---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

(Mark One)
  [ X ] Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange
  Act Of 1934

For the quarterly period ended April 30, 2006

[]
  Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of
  1934

For the transition period ________to ________

COMMISSION FILE NUMBER:000-51574

MED-TECH SOLUTIONS,
INC.(Exact name of small business issuer as specified in its
charter)

|NEVADA                                           | 98-0442163                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

Suite 2200  1177 West Hastings Street Vancouver,
British Columbia, Canada V6E 2K3(Address of principal executive
offices)

(604) 688-7526Issuer's telephone number

Not Applicable(Former name, former address and
former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Exchange Act during the past twelve months
  (or for such shorter period that the registrant was required to file such reports),
  and (2) has been subject to such filing requirements for the past 90 days. Yes
  [ X ]No []

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Exchange Act). Yes[]No [ X ]

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of June 12,
2006, the Issuer had 10,100,000 Shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes
  []No [ X ]

---

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the six months ended April 30, 2006 are
not necessarily indicative of the results that can be expected for the year
ending October 31, 2006.

As used in this Quarterly Report, the terms "we", "us", "our",
the Company and Med-Tech mean Med-Tech Solutions, Inc. unless otherwise
indicated. All dollar amounts in this Quarterly Report are in U.S. dollars
unless otherwise stated.

2

---

|Med-Tech Solutions, Inc.        
|--------------------------------
|                                
|(a Development Stage Enterprise)
|                                
|Financial Statements            
|                                
|(Expressed in US Dollars)       
|                                
|(Unaudited)                     
|                                
|April 30, 2006                  



|F-1
|---

---

|Med-Tech Solutions,
      Inc.  
|--------------------------------
|(a Development Stage Enterprise)
|                                
|Financial Statements            
|(Expressed in US Dollars)       
|(unaudited)                     
|                                
|April 30, 2006                  

|Statement of Operations and Deficit         | F-3      
|------------------------------------------- | ---------
|                                            |          
|Balance Sheet                               | F-4      
|                                            |          
|Statement of Stockholders Equity (Deficit) | F-5      
|                                            |          
|Statement of Cash Flows                     | F-6      
|                                            |          
|Notes to the Financial Statements           | F-7 - F-9

|F-2
|---

---

|Med-Tech Solutions,
      Inc.     
|-----------------------------------
|(a Development Stage Enterprise)   
|                                   
|Statement of Operations and Deficit
|(Expressed in US Dollars)          
|(unaudited)                        

|                                   |   | Period May  |   |   |                    |   |   |                  |   |   |            |   |   |            |  
|---------------------------------- | - | ----------- | - | - | ------------------ | - | - | ---------------- | - | - | ---------- | - | - | ---------- | -
|                                   |   | 28, 2004 to |   |   | Three months ended |   |   | Six months ended |  
|                                   |   | April 30,   |   |   | April 30,          |   |   | April 30,        |  
|                                   |   | 2006        |   |   | 2006               |   |   | 2005             |   |   | 2006       |   |   | 2005       |  
|                                   |   |             |   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Revenue                            | $ | -           |   | $ | -                  |   | $ | -                |   | $ | -          |   | $ | -          |  
|                                   |   |             |   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Administrative expenses            |   |             |   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Accounting and audit               |   | 10,841      |   |   | 1,581              |   |   | 1,000            |   |   | 2,581      |   |   | 2,479      |  
|Amortization of
      license      |   |             |   |   |                    |   |   |                  |   |   |            |   |   |            |  
|agreement                          |   | 247         |   |   | 41                 |   |   | -                |   |   | 82         |   |   | -          |  
|Bank charges and
      interest    |   | 225         |   |   | 24                 |   |   | 22               |   |   | 46         |   |   | 73         |  
|Consulting fees                    |   | 1,845       |   |   | 300                |   |   | -                |   |   | 1,245      |   |   | 100        |  
|Legal                              |   | 63,281      |   |   | 2,738              |   |   | 16,039           |   |   | 2,738      |   |   | 24,039     |  
|Office and miscellaneous           |   | 7,767       |   |   | 1,152              |   |   | 3,016            |   |   | 1,152      |   |   | 3,366      |  
|Rent                               |   | 5,000       |   |   | 600                |   |   | -                |   |   | 1,200      |   |   | -          |  
|Travel                             |   | 8,213       |   |   | 8,213              |   |   | -                |   |   | 8,213      |   |   | -          |  
|                                   |   |             |   |   |                    |   |   |                  |   |   |            |   |   |            |  
|                                   |   | 97,419      |   |   | 14,649             |   |   | 20,077           |   |   | 17,257     |   |   | 30,057     |  
|                                   |   |             |   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Loss for the period                |   | (97,419     | ) |   | (14,649            | ) |   | (20,077          | ) |   | (17,257    | ) |   | (30,057    | )
|                                   |   |             |   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Deficit,
      beginning of period |   | -           |   |   | (82,770            | ) |   | (19,056          | ) |   | (80,162    | ) |   | (9,076     | )
|                                   |   |             |   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Deficit accumulated during the     |   |             |   |   |                    |   |   |                  |   |   |            |   |   |            |  
|development
      stage            | $ | (97,419     | ) | $ | (97,419            | ) | $ | (39,133          | ) | $ | (97,419    | ) | $ | (39,133    | )
|                                   |   |             |   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Basic and fully diluted loss per   |   |             |   |   |                    |   |   |                  |   |   |            |   |   |            |  
|share                              | $ | (0.01       | ) | $ | (0.00              | ) | $ | (0.00            | ) | $ | (0.00      | ) | $ | (0.00      | )
|                                   |   |             |   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Weighted average number of         |   |             |   |   |                    |   |   |                  |   |   |            |   |   |            |  
|shares outstanding                 |   | 9,220,492   |   |   | 10,100,00          |   |   | 10,100,00        |   |   | 10,100,000 |   |   | 10,095,028 |  

|F-3
|---

---

|Med-Tech Solutions,
      Inc.  
|--------------------------------
|(a Development Stage Enterprise)
|                                
|Balance Sheet                   
|(Expressed in US Dollars)       
|(unaudited)                     

|                                                       |   | April
      30, 2006 |   |   | October
      31, 2005 |  
|------------------------------------------------------ | - | -------------------- | - | - | ---------------------- | -
|Assets                                                 |   |                      |   |   |                        |  
|Current                                                |   |                      |   |   |                        |  
|Cash                                                   | $ | 1,197                |   | $ | 26,553                 |  
|License agreement(note 4)                              |   | 7,984                |   |   | 8,066                  |  
|                                                       | $ | 9,181                |   | $ | 34,619                 |  
|Liabilities                                            |   |                      |   |   |                        |  
|Current                                                |   |                      |   |   |                        |  
|Accounts payable and accrued liabilities               | $ | 1,000                |   | $ | 5,981                  |  
|Due to Director (note 3)                               |   | 600                  |   |   | 3,800                  |  
|                                                       |   | 1,600                |   |   | 9,781                  |  
|Commitment (note 4)                                    |   |                      |   |   |                        |  
|Stockholders Equity                                   |   |                      |   |   |                        |  
|Preferred stock$0.001 par value                        |   |                      |   |   |                        |  
|100,000,000 shares authorized                          |   |                      |   |   |                        |  
|No shares issued                                       |   | -                    |   |   | -                      |  
|Common stock$0.001 par value                           |   |                      |   |   |                        |  
|100,000,000 shares authorized                          |   |                      |   |   |                        |  
|10,100,000 shares outstanding                          |   | 10,100               |   |   | 10,100                 |  
|Additional paid in capital                             |   | 94,900               |   |   | 94,900                 |  
|Deficit accumulated
      during the development stage |   | (97,419              | ) |   | (80,162                | )
|                                                       |   | 7,581                |   |   | 24,838                 |  
|                                                       | $ | 9,181                |   | $ | 34,619                 |  

