<PAGE>   1

                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended                 September 30, 1995             
                               -----------------------------------------------

                                        OR

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

For the transition period from                         to
                               -----------------------    --------------------


Commission file number                     1-6322                             
                       -------------------------------------------------------

                            Medalist Industries, Inc.                
             (Exact name of registrant as specified in its charter)

              Wisconsin                                  39-0873294           
 -----------------------------------            ----------------------------
   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                 Identification Number)


                        10850 West Park Place, Suite 150
                                   Milwaukee, Wisconsin  53224               
           ----------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (414) 359-3000                      
           ----------------------------------------------------------
             (Registrant's telephone number, including area code)


           ----------------------------------------------------------
              (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.

                           [X]  Yes           [ ]  No


     Number of shares of common stock outstanding as of September 30, 1995:
3,868,387 par value $1.00 per share
<PAGE>   2
PART I -- FINANCIAL INFORMATION

Item 1.  Financial statements.

   The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations.  The Company believes that its review
of estimates and accruals each quarter, and the disclosures included herein,
are adequate to make the information presented not misleading.  It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and the notes thereto included in the Company's latest
Annual Report on Form 10-K.

   Financial statements presented are:
       Consolidated balance sheets -- September 30, 1995 and December 31,
         1994.  
       Consolidated statement of operations for the three and nine months
         ended September 30, 1995 and 1994.  
       Consolidated statement of cash flows for the nine months ended
         September 30, 1995 and 1994.  
       Notes to condensed consolidated financial statements -- September 30,  
         1995.

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


RESULTS OF OPERATIONS

     Revenues of $29 million for the third quarter ended September 30, 1995
were down $2.6 million when compared to the same period in 1994.  However, last
year's results included $1.9 million of revenues from the Company's former
Redi-Bolt operation, previously included in the Hardware Division, which was
sold at year end 1994.  Revenues for the remaining operations in the Hardware
Division were flat period to period.  The Company's C-Tech Division's sales
growth slowed during the quarter as the Division reported a modest 2% increase
in revenues over the same period last year.  Reduced customer requirements and
longer than expected new customer start-up times were the primary causes of
this slowdown.  The Industrial Fastener Division, although benefiting from
increased automotive sales, continued to experience reduced overall revenues
(95.5% of same period 1994 levels).

     Revenues were $95.8 million for the first nine months of 1995 compared to
$100.9 million in the same period of 1994.  However, since the Redi-Bolt
operation contributed $5.3 million to 1994 nine months revenues, revenues for
the first nine months were flat period to period.  While the Company's C-Tech
and Hardware Divisions reported increases in year to date revenues, 8% and 4%
respectively, the Company's Industrial Fastener Division experienced a 3%
decrease in the nine month's revenue when compared to last year.

     The gross margin percentage for the three month period ended September 30,
1995 was 25.4%, as compared to 23.3% for the same period last year.  The
Industrial Fastener Division showed significant improvement in its gross
margin, increasing from 19.1% in the third quarter of 1994 to 25.4% in the
third quarter of 1995.  This improvement was the result of selling price
increases, better plant utilization and overall cost reductions.  The Company's
C-Tech and Hardware Divisions' gross margins both decreased from prior year
levels, with both divisions being adversely affected by increased material
costs.  Overall for the first nine months, consolidated gross margins were
relatively flat period to period.
<PAGE>   3
     Selling, general and administrative expenses for the third quarter were
13% lower than the third quarter of 1994 and 9% lower for the year to date
period.  The Company's C-Tech Division experienced an increase over 1994 in
operating expenses for the quarter, due to start-up costs of two additional
branches and increased employment.  The Division's SG & A expenses are expected
to be more in line at the end of the calendar year.  The Industrial Fastener
Division reported a 13% decrease in SG & A costs, reflecting the Division's
continuing efforts to streamline its operations.

     Interest expense for the third quarter was down 4% compared to the third
quarter of last year, but up 14% for the first nine months.  The third quarter
decrease reflects the Company's reduced level of bank borrowings for this
period.  However, higher interest rates throughout the current year were
responsible for the year to date increase.

     Net loss for the current quarter was $46,000 versus a net loss of $1.063
million last year.  The current quarter benefited from a $225,000 reversal of
an accrual for a customer credit that was settled for less than had been
provided.  Net income for the nine months was $995,000 versus a net loss of
$258,000 for the same period last year.  The Company had no provision for
income taxes in 1995 or 1994 due to utilization of net operating loss
carryforwards.


