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, 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   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  X    No

There were 3,815,408 shares of common stock outstanding at May 2, 2001.


<PAGE>  -1-


                            MEGATECH CORPORATION
                         QUARTERLY REPORT FORM 10-Q
                               March 31, 2001

PART 1.   FINANCIAL INFORMATION

ITEM 1.   Financial Statements (Unaudited)                             Page

          Balance Sheet - March 31, 2001 and December 31, 2000          3

          Statement of Operations- for the three months ended
           March 31, 2001 and March 31, 2000                            4

          Statement of Cash Flows- for the three months ended
           March 31, 2001 and March 31, 2000                            5

          Notes to Financial Statements- March 31, 2001                 6

ITEM 2.   Management's Discussion and Analysis of Financial             7
          Condition and Results of Operations

ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk    8

PART II.  OTHER INFORMATION

ITEM 1.   Legal Proceedings                                             8

ITEM 2.   Changes in Securities and Use of Proceeds                     8

ITEM 3.   Defaults Upon Senior Securities                               8

ITEM 4.   Submission of Matters to a Vote of Security Holders           8

ITEM 5.   Other Information                                             8

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

          Signature Page                                                9


<PAGE>  -2-


PART 1.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                            MEGATECH CORPORATION
                                BALANCE SHEET

<TABLE>
<CAPTION>

                                                    MARCH 31, 2001    DEC. 31, 2000
                                                      (UNAUDITED)       (AUDITED)
                                                    -------------------------------

<S>                                                   <C>               <C>
ASSETS
Current assets:
  Cash and cash equivalents                           $   48,110        $   27,585
  Accounts receivable:
    Trade                                                274,675           332,577
    Other                                                 11,555             7,763
    Inventories                                          266,865           243,827
    Prepaid expenses                                       2,274             5,859
                                                      ----------------------------
      Total current assets                               603,479           617,611

    Property, plant and equipment, net                    73,817            75,544
    Other assets                                           7,666             7,666
                                                      ----------------------------
          Total Assets                                $  684,962        $  700,821
                                                      ============================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts Payable - trade                            $  122,198        $   95,381
  Accrued Liabilities                                     91,207            86,921
  Current portion of long-term debt                       37,500            37,500
                                                      ----------------------------
      Total current liabilities                          250,905           219,802
                                                      ----------------------------

Stockholders' equity:
  Common Stock, par value $.0143 per share,
   5,000,000 shares authorized; 3,815,408
   shares issued and outstanding,                         54,560            54,560
  Additional paid-in capital                           4,015,044         4,015,044
  Deficit                                             (3,635,547)       (3,588,585)
                                                      ----------------------------
      Total stockholders' equity                         434,057           481,019
                                                      ----------------------------

      Total liabilities and stockholders' equity      $  684,962        $  700,821
                                                      ============================
</TABLE>

See notes to financial statements.


<PAGE>  -3-


                            MEGATECH CORPORATION
                     STATEMENT OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>

                                                QUARTER ENDED
                                       MARCH 31, 2001    MARCH 31, 2000
                                       --------------------------------

<S>                                      <C>               <C>
Sales                                    $  365,022        $  681,465

Cost of sales                               172,104           374,756
                                         ----------------------------
      Gross profit                          192,918           306,709
                                         ----------------------------

Operating expenses:
  Selling                                   187,949           204,985
  General and administrative                 45,382            40,624
  Research and development                    5,564             9,211
                                         ----------------------------
      Total operating expenses              238,895           254,820
                                         ----------------------------
      Income (loss) from operations         (45,977)           51,889
                                         ----------------------------

Other income (expense):
  Interest income                                86               930
  Interest expense                             (881)             (832)
  Other income (expense)                       (190)                0
                                         ----------------------------
Other income (expense), net                    (985)               98
                                         ----------------------------
Net income (loss)                        $  (46,962)       $   51,987
                                         ============================

Net income (loss) per share - basic
 and diluted                             $   (0.012)       $    0.014
                                         ============================

Weighted average number of common
 shares outstanding                       3,815,408         3,813,708
                                         ============================
</TABLE>

See notes to financial statements.