Approved by the Sole Director:

*/s/ Mark A. McLeary* Director

|F-4
|---

---

|Med-Tech Solutions,
      Inc.                                                
|------------------------------------------------------------------------------
|(a Development Stage Enterprise)                                              
|                                                                              
|Statement of Stockholders Equity (Deficit)                                   
|(Expressed in US Dollars)                                                     
|(unaudited)                                                                   
|                                                                              
|**For the period
      from inception on May 28, 2004 through April 30, 2006**

|                              |  |            |  |   |                 |  |   |            |  |   | Deficit     |   |   |         |  
|----------------------------- |  | ---------- |  | - | --------------- |  | - | ---------- |  | - | ----------- | - | - | ------- | -
|                              |  |            |  |   |                 |  |   |            |  |   | Accumulated |   |   |         |  
|                              |  |            |  |   |                 |  |   | Additional |  |   | During the  |   |   |         |  
|                              |  | Number of  |  |   |                 |  |   | Paid in    |  |   | Development |   |   |         |  
|                              |  | shares     |  |   | Par
      value |  |   | Capital    |  |   | Stage       |   |   | Total   |  
|May, 2004 issue common        |  |            |  |   |                 |  |   |            |  |   |             |   |   |         |  
|shares for cash               |  | 5,000,000  |  | $ | 5,000           |  | $ | -          |  | $ | -           |   | $ | 5,000   |  
|September, 2004 issue         |  |            |  |   |                 |  |   |            |  |   |             |   |   |         |  
|common shares for cash        |  | 5,000,000  |  |   | 5,000           |  |   | 45,000     |  |   | -           |   |   | 50,000  |  
|Net loss for
      the period |  | -          |  |   | -               |  |   | -          |  |   | (9,076      | ) |   | (9,076  | )
|Balance October 31, 2004      |  | 10,000,000 |  |   | 10,000          |  |   | 45,000     |  |   | (9,076      | ) |   | 45,924  |  
|November 2004 issue           |  |            |  |   |                 |  |   |            |  |   |             |   |   |         |  
|common shares for cash        |  | 100,000    |  |   | 100             |  |   | 49,900     |  |   | -           |   |   | 50,000  |  
|Net loss for
      the year   |  | -          |  |   | -               |  |   | -          |  |   | (71,086     | ) |   | (71,086 | )
|Balance October 31, 2005      |  | 10,100,000 |  |   | 10,100          |  |   | 94,900     |  |   | (80,162     | ) |   | 24,838  |  
|Net loss for
      the period |  | -          |  |   | -               |  |   | -          |  |   | (17,257     | ) |   | (17,257 | )
|Balance April
      30, 2006  |  | 10,100,000 |  | $ | 10,100          |  | $ | 94,900     |  | $ | (97,419     | ) | $ | 7,581   |  

|F-5
|---

---

|Med-Tech Solutions,
      Inc.  
|--------------------------------
|(a Development Stage Enterprise)
|                                
|Statement of Cash Flows         
|(Expressed in US Dollars)       
|(unaudited)                     

|                                 |   | Period May  |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|-------------------------------- | - | ----------- | - | - | ------------------ | - | - | ---------------- | - | - | ------- | - | - | ------- | -
|                                 |   | 28, 2004 to |   |   | Three months ended |   |   | Six months ended |  
|                                 |   | April 30,   |   |   | April 30,          |   |   | April 30,        |  
|                                 |   | 2006        |   |   | 2006               |   |   | 2005             |   |   | 2006    |   |   | 2005    |  
|                                 |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Cash provided by (used for)      |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|                                 |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Operating activities             |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Loss for the period              | $ | (97,419     | ) | $ | (14,649            | ) | $ | (20,077          | ) | $ | (17,257 | ) | $ | (30,057 | )
|                                 |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Item not affecting
      cash    |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Amortization
      of license    |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|agreement                        |   | 247         |   |   | 41                 |   |   | -                |   |   | 82      |   |   | -       |  
|                                 |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Change in non-cash
      working |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|capital items:                   |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Prepaid expenses                 |   | -           |   |   | -                  |   |   | 8,779            |   |   | -       |   |   | 8,779   |  
|Accounts
      payable and       |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|accrued liabilities              |   | 1,000       |   |   | (4,520             | ) |   | 1,000            |   |   | (4,981  | ) |   | -       |  
|                                 |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|                                 |   | (96,172     | ) |   | (19,128            | ) |   | (10,298          | ) |   | (22,156 | ) |   | (21,278 | )
|                                 |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Financing activities             |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Advances from shareholders       |   | 600         |   |   | -                  |   |   | -                |   |   | (3,200  | ) |   | (465    | )
|Issuance
      of share capital  |   | 105,000     |   |   | -                  |   |   | -                |   |   | -       |   |   | 50,000  |  
|                                 |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|                                 |   | 105,600     |   |   | -                  |   |   | -                |   |   | (3,200  | ) |   | 49,535  |  
|                                 |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Investing activity               |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Acquisition of license           |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|agreement                        |   | (8,231      | ) |   | -                  |   |   | -                |   |   | -       |   |   | -       |  
|                                 |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Increase (decrease) in cash      |   | 1,197       |   |   | (19,128            | ) |   | (10,298          | ) |   | (25,356 | ) |   | 28,257  |  
|                                 |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Cash, beginning
      of period  |   | -           |   |   | 20,325             |   |   | 69,866           |   |   | 26,553  |   |   | 31,311  |  
|                                 |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Cash, end of
      period        | $ | 1,197       |   | $ | 1,197              |   | $ | 59,568           |   | $ | 1,197   |   | $ | 59,568  |  
|                                 |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|                                 |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Supplemental cash flow           |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|information                      |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|                                 |   |             |   |   |                    |   |   |                  |   |   |         |   |   |         |  
|Interest paid                    | $ | -           |   | $ | -                  |   | $ | -                |   | $ | -       |   | $ | -       |  
|Income taxes paid                | $ | -           |   | $ | -                  |   | $ | -                |   | $ | -       |   | $ | -       |  

|F-6
|---

---

|Med-Tech Solutions,
      Inc.   
|---------------------------------
|(a Development Stage Enterprise) 
|                                 
|Notes to the Financial Statements
|(Expressed in US Dollars)        
|(unaudited)                      
|                                 
|April 30, 2006                   

|1. | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Med-Tech Solutions, Inc. (the company)
        was incorporated in the State of Nevada on May 28, 2004. The company is
        engaged in the business of designing, developing and marketing specialty
        medical devices in the womens health care industry in Canada. The
        company has elected a year end of October 31.                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The accompanying financial statements have
        been prepared on the basis of accounting principles applicable to a going
        concern. Accordingly, they do not give effect to adjustment that would
        be necessary should the company be unable to continue as a going concern
        and therefore be required to realize its assets and retire its liabilities
        in other than the normal course of business and at amounts different from
        those in the accompanying financial statements. The companys ability
        to continue as a going concern is dependent upon achieving profitable
        operations and/or upon obtaining additional financing. The outcome of
        these matters can not be predicted at this time.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|F-7
|---

---

|Med-Tech Solutions,
      Inc.   
|---------------------------------
|(a Development Stage Enterprise) 
|                                 
|Notes to the Financial Statements
|(Expressed in US Dollars)        
|(unaudited)                      
|                                 
|April 30, 2006                   

|2. | Significant Accounting Policies(continued)
|-- | ------------------------------------------
|   |                                           
|   | e)                                        
|   |                                           
|   |                                           
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           
|   |                                           
|   | g)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           

|F-8
|---

---

|Med-Tech Solutions,
      Inc.   
|---------------------------------
|(a Development Stage Enterprise) 
|                                 
|Notes to the Financial Statements
|(Expressed in US Dollars)        
|(unaudited)                      
|                                 
|April 30, 2006                   

|2. | Significant Accounting Policies(continued)                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | h)                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | License Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | During the prior period the Company acquired
        an exclusive license to manufacture and distribute particular products
        from an arms-length private company. The initial term of the license is
        50 years and consideration for the license was CDN$10,000 (US$8,231) (paid).
        Upon sale of product or the technology the Company is required to pay
        a royalty to the licensor equal to 5% of gross profits, due quarterly.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company has the option to renew the license
        for an additional period of 50 years, by written notice prior to expiry
        of the initial term, and an additional payment of CDN$10,000.                                                                                                                                                                                                                                                        

|F-9
|---

---

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.

