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 September 30, 2002

                                       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    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 November 8, 2002, there were 32,471,195 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 Sheet as of
                    September 30, 2002 (unaudited)                             2


                  Consolidated Statements of Operations
                    and Comprehensive Loss for the
                    Three Months Ended September
                    30, 2002 and 2001 (unaudited)                          3 - 4

                  Consolidated Statements of Cash Flows
                    For the Three Months Ended September
                    30, 2002 and 2001 (unaudited)                          5 - 6

                  Notes to Consolidated Financial Statements              7 - 11
                     (unaudited)

    Item 2.       Management's Discussion and Analysis of
                    Financial Condition and Results of Operations        12 - 18

    Item 14.      Controls and Procedures                                     19

Part II.          Other Information                                           19
                                                                              19
    Item 1.       Legal Proceedings                                           19
    Item 2.       Changes in Securities
    Item 3.       Defaults Upon Senior Securities                             19
    Item 4.       Submission of Matters to a Vote of Security                 19
                         Holders                                              19
    Item 5.       Other Information                                           19
    Item 6.       Exhibits and Report on Form 8-K                             20

Signatures                                                                    21


<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 three month period ended
September 30, 2002, 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
                               SEPTEMBER 30, 2002
                                   (Unaudited)


                             ASSETS
Current Assets:
    Cash                                                                $ 2,527
    Marketable securities                                                 3,041
    Inventories                                                         562,037
                                                                         -------
        Total Current Assets                                            567,605
                                                                         -------

Property and equipment - net                                            823,175
Other assets - net                                                       40,103
                                                                          ------

    TOTAL ASSETS                                                     $ 1,430,883
                                                                     ===========

            LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
    Short-term debt                                                 $ 1,394,960
    Accounts payable (includes $808,803 and
     $800,803 to a related party)                                     1,405,430
    Accrued interest                                                  1,432,644
    Accrued salaries                                                  1,962,472
    Accrued expenses                                                    624,438
                                                                         -------
        Total Current Liabilities                                     6,819,944
                                                                       ---------

Long-term debt                                                        3,360,537
                                                                       ---------
        Total Liabilities                                            10,180,481
                                                                      ----------

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 29,471,195 and
     28,045,156 shares                                                   29,471
    Additional paid-in-capital                                        4,936,233
    Cumulative other comprehensive loss                                (298,959)
    Deficit                                                         (13,416,343)
                                                                    ------------
        Total Stockholders' Deficiency                               (8,749,598)
                                                                     -----------

    TOTAL LIABILITIES AND STOCKHOLDERS'
     DEFICIENCY                                                     $ 1,430,883
                                                                     ===========

                 See notes to Consolidated Financial Statements

                                       2
<PAGE>
                      SCANTEK MEDICAL INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                             Three Months Ended September 30,
                                                             --------------------------------
                                                              2002                    2001
                                                              ----                    ----
     Revenues:
<S>                                                     <C>                    <C>
        Net sales                                       $        -             $           -
        License fees                                             -                         -
                                                                 -                         -
                                                                 -                         -
                                                                 -                         -

     Costs and expenses:
        Cost of sales (consisting  of
          depreciation expense)                             66,096                    66,096
        General and administrative
         expenses                                          274,883                   211,339
        Research and development                            70,000                    70,000
                                                           -------                   ------
                                                           410,979                   347,435
                                                          --------                  -------

     Loss from operations                                 (410,979)                 (347,435)
                                                          ---------                 ---------

     Other income (expense):
        Interest expense                                  (156,217)                 (103,101)
                                                          ---------                 ---------

     Net loss                                           $ (567,196)               $ (450,536)
                                                        ===========               ===========

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


     Weighted average number of
      common shares outstanding -
      basic and diluted                                 28,789,026                25,954,024
                                                       ===========                ==========


</TABLE>
                 See notes to Consolidated Financial Statements

                                       3
<PAGE>
                      SCANTEK MEDICAL INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                            Three Months Ended September 30,
                                                            --------------------------------
                                                              2002                    2001
                                                              ----                    ----

<S>                                                              <C>                     <C>
Net loss                                                         $ (567,196)             $ (450,536)

Other comprehensive income (expense) net of income taxes:

      Unrealized gain on
        marketable securities                                             -                     691
                                                                 ----------              ----------

