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 March 31, 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 May 5, 2004.


<PAGE>


                            MEGATECH CORPORATION
                            --------------------
                         QUARTERLY  REPORT FORM 10-Q
                               MARCH 31, 2004

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

ITEM 1.   Financial Statements (Unaudited)

          Balance Sheet - March 31, 2004 and December 31, 2003          3

          Statement of Operations- for the three months ended           4
           March 31, 2004 and March 31, 2003

          Statement of Cash Flows- for the three months ended           5
           March 31, 2004 and March 31, 2003

          Notes to Financial Statements- March 31, 2004                 6


ITEM 2.  Management's Discussion and Analysis of Financial              9
          Condition and Results of Operations

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk    10

ITEM 4.  Controls and Procedures                                       10

PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings                                             11

ITEM 2.  Changes in Securities and Use of Proceeds                     11

ITEM 3.  Defaults Upon Senior Securities                               11

ITEM 4.  Submission of Matters to a Vote of Security Holders           11

ITEM 5.  Other Information                                             11

ITEM 6.  Exhibits and Reports on Form 8-K                              11

Signature Page                                                         12

Certification                                                          13


<PAGE>  -2-


PART 1. FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                            MEGATECH CORPORATION
                                BALANCE SHEET

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


                                           <c>              <c>
ASSETS
Current assets:
  Cash and cash equivalents                   $    49,437      $   202,158
  Accounts receivable:
    Trade                                         189,658          113,037
    Other                                           1,805           20,630
  Inventories                                     463,747          418,713
  Prepaid expenses                                  2,996            5,026
                                              -----------      -----------
      Total current assets                        707,643          759,564

  Property and equipment, net                      55,172           62,100
  Other assets                                      7,666            7,666
                                              -----------      -----------

      Total Assets                            $   770,481      $   829,330
                                              ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable - trade                         85,700           38,062
  Accrued liabilities                              71,917          116,337
  Customer advance payments                        21,144           12,487
                                              -----------      -----------
      Total current liabilities                   178,761          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                                      (3,492,971)      (3,422,247)
                                              -----------      -----------

      Total stockholders' equity                  591,720          662,444
                                              -----------      -----------

Total liabilities and stockholders' equity    $   770,481      $   829,330
                                              ===========      ===========
</TABLE

                      See notes to financial statements


<PAGE>  -3-


                            MEGATECH CORPORATION
                     STATEMENT OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                     QUARTER ENDED
                                           MARCH 31, 2004    MARCH 31, 2003
                                           --------------    --------------


                                          <c>               <c>
Sales                                        $  338,382        $1,568,394

Cost of sales                                   198,666           678,744
                                             ----------        ----------

      Gross profit                              139,716           889,650
                                             ----------        ----------

Operating expenses:
Selling & Marketing                             160,410           651,782
General and administrative                       45,961            60,870
Research and development                          4,103            12,239
                                             ----------        ----------

      Total operating expenses                  210,474           724,891
                                             ----------        ----------

      Income (loss) from operations             (70,758)          164,759
                                             ----------        ----------

Other income (expense):
  Interest income                                   296               820
  Interest expense                                 (262)           (1,075)
  Other income (expense)                              0                57
                                             ----------        ----------

Other income (expense), net                          34              (198)
                                             ----------        ----------

Net income (loss)                            $  (70,724)       $  164,561
                                             ==========        ==========

Net income (loss) per share - basic
 and diluted                                 $   (0.018)       $    0.042
                                             ==========        ==========

Weighted average number of  common
 shares outstanding                           3,906,958         3,886,802
                                             ==========        ==========
</TABLE>

                     See notes to financial statements.


<PAGE>  -4-


                            MEGATECH CORPORATION
                    STATEMENT OF CASH FLOWS  (UNAUDITED)

<TABLE>
<CAPTION>
                                                    QUARTER ENDED
                                           MARCH 31, 2004    MARCH 31, 2003
                                           --------------    --------------


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

Net income (loss)                            $ (70,724)        $ 164,561

Adjustments to reconcile net income
 (loss) to net cash provided by (used in)
 operating activities:
  Depreciation and amortization                  6,928             5,700
  Loss on sale of property and equipment             0             1,170

Changes in operating assets and liabilities:
  Accounts receivable                          (57,796)         (225,445)
  Prepaid expenses                               2,030           (15,948)
  Inventories                                  (45,034)          404,194
  Accounts payable- trade                       47,638           (69,745)
  Accrued liabilities                          (44,420)          (13,412)
  Customer advance payments                      8,657           (90,109)
                                             ---------         ---------
Net cash provided  by (used in)
 operating activities                         (152,721)          160,966
                                             ---------         ---------

Cash flows from investing activities:
  Purchases of property and equipment                0            (5,646)
                                             ---------         ---------
  Net cash 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                         0            70,000
                                             ---------         ---------
Net cash provided by (used in) financing
 activities                                          0          (100,000)
                                             ---------         ---------

Net increase (decrease) in cash and cash
 equivalents                                  (152,721)           55,320

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

Cash & cash equivalents, end of period       $  49,437         $  85,647
                                             =========         =========
</TABLE>

                     See notes to financial statements.