Cautionary Statement Regarding Forward-Looking
Statements

The information in this discussion contains forward-looking
statements. These forward-looking statements involve risks and uncertainties,
including statements regarding our capital needs, business strategy and
expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as may,
will, should, expect, plan, intend, anticipate, believe,
estimate, predict, potential or continue, the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks discussed below, and, from time to time, in other reports we file with the
United States Securities and Exchange Commission (the SEC), including our
Annual Report on Form 10-KSB for the year ended October 31, 2005.

INTRODUCTION

We are a development stage company focused on the marketing and
distribution of a medical pessary device designed for women. On October 29,
2004, we entered into a license agreement with MDMI Technologies Inc. (MDMI),
a private Canadian federal corporation, for a term of 50 years, pursuant to
which we acquired an exclusive worldwide license to manufacture, market, and
distribute a medical pessary device for the treatment of female urinary
incontinence called the Gynecone. Our plan of operation is to develop and
market the Gynecone device and secure agreements and/or working relationships
with potential distributors of the Gynecone device. We also intend to establish
distribution agreements with major independent medical device distributors and
work directly with these parties to perform all necessary activities including
regulatory approvals, networking, clinician training and promotion.

We have not earned any revenues to date. We plan to earn
revenues from sales of our Gynecone device. We do not anticipate earning
revenues until such time as we complete the marketing, promotion and development
of our Gynecone device. We are presently in the development stage of our
business and we can provide no assurance that we will be able to generate
revenues from sales of our products or that the revenues generated will exceed
our operating costs. Since our inception, we have used our common stock to raise
money for asset acquisitions, for corporate expenses and to repay outstanding
indebtedness. We have not attained profitable operations and are dependent upon
obtaining financing to pursue our business plan.

RECENT CORPORATE DEVELOPMENTS

The following significant corporate developments occurred since
the completion of our fiscal quarter ended January 31, 2006:

|1. | Our shares of common stock commenced trading on the OTC
      Bulletin Board (the OTCBB) under the symbol MDTU on May 5,
  2006.                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                     
|2. | During the quarter ended April 30, 2006 we completed
      Phase II of our plan of operation. Phase II consisted of distributor and
      patient feedback, further refinement of the working prototypes of our
      Gynecone device and initial marketing in Philippines to test-market the
      Gynecone device and generate sales leads and patient
  feedback.

3

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|3. | Pursuant to our distribution agreement with Medisell
      International Holdings Inc. (Medisell), Medisell was to purchase 333
      units of our Gynecone device by October, 2005 at a price of $25 per unit.
      Medisell failed to complete the purchase by October, 2005; however, we are
      presently negotiating an extension to the purchase of the units. During
      the quarter ended April 30, 2006 we delivered 250 sample Gynecone units to
      Medisell at no cost for marketing purposes within the
  Philippines.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

LICENSE AGREEMENT WITH MDMI

On October 29, 2004, we entered into an exclusive license
agreement with MDMI Technologies Inc. (MDMI), a private Canadian federal
corporation, pursuant to which we acquired the exclusive worldwide license,
right and permission to manufacture, market, and distribute a medical pessary
device for the treatment of urinary incontinence called the Gynecone. In
consideration of the grant of the license by MDMI, we agreed to:

| | (i)  | pay a license fee of $8,231 ($10,000 CDN); and                                                                                                                                                          
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                         
| | (ii) | pay MDMI a royalty equal to 5% of gross sales of products
      realized by Med-Tech, less costs of goods sold of the products, marketing
      and related costs attributable to sales of the
products.

The license is for a term of 50 years from October 29, 2004 and
is renewable for an additional 50 year term in consideration of a further
payment of $8,231 ($10,000 CDN).

MDMI is a private company specializing in the manufacturing and
the development of medical devices that are minimally invasive. MDMI is ISO
Certified, and also offers its services as a full service OEM contract
manufacturer of minimally invasive and custom disposable medical devices. MDMI
owns and operates a 5,400 square foot medical device manufacturing facility in
Richmond, British Columbia, Canada, complete with a 544 square foot
low-particulate controlled-environment manufacturing room.

MDMI MANUFACTURING AGREEMENT

On January 25, 2005, we entered into a manufacturing agreement
with MDMI for the purpose of manufacturing our Gynecone device in Canada. Under
the terms of our manufacturing agreement with MDMI we agreed for an indefinite
term to purchase products developed by MDMI according to our specifications at a
price of $10 per urinary incontinence apparatus unit produced, including all
materials and labor as further described in the manufacturing agreement. The
price of the incontinence apparatus units is subject to change following the
first 180 days of production after which time the price may be renegotiated. In
consideration of the payment of the price of the incontinence apparatus units,
MDMI agreed, among other things, to:

| | (i)   | manufacture the Gynecone device in quantities sufficient
      to meet demand for the product;
| | ----- | ----------------------------------------------------------------------------------------------
| |       |                                                                                               
| | (ii)  | manufacture and test the Gynecone device using uniform
      quality standards;               
| |       |                                                                                               
| | (iii) | provide manufacturing facilities in Canada for the
      manufacture of the Gynecone device;  

4

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| | (iv)  | provide us with sample units of the Gynecone
    device;                                                                                                              
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                       
| | (v)   | employ sufficient competent and experienced personnel,
      who are skilled and trained in the manufacture of the Gynecone
    device;                               
| |       |                                                                                                                                                                       
| | (vi)  | maintain comprehensive general liability insurance in the
      amount of $1,000,000 with respect to the Gynecone device with Med-Tech as
      the named insured; and
| |       |                                                                                                                                                                       
| | (vii) | Indemnify us from any liability as a result of
      non-compliance with any legal requirements in the manufacture of the
      Gynecone device.                      

Also under our manufacturing agreement with MDMI, we agreed to
indemnify MDMI for all actions, suits and demands relating to errors or defects
arising from the specifications provided by us to MDMI relating to the design of
the Gynecone device. In the event we terminate the manufacturing agreement after
the initial 180 day period for reasons other than an event of default, we must
purchase MDMIs entire inventory of any finished products and purchase at cost
any materials, component parts or raw goods less cost of materials supplied by
us.

MEDISELL DISTRIBUTION AGREEMENT

We entered into a distributor agreement (the Distributor
Agreement) with Medisell International Holdings, Inc. on May 17, 2005, pursuant
to which we granted Medisell the exclusive right to market and distribute the
Gynecone device in the Philippines. Medisell is a private Chinese company which
markets and distributes medical devices in Asia. Medisell is a subsidiary of
Medisell (China) M.I. MFG. Co. Ltd. (Medisell China) which is 25% owned by
MDMI. Jim Elliott, a director and officer of Medisell and Medisell China, is
also a director and officer of MDMI.