Comprehensive loss                                               $ (567,196)             $ (449,845)
                                                                 ===========             ===========
</TABLE>



                 See notes to Consolidated Financial Statements

                                       4

<PAGE>
                      SCANTEK MEDICAL INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                           Three Months Ended September 30,
                                                                          --------------------------------
                                                                            2002                      2001
                                                                            ----                      ----
Cash flows from operating activities:
<S>                                                                     <C>                       <C>
    Net loss                                                            $ (567,196)               $ (450,536)
Adjustments to reconcile net
 loss to net cash used in operating activities:
    Depreciation and amortization                                           72,686                    73,956
    Write off of leasehold improvements                                     14,231                         -
    Non-employee stock based compensation                                   42,752                   103,700
    Non-cash officers compensation                                           7,159                         -
    Other non-cash items                                                    48,051                         -
    Changes in operating assets
     and liabilities                                                       243,948                   178,003
                                                                          --------                  -------
       Net Cash Used in
        Operating Activities                                              (138,369)                  (94,877)
                                                                          ---------                  --------

Cash flows from financing activities:
    Proceeds from borrowings                                               182,760                    12,000
    Proceeds from officer loans                                              2,907                    18,524
    Repayment of officer loans                                                   -                    (1,000)
    Repayment of notes                                                     (56,000)                   (1,245)
    Proceeds from sale of common stock                                          -                     62,000
                                                                                --                    ------
       Net Cash Provided by
        Financing Activities                                               129,667                    90,279
                                                                          --------                   ------

Net decrease in cash                                                        (8,702)                   (4,598)

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

Cash - end of period                                                      $  2,527                   $ 1,428
                                                                           ========                  =======
</TABLE>

                 See notes to Consolidated Financial Statements

                                       5
<PAGE>
                      SCANTEK MEDICAL INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                    Three Months Ended September 30,
                                                                    --------------------------------
                                                                     2002                      2001
                                                                     ----                      ----
Changes in operating assets and liabilities consist of:
<S>                                                                      <C>                            <C>
    (Increase) decrease in other assets                                  $ (6,751)                      $ -
    Increase in accounts payable
     and accrued expenses                                                 250,699                   178,003
                                                                          --------                  -------

                                                                        $ 243,948                 $ 178,003
                                                                        ==========                =========

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

Non-cash investing activities:
     Unrealized gain on
      marketable securities                                                   $ -                     $ 691
                                                                              ====                    =====

Non-cash financing activities:
    Common stock issued to officers for
      loan financing                                                        $ 159                       $ -
                                                                            ======                      ===
    Common stock issued for loan financing                                $ 4,275                       $ -
                                                                          ========                      ===
    Issuance of stock options to non-employees                           $ 48,051                   $ 3,700
                                                                         =========                  =======
    Common stock issued for bonuses and
     consulting services                                                  $ 7,000                 $ 100,000
                                                                          ========                =========



</TABLE>

                 See notes to Consolidated Financial Statements

                                       6
<PAGE>

                      SCANTEK MEDICAL INC. AND SUBSIDIARIES
                   NOTES 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.

         During  the year ended  June 30,  1999,  the
       Company's  principal  operations  commenced  shipments  of
       the BreastCare(TM)/BreastAlert(TM) device in South America. The Company
       also regained rights to manufacture and sell
       BreastCare(TM)/BreastAlert(TM) in the United States of America, Canada
       and their territories and possessions. See Note 6 of Notes to
       Consolidated Financial Statements for further information. Accordingly,
       the Company is no longer considered a development stage enterprise, as it
       was through June 30, 1998. There is no assurance that commercially
       successful products will be developed, nor that the Company will achieve
       a profitable level of operations.

       2.   BASIS OF PRESENTATION
         The consolidated balance sheet as of September 30, 2002, 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 periods presented
       have been made.

         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 prior
       fiscal year and subsequent to June 30, 2002. As of September 30, 2002,
       the Company has a working capital deficit of approximately $6.3 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.

                                       -7-
<PAGE>



       3.   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 three  months ended  September  30, 2002 and 2001,
          potential  common shares were not used in the  computation  of diluted
          loss per common share, as their effect would be antidilutive.

       4.  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.


