SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC. 20549
                                  FORM 10-Q


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

             For the quarterly period ended June 30, 2004 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     0-9643

                            MEGATECH CORPORATION
           (Exact name of registrant as specified in its charter)

              Massachusetts                                04-2461059
     (State or other jurisdiction of                     (IRS. Employer
      incorporation of organization)                   Identification No.)

     555 WOBURN STREET,TEWKSBURY,MA                          01876
(Address of principal executive offices)                   (Zip Code)

                               (978) 937-9600
            (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.      Yes XX      No __


Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).      Yes __      No XX


There were 3,906,958 shares of common stock outstanding at August 5, 2004.


<PAGE>  1


                            MEGATECH CORPORATION
                            --------------------
                         QUARTERLY REPORT FORM 10-Q
                                JUNE 30, 2004


PART 1.   FINANCIAL INFORMATION
-------------------------------

ITEM 1.   Financial Statements (Unaudited)                             Page
                                                                       ----

          Balance Sheet - June 30, 2004 and December 31, 2003            3

          Statement of Operations- for the quarter and six months        4
           ended June 30, 2004 and June 30, 2003

          Statement of Cash Flows- for the six months ended              5
             June 30, 2004 and June 30, 2003

          Notes to Financial Statements- June 30, 2004                   6


ITEM 2.   Management's Discussion and Analysis of Financial              8
           Condition and Results of Operations

ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk     9

ITEM 4.   Controls and Procedures                                        9

PART II.  OTHER INFORMATION

ITEM 1.   Legal Proceedings                                             10

ITEM 2.   Changes in Securities and Use of Proceeds                     10

ITEM 3.   Defaults Upon Senior Securities                               10

ITEM 4.   Submission of Matters to a Vote of Security Holders           10

ITEM 5.   Other Information                                             10

ITEM 6.   Exhibits and Reports on Form 8-K                              10

          Signature Page                                                11

          Exhibits                                                      12


<PAGE>  2


PART 1.   FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS

                            MEGATECH CORPORATION
                                BALANCE SHEET

<TABLE>
<CAPTION>
                                             JUNE 30, 2004    DEC. 31, 2003
                                              (UNAUDITED)       (AUDITED)
                                             -------------    -------------


                                            <c>             <c>
ASSETS
Current assets:
  Cash and cash equivalents                    $   37,581      $  202,158
  Accounts receivable:
    Trade                                         216,661         113,037
    Other                                           1,805          20,630
  Inventories                                     554,405         418,713
  Prepaid expenses                                  3,393           5,026
                                               ----------      ----------
       Total current assets                       813,845         759,564

  Property and equipment, net                      49,116          62,100
  Other assets                                      7,666           7,666
                                               ----------      ----------

Total assets                                   $  870,627      $  829,330
                                               ==========      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Note payable - line of credit                $  125,000      $        0
  Accounts payable - trade                        129,791          38,062
  Accrued liabilities                              72,813         116,337
  Customer advance payments                        40,326          12,487
                                               ----------      ----------
      Total current liabilities                   367,930         166,886

Stockholders' equity:
  Common Stock, par value $.0143 per share,
   5,000,000 shares authorized; 3,906,958
   shares issued and outstanding                   55,869          55,869
  Additional paid-in capital                    4,028,822       4,028,822
  Deficit                                      (3,581,994)     (3,422,247)
                                               ----------      ----------

      Total stockholders' equity                  502,697         662,444
                                               ----------      ----------

Total liabilities and stockholders' equity     $  870,627      $  829,330
                                               ==========      ==========
</TABLE>

                      See notes to financial statements


<PAGE>  3


                            MEGATECH CORPORATION
                     STATEMENT OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                          SIX MONTHS ENDED                   QUARTER ENDED
                                   JUNE 30, 2004    JUNE 30, 2003    JUNE 30, 2004    JUNE 30, 2003
                                   -------------    -------------    -------------    -------------


                                 <c>              <c>              <c>              <c>
Sales                               $  619,559       $2,252,064       $  281,177       $  683,670

Cost of sales                          351,217          970,832          152,551          292,088
                                    ----------       ----------       ----------       ----------

     Gross profit                      268,342        1,281,232          128,626          391,582
                                    ----------       ----------       ----------       ----------

Operating expenses:
Selling                                312,749          964,500          152,339          312,718
General and administrative             102,620          112,478           56,659           51,608
Research and development                11,205           18,942            7,102            6,703
                                    ----------       ----------       ----------       ----------

      Total operating expenses         426,574        1,095,920          216,100          371,029
                                    ----------       ----------       ----------       ----------

Income (loss) from operations         (158,232)         185,312          (87,474)          20,553
                                    ----------       ----------       ----------       ----------