In accordance with the terms of the Distributor Agreement,
Medisell is entitled to receive the difference between the $25 per unit cost for
all product orders and the target retail price of $49.95. Also, pursuant to the
terms of the Distributor Agreement, Medisell has agreed, among other things,
to:

| | (i)   | pay us a per unit cost of $25 per unit for all product
      orders and pay all shipping and marketing costs for all product
    orders;                                                                                                                                               
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                        
| | (ii)  | obtain, at its expense, all required government approvals
      for the marketing and distribution of the Gynecone device;                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                        
| | (iii) | refrain from appointing sub-distributors without the
      consent of Med-Tech;                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                        
| | (iv)  | provide Med-Tech with all data and information resulting
      from any clinical and other testing conducted by the distributor on the
      Gynecone device;                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                        
| | (v)   | purchase one-twelfth (1/12) of the 4000 Units target for
      the year ending 2006 within 120 days of the execution of the Distributor
      Agreement and meet the sales performance targets of 6,000 Units for the
      year ending 2007 and 10,000 Units for the year ending 2008;
| |       |                                                                                                                                                                                                                                                                                        
| | (vi)  | use its best efforts to sell and solicit orders for the
      Gynecone device; and                                                                                                                                                                                                     

5

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| | (vii) | submit to Med-Tech a marketing plan by June of each
      year.
| | ----- | ---------------------------------------------------------------

Under the terms of the Distributor Agreement, we also provided
a product warranty to Medisell with respect to the manufacturing of the Gynecone
device and agreed to provide promotional material to Medisell for the purpose of
advertising and promoting Med-Techs product. The term of the Distributor
Agreement is for a term commencing May 17, 2005 and ending December 31, 2008. In
the event that Medisell wishes to extend the term of the Distribution Agreement,
it must do so by June 30, 2008. The Distribution Agreement terminates on the
occurrence of an event of default as further described in the Distribution
Agreement.

Pursuant to our distribution agreement with Medisell
International Holdings Inc. (Medisell), Medisell was to purchase 333 units of
our Gynecone device by October, 2005 at a price of $25 per unit. Medisell failed
to complete the purchase by October, 2005, however we expect to receive
Medisells payment for the units during our next fiscal quarter and are
continuing to negotiate an extension to the purchase of the units. During the
quarter ended April 30, 2006 we delivered 250 sample Gynecone units to Medisell
at no cost for marketing purposes within the Philippines.

THE GYNECONE

We intend to market a new vaginal cone known as the Gynecone
as an aid to pelvic floor exercise in the minimally invasive approach to the
prevention and treatment of urinary incontinence. In addition, we are designing
pessary devices for the treatment of prolapsed tissue.

The design of the Gynecone was derived from the historical use
of naturally occurring vaginal inserts. The use of stone eggs has been
described in ancient China, and seed pits have been used in Africa. The
Gynecones unique smooth edged egg design introduces a new treatment method and
is expected to be among the safest and most cost effective products
available.

Gynecone works in the following fashion:

|PROCEDURE | ACTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Step 1    | The first step is to select
        the right weighted Gynecone which will not remain in place in the vagina
        but can be held in place above the pelvic floor muscles. This is intended
        to be done by the woman inserting the lightest weight cone and walking
        around for a minute or so, to make sure the cone is held in the desired
        position, above the pelvic floor muscles. If this does not occur, the
        next heavier cone should be used until it is determined that the cone
        does not remain in the vagina. The heaviest weight that can be held in
        place for at least one minute is the weight that should be used.
|Step 2    | The weight of the cone is
        identified and the pelvic floor muscles are contracted to keep the cone
        in place for about fifteen minutes, twice per day (or unless otherwise
        advised differently by ones medical professional).                                                                                                                                                                                                                                                                                                                                                                                                                             
|Step 3    | Once a woman acquires the
        ability to retain a particular cone, she advances to the next higher weight.
        The womans position may also be progressed from standing still to
        walking, to performing a functional activity such as lifting or coughing.                                                                                                                                                                                                                                                                                                                                                                                                      

6

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Presently, vaginal cones cost from $60 per unit to $157 for a
six-pack (six units) of disposable vaginal cones. It is expected that the
Gynecone will be marketed at a retail price of $49.95. Currently the material
costs of Gynecone have been quoted between $4.50 - $5.17 per Gynecone from the
manufacturer (not including packaging and sterilization costs which are
estimated to be up to $0.50 per unit). The labor component of producing Gynecone
is expected to be conducted on a cost plus basis and is estimated to be $10 per
unit in total (cost of production plus labor) excluding packaging costs of
($0.50 per unit) and distribution and marketing costs which are to be paid by
the distributor. The wholesale target price for Gynecone is $25 per unit. We
believe the affordable product price, plus the minimized environmental impact to
the clinicians, hospitals and consumer will provide the basis for the success of
our product and our product-marketing program.

PLAN OF OPERATION

The following discussion and analysis summarizes our plan
  of operation for the next twelve months, our results of operation for the six
  months ended April 30, 2006 and changes in our financial condition from our
  year ended October 31, 2005. The following discussion should be read in conjunction
  with the Managements Discussion and Analysis or Plan of Operation included
  in our Annual Report on Form 10-KSB for the year ended October 31, 2005.

Plan of Operation

Our current plan of operation is to develop and market the
Gynecone device and secure agreements and/or working relationships with
potential distributors of the Gynecone device by providing the lowest cost
product while providing features related to safety and efficacy, which are
equivalent to or better than those of competitive products. Our initial focus is
on the Asian market, in particular the Philippines.

We have received 1,000 sample units of our Gynecone device
which we have used for marketing and distribution as commercial grade medical
devices to international distributors. Our distributors are expected to obtain
all required regulatory approvals to market the Gynecone device to Philippine
pharmacies and independent physicians as a commercial product. We intend to
supply the labelled and packaged finished device, plus all necessary technical
bulletins and training documentation. Our Gynecone device is ready to market in
the Philippines. We have sent 250 of our sample units to Medisell at no cost for
marketing and promotional purposes.

Although there can be no assurance, we continue to search for
further distribution channels and opportunities for our Gynecone device.

7

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Cash Requirements

The table below highlights our cash requirements over the next
twelve months:

MILESTONES AND OBJECTIVES
      Anticipated Costs
      Target Date For CompletionPHASE I - Corporation Start-Up 
        > R&D activities related to development of Gynecone technology,
      including development of bench-top prototypes. > Select sites for
      limited release of commercialized product (Asia, India). > Develop
      suitable packaging for the Gynecone device. > Finalize distribution
      agreements in the Philippines.
      $20,000
      CompletedPHASE II - Development Of Manufactured Prototypes And
      Marketing > Refinement of working prototypes through
      distributor and patient feedback. > Development and execution of
      marketing plan aimed at specified markets. > Initial marketing in
      Philippines to test-market the Gynecone device and generate sales leads
      and patient feedback.
      $10,000
      CompletedPHASE III - International Market Entry
        
        > Full product release to identified international markets in Asia.
      > Initial clinical evaluation. > 510(k) filed in the United
      States. > Complete clinical trials as required.
      $10,000
      September 2006TOTAL
      $40,000
      12 Months


In addition to the costs outlined above, we anticipate that we
will incur over the next twelve months the following expenses:

Category
      Planned Expenditures Over the Next Twelve
        MonthsProfessional Fees(1)
      $15,000Office Expenses
      $5,000Travel Expenses (2)
      $3,000TOTAL
      $23,000


| | (1) | Includes legal and accounting expenses associated with
      our reporting requirements under the Securities Exchange Act of 1934 (the
      Exchange Act).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                              
| | (2) | Includes travel expenses related to the negotiation of
      international distribution and marketing
agreements.                                            

8

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We have cash in the amount of $1,197 and working capital
deficit of $403 as of April 30, 2006. Our total expenditures over the next
twelve months are anticipated to be approximately $33,000, the majority of which
is due to the development of our Gynecone device and general, legal, accounting
and administrative expenses associated with our reporting requirements under the
Exchange Act.

Since our inception on May 28, 2004, we have raised $105,000 in
equity financing. We presently do not have sufficient funds to pursue our plan
of operation for the next twelve months. If we are not able to generate any
revenues from sales of our Gynecone device, we will require additional financing
for operational expenses. Therefore, during the next twelve months, although
there can be no assurance, we will be seeking the additional funds via equity
financing, private placements, or loans from our directors or shareholders.
Currently, we do not have arrangements for additional funds. See Future
Financings, below.