                                                 Three Months Ended
                                                    September 30,
                                            2002                    2001
                                    ---------------------   --------------------
   Total Revenues:
      United States                           $        -             $        -
      South America                                    -                      -
      Less intergeographic
        revenue                                        -                      -
                                                       -                      -
                                              $        -             $        -
                                              ==========               =========
   Loss from operations:
      United States                           $ (376,857)            $ (312,435)
      South America                              (34,122)               (35,000)
                                                 --------               --------
                                              $ (410,979)            $ (347,435)
                                              ===========             ==========





       5. STOCK-BASED COMPENSATION

          The Company accounts for employee stock options in accordance with the
          provisions of Accounting  Principles Board Opinion No. 25, "Accounting
          for Stock Issued to Employees." Accordingly,  stock options granted to
          employees are recorded using the intrinsic  value method.  The Company
          has adopted the  disclosure-only  provisions of Statement Of Financial
          Accounting    Standards   No.   123,   "Accounting   for   Stock-Based
          Compensation."  The  standard   encourages,   but  does  not  require,
          companies to recognize compensation expense for grants of stock, stock
          options and other equity instruments to employees based on fair value.


                                       -8-
<PAGE>

       6. STOCK ISSUED FOR SERVICES AND LOAN FINANCING
            During the three months ended September 30, 2002 and 2001, the
         Company issued 1,426,039 and 500,000 shares respectively of the
         Company's common stock to employees and non-employees as stock - based
         compensation in the amount of $49,911 and $100,000.

       7. STOCKHOLDERS' DEFICIENCY
          a)   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 expense
               of $48,051  during the three months ended  September  30, 2002 in
               connection  with the issuance of the  warrants.  The warrants are
               exercisable immediately and expire on November 1, 2007.


         b)    During the three months  ended  September  30, 2001,  the Company
               sold 775,000 shares of the Company's common stock for $62,000.

       8.  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 September 30, 2002.

       9.  RECENT ACCOUNTING PRONOUNCEMENTS
          On June 29, 2001, the Financial Accounting Standards Board (FASB)
         issued SFAS No. 141, "Business Combinations," and SFAS No. 142,
         "Goodwill and Intangible Assets." The major provisions of SFAS No. 141
         were 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. SFAS No. 142 eliminated
         the amortization of goodwill and certain other intangibles and requires
         an impairment test of their carrying value. An initial impairment test
         of goodwill and certain other intangibles must be completed in the year
         of adoption with at least an annual impairment test thereafter. On
         January 1, 2002, the Company adopted SFAS No. 142. The Company
         completed the initial impairment tests in the first quarter of fiscal
         2003, and determined that such test would not impact the Company's
         goodwill and certain other intangibles since such amounts are fully
         amortized at September 30, 2002. The provisions of SFAS No. 142 are
         effective for periods after adoption and retroactive application is not
         permitted. Therefore, the historical results of periods prior to 2002
         in the Company's Consolidated Statements of Operations do not reflect
         the effect of SFAS No. 142, however, the three months ended September
         30, 2001 includes no amortization expense.












                                       -9-
<PAGE>



          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 July 1,  2003.  Management  believes  the  effect  of
          implementing this pronouncement will not have a material impact on the
          Company's results of operations or financial position.

          In August  2001,  the FASB issued SFAS No.  144,  "Accounting  for the
          Impairment  or Disposal of  Long-Lived  Assets",  effective for fiscal
          years  beginning  after  December 15, 2001.  Under SFAS No. 144 assets
          held for sale  will be  included  in  discontinued  operations  if the
          operations  and cash  flows will be or have been  eliminated  from the
          ongoing  operations  of the entity  and the  entity  will not have any
          significant continuing involvement in the operations of the component.
          The Company adopted SFAS No. 144 on July 1, 2002. The adoption of SFAS
          No. 144 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  June  30,  2004.
          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.  Adoption  of this  Statement  is  required  with the
          beginning of fiscal year 2003.  The Company has not yet  completed the
          evaluation of the impact of adopting this Statement.

          On October 1, 2002, the Financial  Accounting  Standards  Board issued
          SFAS No. 147,  "Acquisitions of Certain Financial  Institutions." SFAS
          No. 147 removes acquisitions of financial  institutions from the scope
          of FASB  Statement No. 72,  "Accounting  for Certain  Acquisitions  of
          Banking  or  Thrift  Institutions",  and FASB  Interpretation  No.  9,
          "Applying  APB  Opinion  Nos.  16  and  17  When a  Savings  and  Loan
          Association  or a  Similar  Institution  is  Acquired  in  a  Business
          Combination  Accounted for by the Purchase  Method," and requires that
          those transactions be accounted for in accordance with FASB Statements
          Nos. 141 and 142.





