---

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 January 31,
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) 688-7526                                   |                                  
|Issuer'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 March
10, 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 three months ended January 31, 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)

January 31, 2006

---

|Med-Tech Solutions, Inc.        
|--------------------------------
|(a Development Stage Enterprise)
|                                
|Financial Statements            
|(Expressed in US Dollars)       
|(unaudited)                     
|                                
|January 31, 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)                        

|                                                 |   | For the period |   |   | For the three |   |   | For the three |  
|------------------------------------------------ | - | -------------- | - | - | ------------- | - | - | ------------- | -
|                                                 |   | May 28, 2004   |   |   | months ended  |   |   | months ended  |  
|                                                 |   | to January 31, |   |   | January 31,   |   |   | January 31,   |  
|                                                 |   | 2006           |   |   | 2006          |   |   | 2005          |  
|                                                 |   |                |   |   |               |   |   |               |  
|Revenue                                          | $ | -              |   | $ | -             |   | $ | -             |  
|                                                 |   |                |   |   |               |   |   |               |  
|Administrative expenses                          |   |                |   |   |               |   |   |               |  
|Accounting and audit                             |   | 9,260          |   |   | 1,000         |   |   | 1,479         |  
|Amortization of license
      agreement          |   | 206            |   |   | 41            |   |   | -             |  
|Bank charges and interest                        |   | 201            |   |   | 22            |   |   | 51            |  
|Consulting fees                                  |   | 1,545          |   |   | 945           |   |   | 100           |  
|Legal                                            |   | 60,543         |   |   | -             |   |   | 8,000         |  
|Office and miscellaneous                         |   | 6,615          |   |   | -             |   |   | 350           |  
|Rent                                             |   | 4,400          |   |   | 600           |   |   | -             |  
|                                                 |   |                |   |   |               |   |   |               |  
|                                                 |   | 82,770         |   |   | 2,608         |   |   | 9,980         |  
|                                                 |   |                |   |   |               |   |   |               |  
|Loss for the period                              |   | (82,770        | ) |   | (2,608        | ) |   | (9,980        | )
|                                                 |   |                |   |   |               |   |   |               |  
|Deficit, beginning of period                     |   | -              |   |   | (80,162       | ) |   | (9,076        | )
|                                                 |   |                |   |   |               |   |   |               |  
|Deficit accumulated during the development stage | $ | (82,770        | ) | $ | (82,770       | ) | $ | (19,056       | )
|                                                 |   |                |   |   |               |   |   |               |  
|Basic and fully diluted loss per share           |   |                |   | $ | (0.00         | ) | $ | (0.00         | )
|                                                 |   |                |   |   |               |   |   |               |  
|Weighted average number of shares outstanding    |   |                |   |   | 10,100,000    |   |   | 10,090,217    |  



| | F-3
| | ---

---

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

|                                                 |   | January 31, |   |   | October 31, |  
|------------------------------------------------ | - | ----------- | - | - | ----------- | -
|                                                 |   | 2006        |   |   | 2005        |  
|                                                 |   |             |   |   |             |  
|Assets                                           |   |             |   |   |             |  
|                                                 |   |             |   |   |             |  
|Current                                          |   |             |   |   |             |  
|Cash                                             | $ | 20,325      |   | $ | 26,553      |  
|                                                 |   |             |   |   |             |  
|License agreement(note 4)                        |   | 8,025       |   |   | 8,066       |  
|                                                 |   |             |   |   |             |  
|                                                 | $ | 28,350      |   | $ | 34,619      |  
|                                                 |   |             |   |   |             |  
|Liabilities                                      |   |             |   |   |             |  
|                                                 |   |             |   |   |             |  
|Current                                          |   |             |   |   |             |  
|Accounts payable and accrued
      liabilities   | $ | 5,520       |   | $ | 5,981       |  
|Due
      to Director (note 3)                   |   | 600         |   |   | 3,800       |  
|                                                 |   |             |   |   |             |  
|                                                 |   | 6,120       |   |   | 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 |   | (82,770     | ) |   | (80,162     | )
|                                                 |   |             |   |   |             |  
|                                                 |   | 22,230      |   |   | 24,838      |  
|                                                 |   |             |   |   |             |  
|                                                 | $ | 28,350      |   | $ | 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 January 31, 2006

DeficitAccumulatedAdditional
      
      
      During theNumber of
      
      
      
      
      