RESULTS OF OPERATIONS

Second Quarter and Six Months Summary

|                                      | Three Months Ended April 30 | Six Months Ended April 30
|------------------------------------- | --------------------------- | -------------------------
|                                      |                             |                          
|                                      |                             |                          
|                                      | 2006                        | 2005                     
|Revenue                               | $-                          | $-                       
|Expenses                              | 14,649                      | 20,077                   
|Net Income 
      (Loss)              | 14,649                      | 20,077                   
|Loss Per Share 
      (fully diluted) | $(0.00)                     | $(0.00)                  

Revenue

We did not earn any revenues during the quarter ended April 30,
2006. We do not anticipate earning revenues until such time as we complete the
initial marketing, promotion and development of our Gynecone device. We are
presently in the development stage of our business and we can provide no
assurance that we will be able to generate revenues from sales or licensing of
our product or that the revenues generated will exceed the operating costs of
our business.

9

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Expenses

Our operating expenses for the six months ended April 30, 2006
consisted of the following:

|                          |   | Three Months Ended April 30 |  |   | Six Months Ended April 30 | 
|------------------------- | - | --------------------------- |  | - | ------------------------- | 
|                          |   |                             |  |   |                           | 
|                          |   | 2006                        |  |   | 2005                      | 
|Accounting and Audit      | $ | 1,581                       |  | $ | 1,000                     | 
|Amortization of License   |   | 41                          |  |   | -                         | 
|Agreement                 |   |                             |  |   |                           | 
|Bank Charges and Interest |   | 24                          |  |   | 22                        | 
|Consulting Fees           |   | 300                         |  |   | -                         | 
|Legal                     |   | 2,738                       |  |   | 16,039                    | 
|Office and Miscellaneous  |   | 1,152                       |  |   | 3,016                     | 
|Rent                      |   | 600                         |  |   | -                         | 
|Travel                    |   | 8,213                       |  |   | -                         | 
|Total Expenses            | $ | 14,649                      |  | $ | 20,077                    | 

Our operating expenses for the six months ended April 30, 2006
were reduced by 42.6% as compared to the comparative period in 2005 primarily as
a result of reduced professional fees. We anticipate our operating expenses will
increase as we continue to undertake our plan of operation. The increase is
expected to be attributable to our continuing development and promotion of
Gynecone and as a result of our ongoing reporting requirements under the
Exchange Act.

Net Loss

We incurred a net loss in the amount of $97,419 for the period
from inception to April 30, 2006. Our loss was entirely attributable to the
development of our Gynecone device and the expenses relating to the preparation
of our registration statement on Form SB-2 and our Quarterly and Annual Reports
under the Exchange Act. We have not earned any revenues to date. We can provide
no assurance that we will earn any revenue or that any revenue earned will
exceed the expenses incurred.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital           |   |                         |   |   |                           |  |  |                                        | 
|------------------------- | - | ----------------------- | - | - | ------------------------- |  |  | -------------------------------------- | 
|                          |   | At
      April 30, 2006 |   |   | At
      October 31, 2005 |  |  | Percentage
      Increase / (Decrease) | 
|Current Assets            | $ | 1,197                   |   | $ | 26,553                    |  |  | (95.5)%                                | 
|Current Liabilities       |   | 1,600                   |   |   | 9,781                     |  |  | (83.6)%                                | 
|Working Capital (Deficit) | $ | (403                    | ) | $ | 16,772                    |  |  | (102.4)%                               | 

10

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|Cash Flows                                           |   |                  |   |   |                  |  
|---------------------------------------------------- | - | ---------------- | - | - | ---------------- | -
|                                                     |   | Six Months Ended |   |   | Six Months Ended |  
|                                                     |   | April 30, 2006   |   |   | April 30, 2005   |  
|Cash Flows used in Operating Activities              | $ | (22,156          | ) | $ | (21,278          | )
|Cash Flows from (used in) Investing Activities       |   | -                |   |   | -                |  
|Cash Flows from (used in) Financing
      Activities |   | (3,200           | ) |   | 49,535           |  
|Net Decrease in Cash During Period                   | $ | (25,356          | ) | $ | (28,257          | )

We have cash in the amount of $1,197 and working capital
deficit of $403 as of April 30, 2006 compared to working capital of $16,772 as
of April 30, 2005. The decrease in our working capital is primarily due to our
inability to obtain additional financing and our continuing operating expenses.
Our total expenditures over the next twelve months are anticipated to be
approximately $33,000, the majority of which is due to the development and
marketing of our Gynecone device and general, legal, accounting and
administrative expenses associated with our reporting obligations under the
Exchange Act.

Future Financings

From inception to April 30, 2006, we have suffered cumulative
losses in the amount of $97,419. We presently do not have sufficient funds to
pursue our stated plan of operation for the next twelve month period. Depending
on the success of our initial marketing efforts, we estimate that, after the
initial twelve month period, if we are not able to generate any revenues from
sales of our Gynecone device, we will require a further $33,000 over the next 12
months to carry out our plan of operation including implementing an advertising
campaign and to establish and enhance connections with potential candidates for
distribution agreements. If we are not able to generate any revenues from sales
of our Gynecone device, we will require additional financing for operational
expenses. Therefore, during the next 12 months, we are seeking these additional
funds via equity financing, private placements or loans from our directors or
current shareholders. Currently, we do not have arrangements for additional
funds.

We anticipate that additional funding, if required, will be in
the form of equity financing from the sale of our common stock. However, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock to fund additional
expenditures. The risky nature of this enterprise and lack of tangible assets
places debt financing beyond the credit-worthiness required by most banks or
typical investors of corporate debt until we generate revenues from our business
operations. We do not have any arrangements in place for any future equity
financing.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations.

11

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License Agreement

The license agreement has been recorded at cost, and will be
amortized straight-line over the estimated useful life, estimated to be equal to
the legal life of 50 years.

Long-lived assets to be held and used by the company are
continually reviewed to determine whether any events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable. For
long-lived assets to be held and used, the company bases its evaluation on such
impairment indicators as nature of the assets, the future economic benefit of
the assets, any historical or future profitability measurements, as well as
other external market conditions or factors that may be present. In the event
that facts and circumstances indicate that the carrying amount of an asset may
not be recoverable and an estimate of future undiscounted cash flows is less
than the carrying amount of the asset, an impairment loss will be
recognized.

RISKS AND UNCERTAINTIES

We have yet to attain profitable operations and because we
will need additional financing to fund the development of our Gynecone device,
our auditors believe that there is substantial doubt about our ability to
continue as a going concern.

We have incurred an accumulated net loss of $97,419 for the
period from May 28, 2004 (inception) to April 30, 2006 and have no revenues to
date. Our future is dependent upon future profitable operations from the
development of our Gynecone device. We have cash in the amount of $1,197 and
working capital deficit of $403 as of April 30, 2006. Our total expenditures
over the next twelve months are anticipated to be approximately $33,000, the
majority of which is due to the development and marketing of our Gynecone device
and general, legal, accounting and administrative expenses associated with our
becoming a reporting issuer under the Exchange Act. We presently do not have
sufficient funds to pursue our stated plan of operation for the next twelve
month period. If we are not able to generate any revenues from sales of our
Gynecone device, we will require additional financing for operational expenses,
and further marketing and development work on our Gynecone device. We are
seeking these additional funds via equity financing, private placements or loans
from our directors or current shareholders. Currently, we do not have
arrangements for additional funds.

Our financial statements included with this Quarterly Report
have been prepared assuming that we will continue as a going concern. Our
auditors have made reference to the substantial doubt as to our ability to
continue as a going concern in their audit report on our audited financial
statements for the period ended October 31, 2005. If we are not able to achieve
revenues, then we may not be able to continue as a going concern and our
business may fail. We have not yet completed the development, including
obtaining regulatory approvals, of Gynecone, and have not generated revenues
from the sale of products. Even if we succeed in developing and commercializing
our product, we expect to incur substantial losses for the foreseeable future.
If we do not receive additional financing, if and when required, to continue our
operations then we may be forced to cease or curtail our operations.