Other income (expense):
  Interest income                          466            1,486              170              666
  Interest expense                      (1,091)          (1,133)            (829)             (58)
  Other income (expense)                  (890)              57             (890)               0
                                    ----------       ----------       ----------       ----------

Other income (expense), net             (1,515)             410           (1,549)             608
                                    ----------       ----------       ----------       ----------

Net income (loss)                   $ (159,747)      $  185,722       $  (89,023)      $   21,161
                                    ==========       ==========       ==========       ==========

Net income (loss) per share
 - basic and diluted                $   (0.041)      $    0.047       $   (0.023)      $    0.005
                                    ==========       ==========       ==========       ==========

Weighted average number of common
 shares outstanding                  3,906,958        3,886,875        3,906,958        3,886,958
                                    ==========       ==========       ==========       ==========
</TABLE>

                     See notes to financial statements.


<PAGE>  4


                            MEGATECH CORPORATION
                     STATEMENT OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   SIX MONTHS ENDED
                                                            JUNE 30, 2004    JUNE 30, 2003
                                                            -------------    -------------


                                                           <c>              <c>
Cash flows from operating activities:

Net income (loss)                                             $(159,747)       $ 185,722

Adjustments to reconcile net income (loss) to net cash
 provided by (used in) operating activities:

  Depreciation and amortization                                  12,984           11,400
  Loss on sale of property and equipment                              0            1,170
  Common stock issued as compensation                                 0              160

Changes in operating assets and liabilities:

  Accounts receivable                                           (84,799)        (247,351)
  Prepaid expenses                                                1,633          (12,534)
  Inventories                                                  (135,692)         365,848
  Accounts payable- trade                                        91,729          (78,804)
  Accrued liabilities                                           (43,524)         (20,047)
  Customer advance payments                                      27,839            1,762
                                                              ---------        ---------
Net cash provided by (used in) operating activities            (289,577)         207,326
                                                              ---------        ---------

Cash flows from investing activities:
  Purchases of property and equipment                                 0           (5,646)
                                                              ---------        ---------
Net cash provided by (used in) investing activities                   0           (5,646)
                                                              ---------        ---------

Cash flows from financing activities:
  Payments on line of credit                                          0         (170,000)
  Advances on line of credit                                    125,000           70,000
  Payments on notes payable                                           0           (9,375)
                                                              ---------        ---------
Net cash used in financing activities                           125,000         (109,375)
                                                              ---------        ---------

Net increase (decrease) in cash and cash equivalents           (164,577)          92,305

Cash & cash equivalents, beginning of period                    202,158           30,327
                                                              ---------        ---------

Cash & cash equivalents, end of period                        $  37,581        $ 122,632
                                                              =========        =========
</TABLE>

                     See notes to financial statements.


<PAGE>  4


                            MEGATECH CORPORATION
                        NOTES TO FINANCIAL STATEMENTS
                                JUNE 30, 2004

1     NATURE OF THE BUSINESS
      ----------------------

Megatech Corporation began its operations in 1970 and went public in 1972.
It was originally organized to develop and sell its proprietary and
patented oil-less, multi-fueled, transparent engine.  The inventors are
M.I.T. graduates, well known for their technological expertise.

Megatech developed the nation's first modular technology program focusing
on energy conversion devices and alternative energies, such as:  solar
thermal, solar photovoltaic, wind, hydro and geothermal systems.  Following
these modules, Megatech added to its product line 40 more modules covering
communications technology in fiber optics, laser, ultrasonic, microwave,
and satellite systems.  Due to limited resources, however, the Company
elected to withhold these modules since they require highly skilled staff
to train instructors and initiate production.

The transportation industry has undergone tremendous changes in the past
decade.  New innovation in braking systems, steering and suspension,
computer-controlled engines, and safety features have fueled the demand for
high-tech trainers.  Megatech's automotive division has come to the aid of
schools and industry alike to meet these needs and capitalize on this
tremendous business potential.

Megatech Corporation provides instructional programs, along with training
equipment, as a turnkey system for the transportation industry.  Automotive
programs based on gas/diesel engines have been delivered with either GM,
VW, Ford or Cummins engines to schools; truck diesel trainers have been
delivered to nationally prominent training centers, the U.S. Military and
to the Middle East.  In addition, Megatech provides programs for marine
diesel, auto gasoline, and various hydraulic trainers for transportation
technology programs.

Since the transportation industry brought vast changes in electronics and
computerized vehicle management systems, it created a large demand for
training students and technicians in both schools and industry.  Because
Megatech pioneered in Technology Education Modules, the Company applied its
knowledge towards creating new designs for automotive training of students
and dealership technicians.

