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, 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 October 31, 2001, there were 26,245,690 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
                     September 30, 2001 (unaudited) and
                     June 30, 2001                                          2

                  Consolidated Statements of Operations
                     and Comprehensive (Loss) for the
                     Three Months Ended September 30,
                     2001 and 2000 (unaudited)                            3 - 4

                  Consolidated Statements of Cash Flows
                     For the Three Months Ended September
                     30, 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 three months ended September
30, 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>
                                                                      September 30,        June 30,
                                                                           2001              2001
                                                                           ----              ----

                                                                       (Unaudited)
<S>                                                                 <C>               <C>
                             ASSETS
Current Assets:
    Cash                                                              $      1,428    $      6,026
    Marketable securities                                                    3,456           2,765
    Inventories                                                            547,824         547,824
                                                                      ------------    ------------
        Total Current Assets                                               552,708         556,615
                                                                      ------------    ------------
Property and equipment - net                                             1,174,817       1,248,558
Other assets - net                                                          33,352          33,567
                                                                      ------------    ------------
    TOTAL ASSETS                                                      $  1,760,877    $  1,838,740
                                                                      ============    ============

            LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
    Short-term debt                                                   $  1,316,849    $  1,298,628
    Current portion of long-term debt                                    1,000,000         850,000
    Accounts payable                                                     1,290,412       1,269,839
    Accrued interest                                                     1,023,253         927,490
    Accrued salaries                                                     1,682,472       1,612,472
    Accrued expenses                                                       546,102         554,435
                                                                      ------------    ------------
        Total Current Liabilities                                        6,859,088       6,512,864
                                                                      ------------    ------------
Long-term debt                                                           2,001,667       2,141,609
                                                                      ------------    ------------
        Total Liabilities                                                8,860,755       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 26,245,690 and
     24,970,670 shares                                                      26,246          24,971
    Additional paid-in-capital                                           4,450,507       4,286,082
    Cumulative other comprehensive loss                                   (298,544)       (299,235)
    Deficit                                                            (11,278,087)    (10,827,551)
                                                                      ------------    ------------
        Total Stockholders' Deficiency                                  (7,099,878)     (6,815,733)
                                                                      ------------    ------------
    TOTAL LIABILITIES AND STOCKHOLDERS'
     DEFICIENCY                                                       $  1,760,877    $  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>
                                                                    Three Months Ended September 30,
                                                                     2001                     2000
                                                                     ----                     ----
<S>                                                                   <C>                           <C>
Revenues:
    Net sales                                                    $         --                   $        --
    License fees                                                           --                            --
                                                                 ------------                   -----------
                                                                           --                            --
                                                                 ------------                   -----------
Costs and expenses:
    Cost of sales                                                      66,096                       149,860
    General and administrative
     expenses                                                         211,339                       242,951
    Research and development                                           70,000                        70,000
                                                                 ------------                   -----------
                                                                      347,435                       462,811
                                                                 ------------                   -----------
Loss from operations                                                 (347,435)                     (462,811)
                                                                 ------------                   -----------
Other income (expense):
    Interest and dividends                                                  4                            14
    Interest expense                                                 (103,105)                     (152,894)
                                                                 ------------                   -----------
                                                                     (103,101)                     (152,880)
                                                                 ------------                   -----------
Net loss                                                         $   (450,536)                  $  (615,691)
                                                                 ============                   ===========
Loss per common share - basic and diluted                        $      (0.02)                        (0.03)
                                                                 ============                   ===========
Weighted average number of
 common shares outstanding - basic and diluted                     25,954,024                    18,862,867
                                                                 ============                   ===========
</TABLE>

                See notes to consolidated financial statements.

                                      -3-

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

                                            Three Months Ended September 30,
                                            --------------------------------
                                             2001                   2000
                                             ----                   ----

Net loss                               $   (450,536)           $   (615,691)

Other comprehensive income (expense)
   net of income taxes:

      Unrealized gain (loss) on
        marketable securities                   691                  (6,483)
                                       ------------            ------------
Comprehensive loss                     $   (449,845)           $   (622,174)
                                       =============           =============



                See notes to consolidated financial statements.

                                      -4-

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

                                               Three Months Ended September 30,
                                               --------------------------------
                                                     2001            2000
                                                     ----            ----
Cash flows from operating activities:
    Net loss                                      $(450,536)      $(615,691)
Adjustments to reconcile net
 loss to net cash used in operating activities:
    Depreciation and amortization                    73,956          91,768
    Non-employee stock based compensation           103,700              --
    Non-cash officers compensation                       --          40,367
    Changes in operating assets
     and liabilities                                178,003         361,644
                                                  ---------       ---------
       Net Cash (Used in)
        Operating Activities                        (94,877)       (121,912)
                                                  ---------       ---------
Cash flows from financing activities:
    Proceeds from borrowings                         12,000              --
    Proceeds from officer loans                      18,524         121,500
    Repayment of officer loans                       (1,000)             --
    Repayment of notes                               (1,245)         (1,077)
    Proceeds from sale of common stock               62,000              --
                                                  ---------       ---------
       Net Cash Provided by
        Financing Activities                         90,279         120,423
                                                  ---------       ---------
Net (decrease) in Cash                               (4,598)         (1,489)