      Paid in
      
      
      Developmentshares
      
      
      Par
        value
      
      
      Capital
      
      
      Stage
      
      
      TotalMay, 2004 issue common shares for cash
      
      5,000,000
      
      $
      5,000
      
      $
      -
      
      $
      -
      
      $
      5,000September, 2004 issuecommon shares for cash
      
      5,000,000
      
      
      5,000
      
      
      45,000
      
      
      -
      
      
      50,000Net loss for the
        period
      
      -
      
      
      -
      
      
      -
      
      
      (9,076
      )
      
      (9,076
      )Balance October 31, 2004
      
      10,000,000
      
      
      10,000
      
      
      45,000
      
      
      (9,076
      )
      
      45,924November 2004 issuecommon shares for cash
      
      100,000
      
      
      100
      
      
      49,900
      
      
      -
      
      
      50,000Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      (71,086
      )
      
      (71,086
      )Balance October 31, 2005
      
      10,100,000
      
      
      10,100
      
      
      94,900
      
      
      (80,162
      )
      
      24,838Net loss for the period
      
      -
      
      
      -
      
      
      -
      
      
      (2,608
      )
      
      (2,608
      )Balance January 31, 2006
      
      10,100,000
      
      $
      10,100
      
      $
      94,900
      
      $
      (82,770
      )
      $
      22,230  F-5


---

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

|                                                |   | For the period |   |   | For the three |   |   | For the three |  
|----------------------------------------------- | - | -------------- | - | - | ------------- | - | - | ------------- | -
|                                                |   | May 28, 2004   |   |   | months ended  |   |   | months ended  |  
|                                                |   | to January 31, |   |   | January 31,   |   |   | January 31,   |  
|                                                |   | 2006           |   |   | 2006          |   |   | 2005          |  
|Cash provided by (used for)                     |   |                |   |   |               |   |   |               |  
|                                                |   |                |   |   |               |   |   |               |  
|Operating activities                            |   |                |   |   |               |   |   |               |  
|Loss for the period                             | $ | (82,770        | ) | $ | (2,608        | ) | $ | (9,980        | )
|                                                |   |                |   |   |               |   |   |               |  
|Item not affecting cash                         |   |                |   |   |               |   |   |               |  
|Amortization of license agreement               |   | 206            |   |   | 41            |   |   | -             |  
|                                                |   |                |   |   |               |   |   |               |  
|Change in non-cash working
      capital items: |   |                |   |   |               |   |   |               |  
|Accounts payable and accrued
      liabilities  |   | 5,520          |   |   | (461          | ) |   | (1,000        | )
|                                                |   |                |   |   |               |   |   |               |  
|                                                |   | (77,044        | ) |   | (3,028        | ) |   | (10,980       | )
|                                                |   |                |   |   |               |   |   |               |  
|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                     |   | 20,325         |   |   | (6,228        | ) |   | 38,555        |  
|                                                |   |                |   |   |               |   |   |               |  
|Cash, beginning of period                       |   | -              |   |   | 26,553        |   |   | 31,311        |  
|                                                |   |                |   |   |               |   |   |               |  
|Cash, end of period                             | $ | 20,325         |   | $ | 20,325        |   | $ | 69,866        |  
|                                                |   |                |   |   |               |   |   |               |  
|                                                |   |                |   |   |               |   |   |               |  
|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)                      
|                                 
|January 31, 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)                      
|                                 
|January 31, 2006                 

|2. | Significant Accounting Policies(continued)
|-- | ------------------------------------------

| | e) | Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The preparation of financial statements in conformity
        with US generally accepted accounting principles requires management to
        make estimates and assumptions that affect the reported amount of assets
        and liabilities and disclosure of contingent liabilities at the date of
        the financial statements, and the reported amounts of revenues and expenditures
        during the reporting period. Actual results could differ from those reported.

| | f) | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | Income taxes are provided for using the
        liability method of accounting in accordance with Statement of Financial
        Accounting Standards No. 109, Accounting for Income Taxes.
        A deferred tax asset or liability is recorded for all temporary differences
        between financial and tax reporting. Deferred tax expense (benefit) results
        from the net change during the year of deferred tax assets and liabilities.                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | g) | 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 (note 4).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | 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.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | h) | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | In May 2003, the FASB issued SFAS No. 150,
        "Accounting for certain Financial Instruments with Characteristics of
        both Liabilities and Equity" ("SFAS No. 150"). SFAS 150 requires that
        certain financial instruments issued in the form of shares that are mandatorily
        redeemable as well as certain other financial instruments be classified
        as liabilities in the financial statements. SFAS No. 150 is effective
        for financial instruments entered into or modified after May 31, 2003.                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | In addition, the FASB and Emerging Issues
        Task Force ("EITF") have issued a variety of interpretations including
        the following interpretations with wide applicability:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



