million from unaffiliated third parties.
     These loans are payable by the Company on various dates through August 31,
     2002. In addition, as of December 31, 2001, the Company's President
     advanced the Company approximately $1.1 million. These loans have supported
     the Company through the prior fiscal years and the current fiscal year, and
     the Company expects the cash flow from sales commencing in the second
     quarter of calendar 2002 to cover the operations of the Company in calendar
     2002, providing the Company is successful in raising additional capital to
     support the operations until cash flows generated for the sales of the
     BreastCare(TM)/BreastAlert(TM) commences.

     As previously noted, the Company terminated its license agreement with its
     South American licensee. The Company will manufacture, market and
     distribute the BreastCare(TM)/BreastAlert(TM) 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 Company is
     establishing a 2,550 square meter manufacturing facility in Recife,
     Pernambuco at the new port of Suape. The Company has broken ground, and
     anticipates construction to be completed by the second half of calendar
     2002. The Company will ship the production equipment for arrival by the
     time construction is complete.


                                      -13-


<PAGE>



     The State of Pernambuco has offered various incentives, including acreage,
     at a reduced price, to build the facility, a 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) from the
     United States until the 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) in Ireland and the United Kingdom. Pursuant
     to the licensing agreement, NuGard will pay a non-refundable licensing fee
     of $350,000 in various stages, of which $59,000 was received as of June 30,
     2000, 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 which have been postponed until the license agreement can be
     renegotiated. At the present time the Company has not renegotiated the
     license agreement.

     On April 26, 2001 the Company signed a Letter of Intent for a European
     joint venture with Arturo Madariaga Mazzingshi ("Madariaga"), a principal
     of Commercial Balear De Multi propiegad, of Palma de Mallora, Spain. The
     Letter of Intent calls for the organization of a joint venture to
     manufacture, market and sell medical devices and products for the territory
     of Europe.

     The Company had anticipated to finalize the agreement to establish the
     joint venture by the end of the Company's fiscal year. Upon signing the
     final agreement, Madariaga will pay the Company $400,000 for exclusive
     license and distribution for Europe. Due to the time constraints on
     Madariga's Australian project , he has not been able to return to Recife,
     Brazil to finalize the project. At this time the Company does not have a
     definitive date for finalization.

     On May 4, 2001 the Company announced that it received an official
     invitation from the City of Nova Iguacu of the State of Rio de Janeiro in
     Brazil to workout an agreement for BreastCare's participation in the
     Women's Health Program,

     The proposed agreement with CISBAF, a Health Municipal Partnership of
     Braixade Fluminense, for the Nova Iguacu Territory will call for an initial
     purchase order for approximately one million dollars ($1,000,000) of
     BreastCare(TM) units. Nova Iguacu is the seventh (7th) largest municipality
     in Brazil.



                                      -14-


<PAGE>



     In early July 2001 a classification number was assigned to BreastCare(TM).
     Thereafter, based on the State of Rio de Janeiro's classification number
     assigned to BreastCare(TM), any government agencies, municipalities and
     states in Brazil will not have to go through any preliminary process before
     ordering the BreastCare(TM).

     At the end of July 2001, the Company's Brazilian Managers and medical
     representatives met with the Health Municipal Partnership of Baixada
     Fluminense (CISBAF) to discuss the expansion of the Women's Health Project
     for the territory of Nova Iguacu for an approximate $3 million order. Nova
     Iguacu is a region in the northern section of the State of Rio de Janeiro
     composed of 13 municipalities with an aggregate population of 4 million
     people and 71 health centers.

     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.

     The final agreement and receipt of the purchase order are anticipated
     before the end of the current fiscal year.

     The Company's working capital and capital requirements will depend on
     numerous factors, including the level of resources that the Company devotes
     to the purchase of manufacturing equipment to support start-up production
     and to the marketing aspects of its products. The Company intends to
     construct production and/or assembly centers abroad to manufacture, market
     and sell the BreastCare(TM)/BreastAlert(TM) 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) for the international market. The
     Company believes the BreastCare(TM)/BreastAlert(TM) 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.








                                      -15-

<PAGE>


     NEW ACCOUNTING PRONOUNCEMENTS
     -----------------------------

     Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting
     for Derivative Instruments and Hedging Activities, if effective for all
     fiscal years beginning after June 15, 2000. SFAS 133, as amended,
     establishes accounting and reporting standards for derivative instruments,
     including certain derivative instruments embedded in other contracts, and
     for hedging activities. Under SFAS 133, certain contracts that were not
     formerly considered derivatives may now meet the definition of a
     derivative. The Company adopted SFAS 133 effective July 1, 2001. Management
     has concluded that the adoption of SFAS 133 will not have a significant
     impact on the financial position, results of operations, or cash flows of
     the Company.

     On June 29, 2001, the Financial Accounting Standards Board (FASB) approved
     for issuance Statement of Financial Accounting Standards (SFAS) 141,
     Business Combinations, and SFAS 142, Goodwill and Intangible Assets. Major
     provisions of these Statements are as follows: all business combinations
     initiated after June 30, 2001 must use the purchase method of accounting;
     the pooling of interest method of accounting is prohibited except for
     transactions recorded separately for goodwill if they arise from
     contractual or other legal rights or are separable from the acquired entity
     and can be sold, transferred, licensed, rented or exchanged, either
     individually or as part of a related contract, asset or liability; goodwill
     and intangible assets with indefinite lives are not amortized but are
     tested for impairment annually, except in certain circumstances, and
     whenever there is an impairment indicator; all acquired goodwill must be
     assigned to reporting units for purposes of impairment testing and segment
     reporting; effective January 1, 2002, goodwill will no longer be subject to
     amortization. Although it is still reviewing the provisions of these
     Statements, management's preliminary assessment is that these Statements
     will not have a material impact on the Company's financial position or
     results of operations other than the cessation of goodwill amortization.

     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 is required to implement SFAS
     No.143 on January 1, 2003, and has not yet determined the impact that this
     statement will have on its results of operations or financial position.

     In October 2001, the FASB issued SFAS No. 144 "Accounting for the
     Impairment or Disposal of Long-Lived Assets". SFAS No. 144 replaces SFAS
     No. 121 "Accounting for the Impairment of Long-Lived Assets and for
     Long-Lived Assets to be Disposed of" and establishes accounting and
     reporting standards for long-lived assets to be disposed of by sale. This
     standard applies to all long-lived assets, including discontinued
     operations. SFAS No. 144 requires that those assets be measured at the
     lower of carrying amount or fair value less cost to sell. SFAS No. 144 also
     broadens the reporting of discontinued operations to include all components
     of an entity with operations that can be distinguished from the rest of the
     entity that will be eliminated from the ongoing operations of the entity in
     a disposal transaction. The Company is required to implement SFAS No. 144
     on January 1, 2002, and has not yet determined the impact that this
     statement will have on its results of operations or financial position.

                                      -16-

<PAGE>

PART II.  Other Information

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

 The Company is not presently subject to any legal proceedings which are
material to the consolidated results of operations or financial condition of the
Company.

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

           (a) There were no Current Reports on Form 8-K filed by the registrant
during the quarter ended December 31, 2001.



                                      -17-


<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:  February 20, 2002














                                      -18-