                                      -10-

<PAGE>

         Additionally, this statement amends FASB Statement No. 144, "Accounting
         for the Impairment or Disposal of Long-Lived Assets," to include in its
         scope long-term customer-relationship intangible assets of financial
         institutions such as depositor and borrower relationship intangible
         assets and credit cardholder intangible assets. Consequently, those
         intangible assets are subject to the same undiscounted cash flow
         recoverability test and impairment loss recognition and measurement
         provisions that Statement No. 144 requires for other long-lived assets
         that are held and used.

         This statement became effective on October 1, 2002 and did not have a
         material impact on the Company's results of operations or financial
         position.

         10.   SUBSEQUENT EVENT

           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 fees.














                                      -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.

          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.
                                      -12-
<PAGE>

          The Company makes 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.

          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.

         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
                                      ----------------------------------
                                             Three Months Ended
                                             September 30, 2002
                                                compared with
                                             Three Months Ended
                                             September 30, 2001
                                      ----------------------------------
    Sales                                                             -
    Cost of sales                                                     -
    General and administrative
      expense                                                      30.1
    Research and development                                          -
    Interest expense                                               51.5
    Net (loss)                                                     25.9



                                      -13-


<PAGE>

         Three Months Ended September 30, 2002 vs.
          Three Months Ended September 30, 2001


     Revenues

          There were no sales for the three months ended September 30, 2002 and
2001.

     Cost of Sales

          Cost of sales (which consists of depreciation expense) of $66,096
         remained the same during the three months ended September 30, 2002 and
         2001.

     General and Administrative Expenses

          General and administrative expenses increased 30.1% to $274,883 during
         the three months ended September 30, 2002 from $211,339 during the
         three months ended September 30, 2001 due to increases in travel
         expenses and professional fees attributable to stock options issued for
         services offset by higher consulting fees in South America in 2001 also
         attributable to stock options issued for services.

     Interest Expense

          Interest expense increased to $156,217 during the three months ended
         September 30, 2002 from $103,101 during the three months ended
         September 30, 2001 primarily due to interest expense on stock issuance
         for loan financing.

     Research and Development Expense

          Research and development expense of $70,000 remained constant for the
three months ended September 30, 2002 and 2001.

      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.




                                      -14-
<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 September 30, 2002, the Company borrowed
       approximately $2.5 million from unaffiliated third parties. These loans
       are payable by the Company on various dates through December 31, 2003. In
       addition, as of September 30, 2002, 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 the fourth quarter of
       calendar 2002 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 for 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 will 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. Fiocruz will be an
       integrated part of the Company's BreastCare(TM) educational process.

                                      -15-

<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 have been prepaid and 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.









                                      -16-

<PAGE>

          New  Accounting   Pronouncements  On  June  29,  2001,  the  Financial
          Accounting  Standards  Board  (FASB)  issued SFAS No.  141,  "Business
          Combinations," and SFAS No. 142, "Goodwill and Intangible Assets." The
          major  provisions  of SFAS  No.  141  were 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.  SFAS No. 142 eliminated the  amortization of goodwill and
          certain other  intangibles  and requires an  impairment  test of their
          carrying  value.  An initial  impairment  test of goodwill and certain
          other  intangibles  must be completed in the year of adoption  with at
          least an annual  impairment test  thereafter.  On January 1, 2002, the
          Company  adopted  SFAS No.  142.  The  Company  completed  the initial
          impairment  tests in the first quarter of fiscal 2003,  and determined
          that such test would not impact the  Company's  goodwill  and  certain
          other  intangibles since such amounts are fully amortized at September
          30, 2002.  The  provisions  of SFAS No. 142 are  effective for periods
          after   adoption  and   retroactive   application  is  not  permitted.
          Therefore,  the  historical  results of  periods  prior to 2002 in the
          Company's  Consolidated  Statements  of  Operations do not reflect the
          effect of SFAS No. 142, however,  the three months ended September 30,
          2001 includes no amortization expense.