| | F-8
| | ---

---

|Med-Tech Solutions, Inc.         
|---------------------------------
|(a Development Stage Enterprise) 
|                                 
|Notes to the Financial Statements
|(Expressed in US Dollars)        
|(unaudited)                      
|                                 
|January 31, 2006                 

|2. | Significant Accounting Policies(continued)
|-- | ------------------------------------------

| | h) | Recent accounting pronouncements(continued)
| | -- | -------------------------------------------
| |    |                                            
| |    |                                            

|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                            | The adoption of these new pronouncements is not expected to have a material
      effect on the companys financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                            
|   |                           
|3. | Related Party Transactions
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | a)                         | During fiscal 2004, the President and Sole Director
        of the Company paid expenses on behalf of the Company. This advance was
        repaid during fiscal 2005. During fiscal 2005 the President and Sole Director
        of the Company invoiced the Company for rent in the amount of $3,800 and
        this amount was paid during the 3 months ended January 31, 2006 and an
        additional $600 was invoiced for rent. The balance is non-interest bearing,
        unsecured and due on demand.
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | b)                         | During fiscal 2004 the President and Sole Director of
        the Company purchased 5,000,000 common shares from treasury for cash of
        $5,000.                                                                                                                                                                                                                                                                                                                                                             

|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

Certain statements contained in this Quarterly Report
constitute "forward-looking statements". These statements, identified by words
such as plan, "anticipate," "believe," "estimate," "should," "expect" and
similar expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under the caption "Management's Discussion
and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We
advise you to carefully review the reports and documents we file from time to
time with the United States Securities and Exchange Commission (the SEC),
particularly our Annual Reports on Form 10-KSB and our Current Reports on Form
8-K.

Overview

We are a development stage company focused on the marketing and
distribution of a medical pessary device designed for women. We have entered
into a license agreement 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.

Our pricing strategy is to provide the lowest cost product while
  providing features related to safety and efficacy, which are equivalent to or
  better than those of competitive products. It is expected that the Gynecone
  will be at a lower price than other products. 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. For these reasons our auditors
stated in their report that they have substantial doubt we will be able to
continue as a going concern.

Corporate Background

We were incorporated on May 28, 2004 under the laws of the
State of Nevada. Our principal offices are located at Suite 2200  1177 West
Hastings Street, Vancouver, British Columbia, Canada. Our telephone number is
(604) 688-7526.

3

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Recent Corporate Developments

The following significant corporate developments occurred since
the completion of our fiscal year ended October 31, 2005:

|1. | 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 presently negotiating an extension
        to the purchase of the units. At present, we have not received payment
        for the 333 units and as a result have not delivered the units to Medisell
        for marketing and distribution.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | We commenced Phase II of our plan of operation in November,
        2005 and have received 1,000 sample units of our Gynecone device from
        MDMI Technologies Inc. for distribution and marketing. Our Gynecone device
        is presently ready to market in the Philippines.                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | We completed the packaging for our Gynecone device in
      October, 2005. As a result, the first phase of our plan of operation was
      completed in October, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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

4

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materials and labour 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;                                                                          
| |       |                                                                                                                                                                       
| | (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;            

5

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| | (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                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                              
| | (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 presently negotiating
  an extension to the purchase of the units. At present, we have not received
  payment for the 333 units and as a result have not delivered the units to Medisell
  for marketing and distribution.

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
      ACTIONStep 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


6

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PROCEDURE
      ACTIONposition, 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.


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 labour 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 labour) 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.

Gynecone is composed of the following parts:

- Component parts and their material composition
- Silicone Shell (Silicone Elastomer)
- Stainless Steel Washer
- Magnetized Weight
- Silicone Bead (may not be needed if using Silicone Shell)
- Nylon (PVC coated) String
- Silicone Tab

Product Design and Development

Gynecone has been designed, and developed in conjunction with
female engineers, female clinical specialists and female gynaecologists, and is
expected to be available in four different sizes roughly 40, 60, 80, and 100
grams. At present, the cones are expected to be identical in shape and size but
different in weights as stated above. However, in the future, everything else is
expected to

7

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be maintained, with the exception of size. Size may increase or
decrease to accommodate the needs of the women (as per request and/or feedback
after the initial clinical trial).