CHANGES IN FINANCIAL CONDITION

     The Company's working capital decreased by $2.0 million from December 31,
1994 to $27.8 million at September 30, 1995.  A $.9 million decrease in cash,
used to pay down long term debt, and a $1.0 million reduction in inventories
were the major contributors to the working capital decrease.  The inventory
decrease was concentrated at the Industrial Fastener Division, where management
continued to meet current customer demand with reduced inventory levels.  The
Industrial Fastener Division's decrease in inventories was partially offset by
increased inventory levels at the C-Tech operation.  The Company had no
material outstanding commitments for capital expenditures at September 30,
1995.  Capital expenditures of $975,000 for the first nine months of 1995 were
$1.9 million less than the same period a year ago.

     Although the Company has significantly reduced its long term debt during
the first nine months of the year, down $4.8 million from December 31, 1994, it
was not able to meet its income, interest and fixed charge coverage ratios
under the covenants of its credit facility for the third quarter of 1995.  The
Company's bank group has issued waivers on these violations.

     Management believes that the Company's ability to generate funds through
operations and its existing credit facilities are sufficient to provide the
necessary funding to continue its operations through the end of 1995.
Management also believes that the Company's bank group will establish
achievable covenants for the 1996 year under its existing credit arrangement,
which should provide adequate capital through 1996 and beyond.
<PAGE>   4
Consolidated balance sheets
Dollars in thousands (unaudited)
<TABLE>
<CAPTION>
                                                September 30,     December 31,
                                                1995              1994        
                                                ------------      ------------
<S>                                             <C>               <C>
Assets
  Current assets:
   Cash                                         $        906      $      1,765
   Accounts receivable, less allowance
    for doubtful accounts of $653 and $1,229          15,186            15,501
   Inventories                                        29,022            30,066
   Prepaid expenditures                                3,009             2,625
   Assets held for sale                                  187               255
                                                ------------      ------------
   Total current assets                               48,310            50,212

  Other assets:
   Intangibles less accumulated amortization
    of $5,182 and $4,284                              20,976            21,874
   Other noncurrent assets                             5,647             5,375
                                                ------------      ------------
   Total other assets                                 26,623            27,249

  Plant and equipment, at cost:
   Land & buildings                                      593               590
   Machinery and equipment                            26,810            25,983
                                                ------------      ------------
   Total                                              27,403            26,573
   Less accumulated depreciation                      12,482            10,330
                                                ------------      ------------
   Net plant and equipment                            14,921            16,243
                                                ------------      ------------
  Total assets                                  $     89,854      $     93,704
                                                ------------      ------------

Liabilities and stockholders' equity
  Current liabilities:
   Accounts payable                             $     11,081      $     10,967
   Accrued liabilities                                 4,493             4,773
   Current maturities of debt and capital leases       3,020             3,030
   Liabilities of discontinued operations              1,956             1,675
                                                ------------      ------------
   Total current liabilities                          20,550            20,445

Long-term liabilities:
  Long-term debt                                      27,873            32,140
  Obligations under capital leases                        35                49
  Convertible subordinated debentures                  7,242             7,760
  Other liabilities                                    3,279             3,631
                                                ------------      ------------
  Total long-term liabilities                         38,429            43,580

Stockholders' equity
  Common stock ($1.00 par value), authorized
   10,000,000 issued 3,868,387 shares
   September 30, 1995 and 3,837,054 shares
   December 31, 1994                                   3,868             3,837
  Capital in excess of par value                      17,104            16,934
  Retained earnings                                    9,903             8,908
                                                ------------      ------------
  Total stockholders' equity                          30,875            29,679
                                                ------------      ------------
Total liabilities and stockholders' equity      $     89,854      $     93,704
                                                ------------      ------------

</TABLE>

<PAGE>   5
==============================================================================
Consolidated statement of operations
Dollars in thousands except per share data (unaudited)                        
==============================================================================
<TABLE>
<CAPTION>
                                    Periods ended September 30, 1995          
                                    ------------------------------------------
                                    Three months          Nine months         
                                    -------------------   --------------------
                                    1995        1994       1995       1994    
                                    --------    -------    -------    --------
<S>                                 <C>         <C>        <C>       <C>        
Net sales                            $ 29,082   $ 31,693   $ 95,786  $100,915
  Cost of products sold                21,698     24,315     71,768    76,432
  Selling, general & administration     6,472      7,440     20,014    22,093
                                    ---------   --------   --------  --------