          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 July 1,  2003.  Management  believes  the  effect  of
          implementing this pronouncement will not have a material impact on the
          Company's results of operations or financial position.

          In August  2001,  the FASB issued SFAS No.  144,  "Accounting  for the
          Impairment  or Disposal of  Long-Lived  Assets",  effective for fiscal
          years  beginning  after  December 15, 2001.  Under SFAS No. 144 assets
          held for sale  will be  included  in  discontinued  operations  if the
          operations  and cash  flows will be or have been  eliminated  from the
          ongoing  operations  of the entity  and the  entity  will not have any
          significant continuing involvement in the operations of the component.
          The Company adopted SFAS No. 144 on July 1, 2002. The adoption of SFAS
          No. 144 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  June  30,  2004.
          Management  believes  that  adopting  this  statement  will not have a
          material  effect on the  Company's  results of operations or financial
          position.







                                      -17-

<PAGE>

          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.  Adoption  of this  Statement  is  required  with the
          beginning of fiscal year 2003.  The Company has not yet  completed the
          evaluation of the impact of adopting this Statement.

          On October 1, 2002, the Financial  Accounting  Standards  Board issued
          SFAS No. 147,  "Acquisitions of Certain Financial  Institutions." SFAS
          No. 147 removes acquisitions of financial  institutions from the scope
          of FASB  Statement No. 72,  "Accounting  for Certain  Acquisitions  of
          Banking  or  Thrift  Institutions",  and FASB  Interpretation  No.  9,
          "Applying  APB  Opinion  Nos.  16  and  17  When a  Savings  and  Loan
          Association  or a  Similar  Institution  is  Acquired  in  a  Business
          Combination  Accounted for by the Purchase  Method," and requires that
          those  transactions be accounted for in accordance with FASB Statement
          Nos. 141 and 142.

          Additionally,   this   statement   amends  FASB   Statement  No.  144,
          "Accounting  for the Impairment or Disposal of Long-Lived  Assets," to
          include in its scope long-term customer-relationship intangible assets
          of financial  institutions such as depositor and borrower relationship
          intangible   assets   and   credit   cardholder   intangible   assets.
          Consequently,   those  intangible  assets  are  subject  to  the  same
          undiscounted  cash  flow   recoverability  test  and  impairment  loss
          recognition and measurement  provisions that Statement No.144 requires
          for other long-lived assets that are held and used.

          This statement  became effective on October 1, 2002 and did not have a
          material  impact on the  Company's  results of operations or financial
          position.









                                      -18-


<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 in timely
       alerting them to material information relating to the Company (including
       its consolidated subsidiaries) required to be included in the Company's
       periodic SEC filings. 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
          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 September 30, 2002.

     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



















                                      -19-


<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 302 of the
               Sarbanes-Oxley Act of 2002.

               Exhibit 99.2 Certification pursuant to 18 U.S.C. Section 1350,
               as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
               2002.

       (b)     On October 9, 2002 the Company filed a Report of Form 8-K
               disclosing a change in the Registrant's Certifying Accountants.
               The former accountants, Wiener, Goodman & Company, P.C. ("Wiener,
               Goodman"), resigned as the Registrant's certifying accountants,
               although Wiener, Goodman agreed to provide accounting services on
               an ongoing basis with respect to the Registrant's books and
               records.
               During the Registrant's two most recent fiscal years and during
               the subsequent interim period preceding Wiener Goodman's
               resignation, the Registrant had no disagreement with Wiener
               Goodman on any matter of accounting principles or practices,
               financial statement disclosure or auditing scope or procedure.
               The Registrant, pursuant to the approval of the Board of
               Directors of the Registrant, engaged Grassi & Co., CPAs, P.C. as
               the Registrant's certifying accountants to audit the financial
               statement of the Registrant for its fiscal year ending June 30,
               2002. During the Registrant's two most recent fiscal years and
               the interim period prior to Grassi & Co.'s engagement as the
               Registrant's principal accountants, neither the Registrant not
               anyone on its behalf has consulted Grassi & Co. on either (I) the
               application of accounting principles to any transaction
               (completed or proposed) or (ii) the type of audit that might be
               rendered on the Registrant's financial statements or (iii) any
               matter that was either the subject of a disagreement or a
               reportable event as such terms are defined in Item 304 of
               Regulation S-K.









                                      -20-




<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:  November 14, 2002













                                      -21-