Key Features of the Gynecone

Among the major expected benefits of Gynecone are the
following:

- Low Cost
- Improved efficacy (to be proven)
- Ease of Use
- Portability

PLAN OF OPERATION

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. Our initial focus is on the Asian market
and in particular the Philippines. In May 2005, we entered into a distribution
agreement for sales of the Gynecone device with Medisell, a distributor in the
Philippines. Medisell has agreed to pay us a per unit cost of $25 per unit for
all product orders and to pay all shipping and marketing costs for all product
orders. See Medisell Distribution Agreement.

We have received 1,000 sample units of our Gynecone device which
  we intend to use 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 do not anticipate earning revenues until such time as we
complete the initial marketing, promotion and development of our Gynecone device
outlined below. 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. We have no employees as of the date of this
Quarterly Report. We conduct our business largely through agreements with
consultants and arms-length third parties. We do not intend to hire any
employees over the next twelve months.

8

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Cash Requirements

The table below highlights our milestones and objectives 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.
          Protection of intellectual property rights (including patent application
            and trademark registration).
    $10,000
    March 2006PHASE 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)
    $15,000(1)Office Expenses
    $5,000Travel Expenses (2)
    $3,000TOTAL
    $23,000


|(1) | Includes legal and accounting expenses associated with
      our reporting requirements under the Exchange Act.                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------
|(2) | Includes travel expenses relating to the negotiation of
      international distribution and marketing agreements for our
  product.

9

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We have cash in the amount of $20,325 and working capital of
$14,205 as of January 31, 2006. Our total expenditures over the next twelve
months are anticipated to be approximately $43,000, 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 and have a remaining balance of $600 in shareholder
advances.

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. Therefore, during the next twelve
months, we will need additional funds and 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.

RESULTS OF OPERATIONS

We have not earned any revenues since inception. We do not
anticipate earning revenues until such time as we complete the marketing,
promotion and development of the 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 the operating costs of our business.

OPERATING EXPENSES

Our operating expenses for the three months ended January 31,
2006 consisted of the following:

|                                  | Three Months Ended January 31
|--------------------------------- | -----------------------------
|                                  | 2006                         
|Accounting and Audit              | $1,000                       
|Amortization of License Agreement | 41                           
|Bank Charges and Interest         | 22                           
|Consulting Fees                   | 945                          
|Legal                             | -                            
|Office and Miscellaneous          | -                            
|Rent                              | 600                          
|Total Operating Expenses          | $2,608                       

Our operating expenses for the three months ended January 31,
2006 were reduced as compared to the comparative period in 2005 primarily as a
result of reduced legal expenses. We anticipate our operating expenses will
increase as we undertake our plan of operation. The increase will be
attributable to our continuing development and promotion of our Gynecone device.
We anticipate our ongoing operating expenses will also increase as a result of
our ongoing reporting requirements under the Exchange Act.

10

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Net Loss

We incurred a net loss in the amount of $82,770 for the period
from inception to January 31, 2006. Our loss was entirely attributable to
operating expenses and the expenses relating to the preparation of our
registration statement on Form SB-2 and our quarterly and annual reports. 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           |                           |                           |           
|------------------------- | ------------------------- | ------------------------- | ----------
|                          |                           |                           | Percentage
|                          |                           |                           | Increase /
|                          | At January
      31, 2006 | At October
      31, 2005 | (Decrease)
|Current Assets            | $20,325                   | $26,553                   | (23.5)%   
|Current Liabilities       | (6,120)                   | (9,781)                   | 37.4%     
|Working Capital (Deficit) | $14,205                   | $16,772                   | (15.3)%   

|Cash Flows                                     |                    |                   
|---------------------------------------------- | ------------------ | ------------------
|                                               | Three Months Ended | Three Months Ended
|                                               | January 31, 2006   | January 31, 2005  
|Cash Flows from (used in) Operating Activities | $(3,028)           | $(10,980)         
|Cash Flows from (used in) Investing Activities | -                  | -                 
|Cash Flows from (used in) Financing Activities | (3,200)            | 49,535            
|Net Increase (decrease) in Cash During Period  | $(6,228)           | $38,555           

We have not attained profitable operations and are dependent
upon obtaining financing to further develop our Gynecone device. For these
reasons our auditors stated in their report to our audited financial statements
that they have substantial doubt we will be able to continue as a going
concern.