<PAGE>  -5-


                            MEGATECH CORPORATION
                        NOTES TO FINANCIAL STATEMENTS
                               MARCH 31, 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.


<PAGE>  -6-


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.

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.


<PAGE>  -7-


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

Inventories consisted of the following:

<TABLE>
<CAPTION>
                          MARCH 31, 2004    DEC. 31, 2003
                          --------------    -------------

        
                 <c>                <c>
        Raw materials       $236,305           $247,703
        Work in process       20,571             23,175
        Finished goods       206,871            147,835
                            --------           --------
                            $463,747           $418,713
                            ========           ========
</TABLE>

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

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
                                   MARCH 31, 2004    DEC. 31, 2003
                                   --------------    -------------


                                  <c>                <c>
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         146,536            139,608
                                     --------           --------
Property and equipment - net         $ 55,172           $ 62,100
                                     ========           ========
</TABLE>

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

For the period ended March 31, 2004 and 2003, sales to five and one
unrelated sales representative comprised 82% and 94% of total sales,
respectively.


<PAGE>  -8-


ITEM 2.

                            MEGATECH CORPORATION
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
                    OF FINANCIAL CONDITION AND RESULTS OF
            OPERATIONS FOR QUARTERS ENDED MARCH 31, 2004 AND 2003

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

Quarter Ended March 31, 2004 compared to quarter ended March 31, 2003

Sales for the quarter ended March 31, 2004 were $338,382, compared to
$1,568,394 for the same quarter last year.  The decrease was primarily due
to a decrease in international sales.  Domestic sales in the quarter ended
March 31, 2004 were $302,832 or 89% of total sales, compared to $406,067or
26% of total sales for the same period last year.  International sales in
the quarter ended March 31, 2004 were $35,550 or 11% of total sales,
compared to $1,162,327 or 74% 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 quarter ended March 31, 2004 was $139,716 or 41% of
sales, compared to $889,650 or 57% of sales, for the same quarter last
year.  The decrease as a percentage of sales is the result of increased
material costs. 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 March 31, 2004 were
$160,410 or 47% of sales, compared to $651,782 or 42% of sales for the same
period last year.  Major changes compared to the prior year include a
decrease in commission expense as a percentage of sales to 22% from 36% in
the prior year.  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 March 31, 2004
were $45,961 or 14% of sales, compared to $60,870 or 4% of sales for the
same period last year.  Major changes compared to prior year include a
decrease in legal fees, accounting fees, and salaries.  The overall
increase as a percentage of sales is due to fixed G & A expenses
accompanied by a decrease in sales.

Research and development expenses for the quarter ended March 31, 2004 were
$4,103 or 1% of sales, compared to $12,239 or 1% of sales, for the same
quarter last year.  The decrease is due to the reduction of engineering
staff.

The net loss for the quarter ended March 31, 2004 was $70,724 compared to a
net income of $164,561 for the same quarter last year.  The decrease is the
result of the items discussed above.


<PAGE>  -9-


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

Working capital as of March 31, 2004 was $528,882 compared to $592,678 in
working capital at December 31, 2003.  The decrease was primarily the
result of the net loss for the quarter.

The Company maintains a secured line of credit in the amount of $500,000.
At March 31, 2004, no borrowings were 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 three months ended March 31,
2004, compared to $5,600 for the same period in 2003.  No material purchase
or capital commitments exist at March 31, 2004.

The Company's backlog as of March 31, 2004 was $132,000 compared to
$694,000 for the same period ended in 2003.

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.


<PAGE>  -10-


                         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    Certification

            32    Certification of Chief Executive Officer

      (b)   Report on Form 8-K                              None.


<PAGE>  -11-


                                 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)


May 5, 2004                            /s/ Vahan V. Basmajian
-----------                            ------------------------------------
Date                                   Vahan V. Basmajian
                                       President, Treasurer


<PAGE>  -11-