We are a development stage company with a limited operating
history that makes it impossible to reliably predict future growth and operating
results. Our inability to predict future growth and operating results could
delay or inhibit our ability to obtain bank or equity financing.

12

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We also expect to continue to incur significant operating and
capital expenditures and anticipate that our expenses will increase
substantially in the foreseeable future as we continue the development and the
preparation for possible commercialization of the Gynecone device including
establishing sales and marketing capabilities. We have not demonstrated that we
can:

| | (i)   | ensure that our product functions as intended in human
      clinical applications;                                              
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | obtain the regulatory approvals necessary to
      commercialize products that we may develop in the future;                     
| | (iii) | manufacture, or arrange for third-parties to manufacture,
      future products in a manner that will enable us to be
profitable;
| | (iv)  | make, use, and sell future products without infringing
      upon third party intellectual property rights; or                   
| | (v)   | respond effectively to competitive
  pressures.                                                                                  

These factors make it impossible to reliably predict our future
growth and operating results and could delay or inhibit our ability to obtain
bank or equity financing.

Failure to obtain necessary government approvals for new
products would mean we could not sell those new products, or sell any products
for those new applications.

Our proposed product is a medical device, which is subject to
extensive government regulations in the U.S. and in foreign countries where we
do business. Unless an exemption applies, each medical device that we wish to
market in the U.S. must first receive either a pre-market approval (PMA) or a
510(k) clearance from the FDA with respect to each application for which we
intend to market it. Either process can be lengthy and expensive. According to
the FDA, the average 510(k) review period was 96 days in 2003, but reviews may
take longer and approvals may be revoked if safety or effectiveness problems
develop. The PMA process is much more costly, lengthy and uncertain. According
to the FDA, the average PMA submission-to-decision period was 359 days in 2004;
however, reviews may take much longer and completing a PMA application can
require numerous clinical trials and require the filing of amendments over time.
The result of these lengthy approval processes is that a new product often
cannot be brought to market for a number of years after being developed.
Initially, we intend to obtain 510(k) clearance from the FDA with respect to our
Gynecone product. If we fail to obtain or maintain necessary government
approvals of our Gynecone device during the 510(k) application process on a
timely and cost-effective basis, we will be unable to market the product for our
intended applications.

We intend to rely on distributors to receive pre-market
approvals and cover the target market areas. Failure by one of such distributors
to effectively market our product could delay or inhibit our ability to market
our product in the target market.

We intend to initially rely on independent distributors and
will be dependent upon the marketing efforts of, and sales by, these
distributors. These distributors may also distribute competing products under
certain circumstances. We intend to rely on distributors to receive pre-market
approvals and cover the target market areas. Failure by one of such distributors
to effectively market our product could delay or inhibit our ability to market
our product in the target market. In addition, our use of distributors does not
allow us to control end-market prices charged for our product and may not result
in the same level of sales and marketing efforts, as would the use of a direct
sales force by us. Establishing distributors or a direct sales force will
require significant time, management resources and expenditures, some of which
cannot be forecast. This may result in our inability to respond to changing
market needs if and when required.

13

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Testing of our new product will involve uncertainties and
risks, which could delay or prevent new product introductions, require us to
incur substantial additional costs or result in the failure to bring our
products to market, which would affect our ability to generate revenues and our
business could fail.

Development and testing of any medical device is often
extensive, expensive and time consuming. Some of the tests for our product may
require months or years to perform, and it may be necessary to begin these tests
again if we modify our products to correct a problem identified in testing. If
results of testing during our 510(k) application process for our Gynecone device
indicate that design changes are required, such changes could cause delays that
could impact our ability to bring the product to market and generate revenues. A
number of companies in the medical industry have suffered delays, cost overruns
and project terminations despite achieving promising results in pre-clinical
testing or clinical testing. In the event that we suffer setbacks in the
pre-clinical or clinical testing of our product, our product may be delayed,
require further funding, and may never be brought to market. As a result we
could lose all of our capital invested in our product and our business could
fail.

If third party payors fail to provide appropriate levels of
reimbursement for purchase and use of our product, it may increase the cost of
commercializing or marketing our product which could result in our inability to
sell our Gynecone device in commercially acceptable quantities at profitable
prices.

Medical products and devices incorporating new technologies are
closely examined by government and private insurers to determine whether the
products and devices will be covered by reimbursement, and if so, the level of
reimbursement which may apply. We cannot be sure that third party payors will
reimburse the sales of our products now under development, or enable us to sell
them at profitable prices.

The federal government and private insurers have considered
ways to change, and have changed, the manner in which health care services are
provided and paid for in the U.S. In the future, it is possible that the
government may institute price controls and further limits on Medicare and
Medicaid spending. These controls and limits could affect the payments that we
collect from sales of our Gynecone device. Internationally, medical
reimbursement systems vary significantly, with some medical centers having fixed
budgets, regardless of levels of patient treatment, and other countries
requiring application for, and approval of, government or third party
reimbursement. Even if we succeed in bringing our Gynecone device to market,
uncertainties regarding future health care policy, legislation and regulation,
as well as private market practices, may increase the cost of commercializing or
marketing our product which could result in our inability to sell our Gynecone
device in commercially acceptable quantities at profitable prices.

Prior to approving coverage for new medical devices, most third
party payors require evidence that the product has received FDA approval, is not
experimental, and is medically necessary for the specific patient. Increasingly,
third party payors require evidence that the devices being used are
cost-effective. Our product may not meet these or future criteria, which could
hinder our ability to market and sell the product.

Because our sole executive officer and director does not
have formal training specific to the medical device industry, there is a higher
risk that our business will fail.

Mr. Mark A. McLeary, our sole executive officer and director,
does not have any formal training as a urogynecologist, or in the technical
aspects of management of a company specializing in the

14

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marketing and distribution of medical devices. With no direct
training or experience in these areas, our management may not be fully aware of
the specific requirements related to working within this industry. Although Mr.
McLeary has some significant business experience, his decisions and choices may
not take into account standard engineering or managerial approaches commonly
used in the industry. Consequently, our operations, earnings, and ultimate
financial success could suffer irreparable harm due to management's lack of
experience in this industry.

Because our sole executive officer and director has only
agreed to provide his services on a part-time basis, he may not be able or
willing to devote a sufficient amount of time to our business operations,
causing our business to fail.

Mr. Mark A. McLeary, our sole executive officer and director,
is also a principal of McLeary Capital Management, Inc., a company specializing
in the provision of retirement, tax and estate planning advice to individuals
and corporations in British Columbia, Canada. Because we are in the early stages
of our business, Mr. McLeary devotes approximately 8-10 hours per week to our
affairs. If the demands of our business require the full business time of Mr.
McLeary, he is prepared to adjust his timetable to devote up to 40-50 hours a
week. However, Mr. McLeary may not be able to devote sufficient time to the
management of our business, as and when needed. It is possible that the demands
of Mr. McLearys other business interests will increase with the result that he
would no longer be able to devote sufficient time to the management of our
business. Competing demands on Mr. McLearys time may lead to a divergence
between his interests and the interests of other shareholders.

If we fail to obtain approval from the FDA and from foreign
regulatory authorities, we will not be allowed to market or sell the Gynecone
device, or other products in the United States or other countries.