Cash - beginning of period                            6,026           2,898
                                                  ---------       ---------
Cash - end of period                              $   1,428       $   1,409
                                                  =========       =========

                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,
                                                           --------------------------------
                                                               2001               2000
                                                               ----               ----
<S>                                                       <C>                  <C>
Changes in operating assets and liabilities consist of:
    Decrease in inventory                                 $      --            $  59,643
    Decrease in prepaid expenses                                 --                8,266
    Increase in accounts payable
     and accrued expenses                                   178,003              293,735
                                                          ---------            ---------
                                                          $ 178,003            $ 361,644
                                                          =========            =========
Supplementary information:
    Cash paid during the year for:
       Interest                                           $     225            $     533
                                                          =========            =========
       Income Taxes                                       $     200            $     200
                                                          =========            =========
Non-cash investing activities:
     Unrealized gain (loss) on
      marketable securities                               $     691            $  (6,483)
                                                          =========            =========
Non-cash financing activities:
    Issuance of stock option to
      non-employees                                       $   3,700            $      --
                                                          =========            =========
    Common stock issued to officers for
      loan financing                                      $      --            $  40,367
                                                          =========            =========
    Common stock issued for bonuses
      and consulting services                             $ 100,000            $      --
                                                          =========            =========
</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 September 30, 2001, and the
       consolidated statements of operations and comprehensive (loss) and cash
       flows for the three months ended September 30, 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 September 30, 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 three months
       ended September 30, 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.

                                                     Three Months Ended
                                                        September 30,
                                              -------------------------------
                                                  2001                  2000
                                                  ----                  ----
   Total Revenues:
      United States                           $        -               $      -
      South America                                    -
      Europe
                                                       -                      -
      Less intergeopraphic
        revenue                                        -                      -
                                              ----------             ----------
                                              $        -               $      -
                                              ==========             ==========
   Loss from operations:
      United States                           $ (312,435)            $ (350,124)
      South America                              (35,000)              (112,687)
                                              ----------             ----------
                                              $ (347,435)            $ (462,811)
                                              ==========             ==========

3.     STOCK-BASED COMPENSATION

           For the three months ended September 30, 2001 the Company issued
       500,000 shares of the Company's common stock to non-employees as stock
       based compensation in the amount of $100,000.

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
                                        ---------------------------------------
                                                     Three Months Ended
                                     September 30, 2001 compared with the three
                                            months ended September 30, 2000
                                            -------------------------------

        Sales                                                -
        License fee revenue                                  -
        Cost of sales                                    (55.9)
        General and administrative
          expense                                        (13.0)
        Research and development                             -
        Interest expense                                 (32.6)
        Net (loss)                                       (26.8)

                                      -10-
<PAGE>

         THREE MONTHS ENDED SEPTEMBER 30, 2001 VS.
         -----------------------------------------
            THREE MONTHS ENDED SEPTEMBER 30, 2000
            -------------------------------------

     Revenues
     --------

           There were no sales or license fee revenues during the three months
       ending September 30, 2001 and the three months ended September 30, 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 fourth quarter of calendar 2001
       to Brazil 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 first 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 $66,096 during the three months ended
       September 30, 2001 from $149,860 during the three months ended September
       30, 2000 primarily due to an inventory write off of $59,643 for expired
       product at the South American location during the three months ended
       September 30, 2000.

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

           General and administrative expenses decreased to $211,339 during the
       three months ending September 30, 2001 from $242,951 during the three
       months ended September 30, 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 $103,105 for the three months ended September 30,
         2001 compared to $152,894 for the three months ended September 30,
         2000. The 3.6% decrease was attributable to lower interest rates.

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

           Research and development expense of $70,000 stayed the same for the
       three months ended September 30, 2001 and 2000. Salaries incurred by the
       Company in the experimental area of development of its product remained
       constant.

                                      -11-
<PAGE>

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.

           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 but key
       personnel for the former licensee have joined Scantek. 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 September 30,
       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 October 1, 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 fourth quarter of calendar 2001 to cover the operations
       of the Company in calendar 2001 and 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 first half of
       calendar 2002. The Company will ship the production equipment for arrival
       by the time construction is complete.

                                      -12-

<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 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. On May
       30, 2001, the Company received notification from the Mayor and the Health
       Secretary of Nova Iguacu that the BreastCare(TM)order will be in excess
       of $1.5 million.

                                      -13-

<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 for Baixada
       Fluminense (CISBAF) to discuss the expansion of the Women's Health
       Project for the Baixada Fluminense territory for an approximate $3
       million order. Baixada Fluminense 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.

           CISBAF is the representative for all the municipalities of the Health
       Ministry in Brazil. CISBAF is the most important health organization in
       Baixada Fluminense.

           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 calendar year 2001.

           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.

                                      -14-
<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.

                                      -15-
<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 September 30, 2001.







                                      -16-

<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 16, 2001










                                      -17-