During the past 15 years, Megatech has been developing and marketing a
comprehensive line of Automotive Trainers for schools, U.S. military,
government and industry.  Approximately 4000 schools in the United States
and well over 20 nations around the world have bought Megatech
automotive/technology modules.

Megatech recently entered new markets with several custom designed trainers
for both the U.S. military and the automotive industry.  The Company
successfully completed new Basic Knowledge and Skills modules at Aberdeen
Proving Grounds. This was the first large scale military project the
Company has secured in the electronics area.  In addition, the Company
developed Ford Motor Company's first complete electricity and electronics
training program which will be used worldwide in the Ford Factory Training
Centers, Maintenance and Light Repair Programs, and Ford Asset Programs.


<PAGE>  6


Snap On Corporation, one of the largest manufacturer in the U.S. of
automotive tools and diagnostic equipment, has an agreement with Megatech
to market Megatech trainers to the transportation industry, government, and
public education.  Snap On considers Megatech automotive trainers
complimentary to their line of tools and diagnostic equipment and believes
the trainers will enhance the sale of Snap On products to public education.

2     BASIS OF PRESENTATION
      ---------------------

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission.  Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.

In the opinion of management,   all adjustments considered  necessary for a
fair presentation of the financial position, results of operations and cash
flows have been included.  Operating results for interim periods are not
necessarily indicative of the operating results that may be expected for
the full year.  For further information, refer to the financial statements
and footnotes thereto included in the Company's annual report on Form 10-K.

3     SIGNIFICANT ACCOUNTING POLICIES
      -------------------------------

Revenue recognition
-------------------
Revenue from product sales are recognized upon shipment.

Inventories
-----------
Inventories are valued at lower of cost (first-in-first-out) or market.

Property and equipment
----------------------
Property and equipment are recorded at cost.  Depreciation and amortization
is calculated using the straight-line method over the estimated useful
lives of the assets.  Costs of maintenance and repairs are charged to
expense while costs of significant renewals and betterments are
capitalized.

4     INVENTORIES
      -----------

Inventories consisted of the following:

                                  JUNE 30, 2004    DEC. 31, 2003
                                  -------------    -------------

          Raw materials             $274,229         $247,703
          Work in process             19,996           23,175
          Finished goods             260,180          147,835
                                    --------         --------
                                    $554,405         $418,713
                                    ========         ========


<PAGE>  7


5     PROPERTY AND EQUIPMENT
      ----------------------

  Property and equipment consisted of the following:

                                  JUNE 30, 2004    DEC. 31, 2003
                                  -------------    -------------

Machinery and equipment             $ 21,207         $ 21,207
Office equipment                      49,073           49,073
Leasehold improvements                71,054           71,054
Automobiles                           60,374           60,374
                                    --------         --------

Total                                201,708          201,708
Less accumulated depreciation        152,592          139,608
                                    --------         --------
Property and equipment - net        $ 49,116         $ 62,100
                                    ========         ========

6     MAJOR CUSTOMER INFORMATION
      --------------------------

For the period ended June 30, 2004 and 2003, sales to three unrelated sales
representatives comprised 49% and 84% of total sales, respectively.


ITEM 2.

                            MEGATECH CORPORATION
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS FOR THE QUARTER
                 AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003

RESULTS OF OPERATIONS
---------------------

Quarter Ended June 30, 2004 compared to quarter ended  June 30, 2003

Sales for the quarter ended June 30, 2004 were $281,177, compared to
$683,670 same quarter last year.  The decrease was primarily due to a
decrease in overall sales. Domestic sales in the quarter ended June 30,
2004 were $257,582 or 92% of total sales, compared  to $570,169 or 83% of
total sales for the same period last year.  International sales in the
quarter ended June 30, 2004 were $23,595 or 8% of total sales, compared to
$113,501 or 17% of total sales for the  same period last year.

Gross profit for the quarter ended June 30, 2004 was $128,626 or 46% of
sales, compared to $391,582 or 57% of sales, for the same quarter last
year.  The decrease is the result of higher materials and labor costs in
the current quarter.  Currently, there are no known future increases in
costs of materials, labor or other price increases which could have an
effect on sales other than normal inflation increases.

Selling and marketing expenses for the quarter ended June 30, 2004 were
$152,339 or 54% of sales, compared to $312,718 or 46% of sales for the same
period last year.  Major changes compared to the prior year include a
decrease in commission expense from 32% to 21%.  The overall increase as a
percentage of sales is due to fixed selling expenses accompanied by a
decrease in sales.