If we cannot demonstrate through clinical testing on humans or
other means that the Gynecone device is safe and effective, we will not be able
to obtain regulatory approvals in the U.S. or other countries for the commercial
sale of this product. Our clinical testing of the Gynecone device is in its
early stages. Delays, budget overruns, and project terminations are not uncommon
even after promising pre-clinical and clinical trials of medical products. We
intend to conduct clinical testing of the Gynecone device in patients with a
variety of complications, and these patients may suffer other adverse medical
results for reasons which may or may not be related to the product being tested.
Those outcomes could seriously delay the completion of clinical testing, as
could the unavailability of suitable patients for clinical trials, both of which
are outside our control. We cannot assure that the rate of patient enrollment in
our clinical trials will be consistent with our expectations or be sufficient to
allow us to complete our clinical trials for the Gynecone device under
development in a timely manner, if at all. Delays could defer the marketing and
commercial sale of our product, require further funding, and possibly result in
failure to bring the product to market.

We are seeking to obtain 510(k) clearance from the FDA to
market the Gynecone device. Clearance of a 510(k) by the FDA requires that we
demonstrate that the Gynecone device is substantially equivalent to other
products that are already on the market. We intend to file a 510(k) application
respecting our Gynecone device with the FDA in the next twelve months. The FDA
or any other regulatory authority may require us to provide additional data that
we do not currently anticipate in order to obtain product clearance and
approvals.

If we are not able to obtain regulatory approvals for use of
the Gynecone device, or if the patient populations for which it is approved are
not sufficiently broad, the commercial success of this product could be limited.

15

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We may market the Gynecone device in international markets,
including Europe, India, Asia and Canada. We must obtain separate regulatory
approvals in order to market our product in other jurisdictions. The approval
process may differ among those jurisdictions and approval in the U.S. or in any
other jurisdiction does not ensure approval in other jurisdictions. Obtaining
foreign approvals could result in significant delays, difficulties and costs for
us, and require additional trials and additional expense.

If we obtain regulatory approval of our product, the product
will be subject to continuing review and extensive regulatory requirements,
which could hinder, delay or restrict the manufacturing and marketing of our
product.

The FDA continues to review products even after they have
received initial approval. If the FDA approves the Gynecone device, the
manufacture and marketing of this product will be subject to continuing
regulation, including compliance with quality systems regulations (QSR),
adverse event reporting requirements and prohibitions on promoting a product for
unapproved uses.

We will also be required to obtain additional approvals in the
event we significantly modify the design of an approved product or the products
labelling or manufacturing process. Modifications of this type are common with
new products, and we anticipate that the first generation of our product will
undergo a number of changes, refinements and improvements over time.

We and any of our third-party suppliers of product components
are also subject to inspection and market surveillance by the FDA. Enforcement
actions resulting from failure to comply with government requirements could
result in fines, suspensions of approvals, recalls of products, operating
restrictions and criminal prosecutions, and could affect the manufacture and
marketing of our products. The FDA could withdraw a previously approved product
from the market upon receipt of newly discovered information, including a
failure to comply with regulatory requirements, the occurrence of unanticipated
problems with products following approval, or other reasons, the occurrence of
any of which could hinder, delay or restrict our ability to manufacture and
market the Gynecone device in the U.S. market. If we are unable to market the
Gynecone device in the U.S. market we may suffer increased losses due to a
decrease in sales of our product which may cause our business to fail.

We are subject to potential product liability and other
claims and we may not have the insurance or other resources to cover the costs
of any successful claim.

Defects in our products could subject us to potential product
liability claims that our products are ineffective or caused some harm to the
human body. Pursuant to our manufacturing agreement with MDMI, MDMI has obtained
comprehensive general liability insurance respecting our Gynecone product in the
amount of $1,000,000, naming Med-Tech as the insured under the policy. Our
liability insurance may not be adequate to cover future claims. We intend to
obtain additional product liability insurance once our product is
commercialized. Product liability insurance is expensive and, in the future, may
not be available on terms that are acceptable to us, if it is available to us at
all. Plaintiffs may also advance other legal theories supporting their claims
that our products or actions resulted in some harm. A successful claim brought
against us in excess of our insurance coverage could result in our having to
cease or curtail our plan of operation.

If patients choose to use existing more established or less
expensive alternatives to our proposed products, or if effective new
alternatives are developed, we could lose potential sales and the resulting
decrease in revenues could cause our business to fail.

16

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We intend to sell medical devices that provide an alternative
to invasive surgical procedures. Patient acceptance of our proposed products
will depend on a number of factors, including device and associated procedure
costs, the success or failure of more established therapies to help the patient,
the degree of invasiveness involved in the use of our products, the rate and
severity of complications from the use of our products, and any adverse side
effects caused by our proposed products. If patients choose to use existing more
established or less expensive alternatives to our proposed products, or if
effective new alternatives are developed, we could lose potential sales and the
resulting decrease in revenues could cause our business to fail.

We are highly dependent on our distributors for marketing
and distribution of our Gynecone device, in the event that our distributors are
unable to obtain required regulatory approvals for the sale of our product we
may be delayed or unable to complete sales of our product within the
distributors targeted geographic region.

We rely on distributors such as Medisell for marketing and
distribution of our Gynecone device internationally. In the event that our
distributors are unable to obtain required regulatory approvals for the sale of
our product we may be delayed or unable to complete sales of our product within
the targeted geographic region. Our distributors failure to obtain regulatory
approval may result in increased losses for us due to a decrease in sales of our
product and we may have to curtail our plan of operation.

Our business is exposed to foreign currency fluctuations
causing negative changes in exchange rates to result in greater costs.

We intend to conduct our business in foreign countries and, as
a result, may be exposed to movements in foreign currency exchange rates. Given
the volatility of exchange rates, we may not be able to manage our currency
transaction and/or translation risks effectively, or volatility in currency
exchange rates may reduce our reported international sales and earnings because
the local currency will translate into fewer U.S. dollars.

We are subject to other risks associated with our proposed
non-U.S. operations. We estimate that initially, all the sales of our Gynecone
device will originate from Asia. Commercial grade medical devices in the
Philippines are not required to obtain pre-clinical testing prior to marketing,
although laboratory analysis may be required during the registration process.
Registration can take from four to six weeks on average, at a cost of $1,500 for
a one year license and $5,000 for a renewal license for five years. We believe
that marketing and distributing the Gynecone device in the Asian market will
allow our international distributors to market the Gynecone device to pharmacies
and independent physicians as a commercial product at a lower cost to us and
without pre-clinical testing of the device. Risks are inherent in international
operations, and include the following risks:

| | (i)   | exchange controls and currency restrictions;                                    
| | ----- | --------------------------------------------------------------------------------
| | (ii)  | currency fluctuations and devaluations;                                         
| | (iii) | changes in local economic conditions;                                           
| | (iv)  | changes in laws and regulations, including the imposition
      of embargos; and
| | (v)   | exposure to possible expropriation or other government
      actions.           

These and other factors may have a negative impact on our
international operations or on our business, results of operations and financial
condition. Our sales outside the United States expose us to currency risks.
During times of a strengthening U.S. dollar, at a constant level of business,
our reported international sales and earnings may be reduced because the local
currency will translate

17

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into fewer U.S. dollars. At present, we do not hedge this risk,
but continue to evaluate such foreign currency translation risk exposure. Our
flexibility in our foreign operations can also be somewhat limited by agreements
we have entered into with our foreign distributors. Under our international
distribution agreement with Medisell International Holdings, Inc. (Medisell),
Medisell is appointed as exclusive agents for the marketing and distribution of
the Gynecone device within the Philippines and we are restricted in our ability
to engage other distributors, sales representatives or other agents within the
Philippines for the promotion and sale of our Gynecone device during the term of
the agreement. In the event that our distributors are unable to obtain required
regulatory approvals for the sale of our product we may be delayed or unable to
complete sales of our product within the region. Our overall success
internationally depends, in part, upon our ability to succeed in differing
economic, social and political conditions. We may not succeed in developing and
implementing policies and strategies that are effective in each location where
we intend to do business, and failure to do so could cause our business to
fail.

We are highly dependent on our senior management. The loss
of our sole executive officer could hinder our ability to pursue our stated plan
of operation and obtain debt or equity financing, if and when required.