Operating income (loss)                   912        (62)     4,004     2,390

  Interest expense                        958      1,001      3,009     2,648
                                    ---------   --------   --------  --------

Income (loss) before income taxes         (46)    (1,063)       995      (258)

  Provision for income taxes                0          0          0         0
                                    ---------   --------   --------  --------

Net income (loss)                   $     (46)  $ (1,063)  $    995  $   (258)
                                    ---------   --------   --------  -------- 

Earnings (loss) per share
  (based on average outstanding
  common stock and common stock equivalents)
  Primary
  Net income (loss)               $    (0.01) $  (0.28)  $   0.26  $  (0.07) 
                                    ---------   --------   --------  --------

  Assuming full dilution
  Net income (loss)               $    (0.01) $  (0.28)  $   0.26  $  (0.07) 
                                    ---------   --------   --------  --------

Average shares outstanding:
  Primary                           3,872,624  3,826,490  3,860,721  3,848,996
  Full Dilution                     3,872,624  3,826,490  3,863,550  3,848,996

</TABLE>
==============================================================================
<PAGE>   6
Consolidated statement of cash flows
Dollars in thousands (unaudited)                                              
============================================================================
<TABLE>
<CAPTION>
                                                  Periods ended September 30
                                                  --------------------------
                                                  Nine months               
                                                  --------------------------
                                                  1995           1994       
                                                  ------------   -----------
<S>                                               <C>          <C>
Cash flows from operating activities
  Net income                                      $        995   $      (258)
  Adjustments to reconcile net income
   to net cash provided by operating activities:
  Depreciation                                           2,242         2,017
  Amortization                                             898         1,109
  (Gain)/loss on disposal of plant and equipment            (4)           26

  Changes in
   Accounts receivable                                     315        (1,761)
   Inventories                                           1,044        (1,242)
   Prepaid expenditures                                   (384)         (159)
   Accounts payable and accrued liabilities               (166)        2,442
   Noncurrent assets and liabilities                      (624)       (1,247)
                                                  ------------  ------------ 
  Net cash provided by continuing operations             4,316           927

Cash flows provided (used) by
  discontinued operations                                  349            (7)

Cash flows from investing activities
  Purchases of plant and equipment                        (975)       (2,874)
  Proceeds from disposal of plant and equipment             59             0
                                                  ------------  ------------
  Net cash used by investing activities                   (916)       (2,874)

Cash flows from financing activities
  Net bank debt increase(decrease)                      (4,277)        2,664
  Net subordinated debenture (decrease)                   (518)         (510)
  Net capital lease (decrease)                             (14)          (33)
  Proceeds from sale of common stock                       201           133
                                                  ------------  ------------
  Net cash provided (used) by
    financing activities                                (4,608)        2,254


                                                  ------------  ------------
Net increase (decrease) in cash                           (859)          300


Cash at beginning of period                              1,765           472
                                                  ------------  ------------


Cash at end of period                             $        906  $        772
                                                  ------------  ------------

Cash paid for:
  Interest                                        $      2,720  $      2,196
  Income taxes                                    $          9  $         80
</TABLE>
<PAGE>   7
Notes to condensed financial statements
Dollars in thousands (unaudited)                                              
=============================================================================

1.  The statements presented herein reflect all normal recurring adjustments
which, in the opinion of management, are necessary for a fair statement of the
results of the interim periods shown.  Operating results for the period ending
September 30, 1995 are not necessarily indicative of the results that may be
expected for the entire year ending December 31, 1995.  During the third
quarter of 1995, the Company reversed a $225,000 accrual for a customer credit
that was settled for an amount less than what had been provided.