General and administrative expenses for the quarter ended June 30, 2004
were $56,659 or 20% of sales, compared to $51,608 or 8% of sales for the
same period last year. a percentage of sales is due to fixed G&A expenses
increase as accompanied by a decrease in sales

Research and development expenses for the quarter ended June 30, 2004 were
$7,102 or 3% of  sales, compared to $6,703 or 1% of sales, for the same
quarter last year.  The increase is due to outside engineering services.

The net loss for the quarter ended June 30, 2004 was $89,023 compared to
net income of $21,161 for the same quarter last year.  The decrease is the
result of the items discussed above.


<PAGE>  8


Six Months Ended June 30, 2004 compared to six months ended  June 30, 2003

Sales for the six months ended June 30, 2004 were $619,559, compared to
$2,252,064 for the same period last year. The decrease was due primarily to
a decrease in international sales.  Domestic sales in the six months ended
June 30, 2004 were $560,414 or 90% of total sales, compared to $976,236 or
43% of total sales for the same period last year. International sales in
the six months ended June 30, 2004 were $59,145 or 10% of total sales,
compared to $1,275,828 or 57% of total sales for the same period last year.
The decrease in international sales is attributable to sales through Snap
On International of training equipment and programs to the national
colleges of Venezuela in the first quarter of 2003.

Gross profit for the six months ended June 30, 2004 was $268,342 or 43% of
sales, compared to $1,281,232 or 57% of sales, for the same period last
year.  The decrease is the result of higher materials and labor costs in
the current year, combined with a decreased amount of sales. Currently,
there are no known future increases in costs of materials, labor or other
price increases which could have an effect on sales other than normal
inflation increases.

Selling and marketing expenses for the six months ended June 30, 2004 were
$312,749 or 50% of sales, compared to $964,500 or 43% of sales for the same
period last year.  The increase as a percentage of sales is due to fixed
selling expenses accompanied by a decrease in sales.

General and administrative expenses for the six months ended June 30, 2004
were $102,620 or 17% of sales, compared to $112,478 or 5% of sales for the
same period last year.  The increase as  a percent of sales is due to fixed
G&A expenses accompanied by a decrease in sales.

Research and development expenses for the six months ended June 30, 2004
were $11,205 or 1.8% of sales, compared to $18,942 or .8% of sales, for the
same period last year.  The increase as a percent of sales is due to a
lower sales base.

The net loss for the six months ended June 30, 2004 was $159,747 compared
to net income of $185,722 for the same period last year. The decrease is
the result of the items discussed above.

                       LIQUIDITY AND CAPITAL RESOURCES
                       -------------------------------

Working capital as of June 30, 2004 was $445,915 compared to $592,678 in
working capital at December 31, 2003. The decrease was attributable to the
net loss for the six months.

The Company maintains a secured line of credit in the amount of $500,000.
At June 30, 2004, $125,000 was outstanding under this line.  The Company
believes that cash generated from operations, together with existing
sources of debt financing, will be sufficient to meet foreseeable cash
requirements for the next twelve months.

There were no capital expenditures for the six months ended June 30, 2004,
compared to $5,600 for the same period in 2003.  No material purchase or
capital commitments exist at June 30, 2004.

The Company's backlog as of June 30, 2004 was $530,610 compared to $503,321
for the same period ended in 2003.

The Company's backlog as of August 4, 2004 was $2,236,718 which will ship
in Q3 and Q4 of 2004.  Significant portions of the backlog are as follows:
Snap On International shipments to Columbia $1,290,080, 4 Other
International customers $612,003, and 12 Domestic customers $334,635.


<PAGE>  9


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
          MARKET RISK

Not applicable.

ITEM 4.   CONTROLS AND PROCEDURES

The Company's disclosure controls and procedures have been evaluated.
Based on the evaluation, it was determined the Company's disclosure
controls and procedures are effective in ensuring information required to
be disclosed by the Company in its Exchange Act reports is accumulated and
communicated to the Company's management as appropriate to allow timely
decisions regarding required disclosures.

The Company's internal control structure has been evaluated.  Based on the
evaluation, it was determined that there were no significant changes in the
Company's internal controls or in other factors that could affect these
controls subsequent to the date of the evaluation, including any corrective
action with regard to significant deficiencies and material weaknesses.


PART II: OTHER INFORMATION

Item 1.   Legal Proceedings:                                None.

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.

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

      (a)   The following exhibits are filed herewith:

            31     Certifications
            32     Certification of Chief Executive Officer

      (b)   Reports on Form 8-K  None


<PAGE>  10


                                 SIGNATURES
                          -------------------------

      Pursuant to the requirement of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                            MEGATECH CORPORATION
                                (Registrant)


August 11, 2004           /s/ Vahan V. Basmajian
----------------------    -------------------------------------------------
Date                          Vahan V. Basmajian
                              President, Treasurer


<PAGE>  11