We believe that our continued success depends to a significant
extent upon the efforts and abilities of our senior management and in particular
Mark A. McLeary, our sole executive officer and director. Mr. McLeary has been a
certified financial planner since 1995 and a chartered financial planner since
1993. He has worked in the financial planning industry for over 13 years with an
emphasis on investment and tax planning. We believe that the loss of Mr.
McLearys business and management experience could hinder our ability to pursue
our stated plan of operation and obtain debt or equity financing, if and when
required.

If we fail to protect our intellectual property rights, our
competitors may take advantage of our ideas and compete directly against us.
This could harm our competitive position and decrease our market share.

We rely in part on trade secrets and proprietary technology to
remain competitive. We may not be able to obtain or maintain adequate U.S.
patent protection for new products or ideas, or prevent the unauthorized
disclosure of our technical knowledge or other trade secrets by our employees or
consultants. Additionally, the laws of foreign countries may not protect our
intellectual property rights to the same extent as the laws of the U.S. Even if
our intellectual property rights are adequately protected, litigation may be
necessary to enforce them, which could result in substantial costs to us and
substantial diversion of the attention of our management and key technical
employees. If we are unable to adequately protect our intellectual property, our
competitors could use our intellectual property to develop new products or
enhance their existing products. This could harm our competitive position and
decrease our market share.

Other parties may sue us for infringing their intellectual
property rights, or we may have to sue them to protect our intellectual property
rights.

There has been a substantial amount of litigation in the
medical technology industry regarding patents and intellectual property rights.
The medical pessary device market is characterized by extensive patent and other
intellectual property rights, which can create greater potential in comparison
to less-developed markets for possible allegations of infringement, particularly
with respect to newly-developed technology. We may be forced to defend ourselves
against allegations that we are infringing the intellectual property rights of
others. In addition, we may find it necessary, if threatened, to initiate a
lawsuit seeking a declaration from a court that we are not infringing the

18

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intellectual property rights of others or that these rights are
invalid or unenforceable, or to protect our own intellectual property rights.
Intellectual property litigation is expensive and complex and its outcome is
difficult to predict. If we do not prevail in any litigation, in addition to any
damages we might have to pay, we would be required to stop the infringing
activity, obtain a license, or concede intellectual property rights. Any
required license may not be available on acceptable terms, if at all. In
addition, some licenses may be nonexclusive, and, therefore, our competitors may
have access to the same technology licensed to us. If we fail to obtain a
required license or are unable to design around a patent, we may be unable to
sell some of our products.

Patient complications that may occur in clinical testing
conducted by us (or in clinical testing conducted by other companies) and the
resulting publicity surrounding these complications may result in greater
governmental regulation of future product candidates and potential regulatory
delays relating to testing or approval of our Gynecone device.

Even with the requisite approval, the commercial success of our
proposed product will depend in part on public acceptance. Public attitudes may
be influenced by claims that our proposed products are unsafe, and such products
may not gain the acceptance of the public or the medical community. Negative
public reaction could result in greater governmental regulation, stricter
clinical trial oversight or commercial product labelling requirements of pessary
devices and could negatively affect demand for any products that we may develop.

Because our sole executive officer and director, Mr. Mark A.
McLeary, controls approximately 49.5% of our outstanding common stock, investors
may find that corporate decisions influenced by Mr. McLeary are inconsistent
with the best interests of other stockholders.

Mr. Mark A. McLeary, our sole executive officer and director,
controls approximately 49.5% of our issued and outstanding shares of common
stock. Accordingly, in accordance with our articles of incorporation and bylaws,
Mr. McLeary is able to control who is elected to our board of directors and thus
could act, or could have the power to act, as our management. The interests of
Mr. McLeary may not be, at all times, the same as those of other shareholders.
Since Mr. McLeary is not simply a passive investor but is also our sole
executive, his interests as an executive may, at times, be adverse to those of
passive investors. Where those conflicts exist, our shareholders will be
dependent upon Mr. McLeary exercising, in a manner fair to all of our
shareholders, his fiduciary duties as an officer or as a member of our board of
directors. Also, Mr. McLeary will have the ability to significantly influence
the outcome of most corporate actions requiring shareholder approval, including
the merger of Med-Tech with or into another company, the sale of all or
substantially all of our assets and amendments to our articles of incorporation.
This concentration of ownership with Mr. McLeary may also have the effect of
delaying, deferring or preventing a change in control of Med-Tech which may be
disadvantageous to minority shareholders.

Because our stock is a penny stock, stockholders will be
more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or quotation system.

19

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Because our securities constitute "penny stocks" within the
meaning of the rules, the rules apply to us and to our securities. The rules may
further affect the ability of owners of shares to sell our securities in any
market that might develop for them. As long as the trading price of our common
stock is less than $5.00 per share, the common stock will be subject to Rule
15g-9 under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document prepared by the SEC, that:

| | 1. | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                          
| | 2. | contains a description of the broker's or dealer's duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of
      securities laws;
| |    |                                                                                                                                                                                                                                          
| | 3. | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
| |    |                                                                                                                                                                                                                                          
| | 4. | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       
| |    |                                                                                                                                                                                                                                          
| | 5. | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                                                                                                             
| |    |                                                                                                                                                                                                                                          
| | 6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.                                                                              

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that, prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock.

ITEM 3. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer has concluded that these disclosure controls and procedures
are effective.

There were no changes in our internal control over financial
reporting during the quarter ended April 30, 2006 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.

20

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PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS.                                                
|------- | ------------------------------------------------------------------
|        |                                                                   
|None.   |                                                                   
|        |                                                                   
|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND
      USE OF PROCEEDS.
|        |                                                                   
|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.   |                                                                   

21

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|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K.
|------- | ---------------------------------

|Exhibit Number | Description of Exhibits                                                                                                                               
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            | Articles of
      Incorporation.(1)                                                                                                                   
|3.2            | Bylaws, as amended.(1)                                                                                                                                
|4.1            | Form of Share
      Certificate.(1)                                                                                                                   
|10.1           | Exclusive License Agreement between MDMI
      Technologies Inc. and Med-Tech Solutions, Inc. dated October 29,
      2004.(1)                        
|10.2           | Manufacturing Agreement between
      MDMI Technologies Inc. and Med-Tech Solutions, Inc. dated January 25,
      2005.(1)                            
|10.3           | Distribution Agreement between Med-Tech
      Solutions, Inc. and Medisell International Holdings, Inc. dated May 17,
      2005.(1)                  
|14.1           | Code of Ethics(2)                                                                                                                                     
|31.1           | Certification of Chief
      Executive Officer and Chief Financial Officer as adopted pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.
|32.1           | Certification
      of Chief Executive Officer and Chief Financial Officer as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.

|(1) | Filed as an exhibit to our Registration Statement on Form
      SB-2 originally filed with the SEC on January 28, 2005, as
  amended.           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Filed as an exhibit to our Annual Report on Form 10-KSB
      for the year ended October 31, 2005 filed with the SEC on February 10,
      2006.

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the
fiscal quarter ended April 30, 2006. We have not filed any Current Reports on
Form 8-K since April 30, 2006.

22

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|      |                     |     | MED-TECH SOLUTIONS, INC.                         
|----- | ------------------- | --- | -------------------------------------------------
|      |                     |     |                                                  
|      |                     |     |                                                  
|      |                     |     |                                                  
|Date: | June 14,
      2006 | By: | /s/
      Mark A. McLeary                        
|      |                     |     | MARK A. McLEARY                                  
|      |                     |     | Chief Executive Officer, Chief Financial Officer,
|      |                     |     | President, Secretary, Treasurer                  
|      |                     |     | and Director                                     
|      |                     |     | (Principal Executive Officer, Principal Financial
|      |                     |     | Officer and Principal Accounting Officer)        

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