<PAGE>  -4-


                            MEGATECH CORPORATION
                           STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                          QUARTER ENDED
                                                 MARCH 31, 2001    MARCH 31, 2000
                                                 --------------------------------

<S>                                                <C>               <C>
Cash flows from operating activities:

Net income (loss)                                  $(46,962)         $  51,987

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

  Depreciation and amortization                       4,617              4,617
  Common stock issued as compensation                     0                308

Changes in operating assets and liabilities:
  Accounts receivable                                54,110             77,789
  Prepaid expenses                                    3,585             (6,068)
  Inventories                                       (23,038)            38,317
  Accounts payable                                   26,817             61,795
  Accrued liabilities                                 4,286           (191,786)
                                                   ---------------------------
Net cash provided by operating activities            23,415             36,959
                                                   ---------------------------

Cash flows from investing activities:
  Purchases of property and equipment                (2,890)            (2,800)
                                                   ---------------------------
Net increase in cash and cash equivalents            20,525             34,159

Cash & cash equivalents, beginning of period         27,585             75,857
                                                   ---------------------------
Cash & cash equivalents, end of period             $ 48,110          $ 110,016
                                                   ===========================
</TABLE>

See notes to financial statements.


<PAGE>  -5-


                            MEGATECH CORPORATION
                        NOTES TO FINANCIAL STATEMENTS
                               MARCH 31, 2001

1.    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.

2.    INVENTORIES:
      ------------

      Inventories consisted of the following:

<TABLE>
<CAPTION>

                              MARCH 31, 2001    DEC. 31, 2000
                              --------------------------------

           <S>                   <C>               <C>
           Raw materials         $134,535          $146,722
           Work in process         38,385             8,993
           Finished goods          93,945            88,112
                                 --------------------------
                                 $266,865          $243,827
                                 ==========================
</TABLE>

3.    MAJOR CUSTOMER INFORMATION:
      ---------------------------

      For the period ended March 31, 2001 and 2000, sales to three and one
      unrelated sales representatives comprised 75% and 61% of total sales,
      respectively.


<PAGE>  -6-


ITEM 2.

                            MEGATECH CORPORATION
                    MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  FOR QUARTER ENDED MARCH 31, 2001 AND 2000

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

Quarter Ended March 31, 2001 compared to quarter ended March 31, 2000

Sales for the quarter ended March 31, 2001 were $365,022, compared to
$681,465 for the same quarter last year. The decrease was primarily due to
a decrease in international sales.

Gross profit for the quarter ended March 31, 2001 was $192,918 or 53% of
sales, compared to $306,709 or 45% of sales, for the same quarter last
year. The increase as a percentage of sales is the result of lower
materials and labor costs.

Operating expenses for the quarter ended March 31, 2001 were $238,895 or
65% of sales, compared to $254,820 or 37% of sales, for the same quarter
last year. The increase as a percentage of sales is attributable to an
increase in commission expense and decreased sales.

The net loss for the quarter ended March 31, 2001 was $46,962 compared to a
net income of $51,987 for the same quarter last year. The decrease is the
result of the items discussed above.

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

Working capital as of March 31, 2001 was $352,575 compared to $397,809 in
working capital at December 31, 2000.  The decrease was attributable to the
net loss for the quarter.

The company maintains a secured line of credit in the amount of $200,000.
At March 31, 2001, 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 forseeable
cash requirements for the next twelve months.

The firm's backlog as of March 31, 2001 was approximately $255,155 compared
to $338,211 for the same period ended in 2000.


<PAGE>  -7-


                            MEGATECH CORPORATION

ITEM 3.   QUANITATIVE AND QUALITATIVE DISCLOSURE ABOUT
          MARKET RISK

Not applicable.

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:     None.
-----------------------------------------------------


<PAGE>  -8-


                                 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 2, 2001                            /s/ Vahan V. Basmajian
-----------------------------------------------------------------------
Date                                       Vahan V. Basmajian
                                           President, Treasurer


<PAGE>  -9-