We have cash in the amount of $20,325 and working capital of
$14,205 as of January 31, 2006. Our total expenditures over the next twelve
months are anticipated to be approximately $43,000, the majority of which is due
to the development and marketing of our Gynecone device and general, legal,
accounting and administrative expenses associated with this statement and as a
result of our becoming a reporting issuer under the Exchange Act.

Future Financings

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 $15,000 to implement an advertising campaign
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 will need additional funds and we

11

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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

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES

The financial statements presented with this Quarterly Report
on Form 10-QSB have been prepared in accordance with generally accepted
accounting principles in the United States of America for interim financial
information. These financial statements do not include all information and
footnote disclosures required for an annual set of financial statements prepared
under United States generally accepted accounting principles. In the opinion of
our management, all adjustments (consisting solely of normal recurring accruals)
considered necessary for a fair presentation of the financial position, results
of operations and cash flows as at January 31, 2006 and for all periods
presented in the attached financial statements, have been included. Interim
results for the three month period ended January 31, 2006 are not necessarily
indicative of the results that may be expected for the fiscal year as a
whole.

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in the notes to our interim financial statements for the period ended
January 31, 2006 included in this Quarterly Report.

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.

12

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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 there is substantial doubt about our ability to continue as
a going concern.

We have incurred an accumulated net loss of $82,770 for the
period from May 28, 2004 (inception) to January 31, 2006 and have no revenues to
date. Our future is dependent upon future profitable operations from the
development of our Gynecone device. These factors raise substantial doubt that
we will be able to continue as a going concern. We have cash in the amount of
$20,325 and working capital of $14,205 as of January 31, 2006. Our total
expenditures over the next twelve months are anticipated to be approximately
$43,000, 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. Therefore, during the next twelve months, we will need additional funds
and 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. These factors raise substantial doubt that we will be able to
continue as a going concern. We have not yet completed the development,
including obtaining regulatory approvals, of our Gynecone device and,
consequently, 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. 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. 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.

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;

13

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| | (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 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 regulation 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 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.

14

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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 medicinal products industry, there is a
higher risk 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

15

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marketing and distribution of medicinal products. 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 United
States Food and Drug Administration (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.

16

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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.

We may market the Gynecone device in international markets,
including the European Union, 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. Under the terms of our manufacturing agreement with MDMI
Technologies Inc., 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.

17

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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 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 distributors targeted geographic region. Our distributors failure to
obtain regulatory approval may result in increased losses for Med-Tech due to a
decrease in sales of our product and we may have to curtail our plan of
operation.

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

18

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reported international sales and earnings may be reduced
because the local currency will translate 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 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,

19

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if threatened, to initiate a lawsuit seeking a declaration from
a court that we are not infringing the 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 that of other shareholders.
Since Mr. McLeary is not simply a passive investor but is also one of our active
executives, 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.

If a market for our common stock does not develop,
stockholders may be unable to sell their shares.

There is currently no market for our common stock and a market
may never develop. As of the date of this Quarterly Report, we have applied for
listing of our common stock on the OTC Bulletin Board. However, our shares may
never be traded on the bulletin board or, if traded, a public market may never
materialize. If our common stock is not traded on the bulletin board or if a
public

20

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market for our common stock does not develop, investors may not
be able to re-sell the shares of our common stock that they have purchased and
may lose all of their investment.

If the security holders sell a large number of shares all at
once or in blocks, the market price of our shares would most likely
decline.

Our common stock is presently not traded on any market or
securities exchange, but should a market develop, shares sold at a price below
the current market price at which the common stock is trading will cause that
market price to decline. Moreover, the offer or sale of a large number of shares
at any price may cause the market price to fall. The outstanding shares of
common stock represent approximately 50.5% of the common stock outstanding as of
the date of this Quarterly Report.

ITEM
3.               
CONTROLS AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, our
management carried out an evaluation, under the supervision and with the
participation of our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act). Based on this evaluation, our principal executive officer and
principal financial officer have concluded that our disclosure controls and
procedures are, as of the date covered by this Quarterly Report, effective to
ensure that the information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms.

Changes In Internal Controls Over Financial
Reporting

In connection with the evaluation of our internal controls
during our last fiscal quarter, our principal executive officer and principal
financial officer have determined that there have been no changes to our
internal controls over financial reporting that has materially affected, or is
reasonably likely to materially affect, our internal controls over financial
reporting.

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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.

22

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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 January 31, 2006. We have not filed any Current Reports on
Form 8-K since January 31, 2006.

23

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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: | March
      16, 2006 | By: | 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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