2.  Inventories are stated at the lower of last-in-first-out cost or market.
Inventory cost includes material, labor, and all work associated with
production.  The major classes of inventory are not segregated on the books of
the Company as to raw materials, work in process, and finished products, except
at the date of a physical inventory, which are at interim dates for most
divisions.  However, a reasonable estimate of these allocations of inventory
are as follows:

<TABLE>
<CAPTION>
                                            September 30,      December 31,
                                            1995               1994       
                                            -----------        -----------
     <S>                                    <C>                <C>
     Raw materials                          $     4,359        $     3,955
     Work in process                              4,512              4,425
     Finished product                            20,151             21,686
                                            -----------        -----------
     Total                                  $    29,022        $    30,066
                                            -----------        -----------
</TABLE>

3.  The earnings per common share computation for the periods ended September
30, are as follows:
<TABLE>
<CAPTION>
                                     Three months ended September 30,         
                                     -----------------------------------------
                                     1995                  1994               
                                     -------------------   -------------------
                                     Shares     Earnings   Shares     Earnings
                                     ---------  --------   ---------  --------
<S>                                  <C>        <C>        <C>        <C>
 Average shares outstanding          3,864,814             3,826,490
 Net (loss)                                     $   (46)              $(1,063)
 Assumed issuance of stock upon
  the exercise of stock options          7,810         0           0        0 
                                     ---------  --------   ---------  --------
 Basis of primary computation        3,872,624  $   (46)   3,826,490  $(1,063)
                                     ---------  --------   ---------  --------
 (Loss) per share                               $ (0.01)              $ (0.28)
                                                --------              --------

Fully diluted
 Average shares outstanding          3,864,814             3,826,490
 Net (loss)                                     $   (46)              $(1,063)
 Assumed issuance of stock upon
  the exercise of stock options          7,810         0           0        0 
                                     ---------  --------   ---------  --------
 Basis of fully-diluted computation  3,872,624  $   (46)   3,826,490  $(1,063)
                                     ---------  --------   ---------  --------
 (Loss) per share                               $ (0.01)              $ (0.28)
                                                --------              --------
</TABLE>
<PAGE>   8
<TABLE>
<CAPTION>
                                     Nine months ended September 30,          
                                     -----------------------------------------
                                     1995                  1994               
                                     -------------------   -------------------
                                     Shares     Earnings   Shares     Earnings
                                     ---------  --------   ---------  --------
<S>                                  <C>        <C>        <C>        <C>
 Average shares outstanding          3,859,331             3,821,554
 Net income (loss)                              $    995              $  (258)
 Assumed issuance of stock upon
  the exercise of stock options          1,390         0      27,442        0 
                                     ---------  --------   ---------  --------
 Basis of primary computation        3,860,721  $    995   3,848,996  $  (258)
                                     ---------  --------   ---------  --------
 Earnings (loss) per share                      $   0.26              $ (0.07)
                                                --------              --------

Fully diluted
 Average shares outstanding          3,859,331             3,821,554
 Net income (loss)                              $    995              $  (258)
 Assumed issuance of stock upon
  the exercise of stock options          4,219         0      27,442        0 
                                     ---------  --------   ---------  --------
 Basis of fully-diluted computation  3,863,550  $    995   3,848,996  $  (258)
                                     ---------  --------   ---------  --------
 Earnings (loss) per share                      $   0.26              $ (0.07)
                                                --------              --------
</TABLE>
<PAGE>   9
PART II -- OTHER INFORMATION

Item 1.    Legal proceedings.  N/A

Item 2.    Changes in securities.  N/A

Item 3.    Defaults upon senior securities.  N/A

Item 4.    Submission of Matters to a Vote of Security Holders.  N/A

Item 5.    Other Information.

           On October 24, 1995 the Company announced that its Board of
Directors, at a regularly scheduled meeting, unanimously elected Mark Train to
its Board.

Item 6.    Exhibits and reports on Form 8-K.  N/A

           The Company did not file any reports on Form 8-K during the three
months ended September 30, 1995.



     EXHIBITS
     (99.1)  Memoranda from Harris Bank, as agent for the Company's lenders,
to the Company regarding waiver of compliance with Section 7.8(Income
Covenant), Section 7.9 (Interest Coverage Ratio) and Section 7.11(Fixed Charge
Ratio) of the Company's amended loan agreement.







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.

     Medalist Industries, Inc.



By:  /s/ James S. Dahlke        03/25/96      /s/ John T. Paprocki    03/25/96
     -----------------------------------      --------------------------------
     James S. Dahlke             Date         John T. Paprocki        Date
     President and Chief Executive Officer    Chief Financial Officer