**UNITED
      STATES**




**SECURITIES
      AND EXCHANGE COMMISSION**




Washington,
      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 **July
      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 August 14, 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 nine months ended July 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)July
                31, 2006






F-1





**Med-Tech
                Solutions, Inc.****(a
                Development Stage Enterprise)****Financial
                Statements****(Expressed
                in US Dollars)****(unaudited)****July
                31, 2006**





Statement
                of Operations and Deficit
            F-3Balance
                Sheet
            F-4Statement
                of Stockholders’ Equity (Deficit)
            F-5Statement
                of Cash Flows
            F-6Notes
                to the Financial Statements
            F-7
                - F-10




F-2


**Med-Tech
        Solutions, Inc.**
 **(a
        Development Stage Enterprise)**
 
 **Statement
        of Operations and Deficit**
 **(Unaudited
        - prepared by management)**
 **(Expressed
        in US Dollars)**
 
 **For
        the period from inception on May 28, 2004 through July 31,
        2006**
 
 
 **For
                  the**
              
              **Period
                  from inception May 28, 2004 to July 31, 2006**
              
              **Three
                  months ended July 31, 2006**
              
              Three
                  months ended July 31, 2005
              
              Nine
                  months ended July 31, 2006
              
              Nine
                  months ended July 31, 2005**Revenue**
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -**Administrative
                  expenses**Accounting
                  and audit
              
              
              12,041
              
              
              1,200
              
              
              1,274
              
              
              3,781
              
              
              3,753Amortization
              
              
              288
              
              
              41
              
              
              -
              
              
              123
              
              
              -Bank
                  charges
                and
                  interest
              
              
              247
              
              
              22
              
              
              22
              
              
              68
              
              
              95Consulting
                  fees
              
              
              1,845
              
              
              -
              
              
              -
              
              
              1,245
              
              
              100Legal
              
              
              77,078
              
              
              13,797
              
              
              -
              
              
              16,535
              
              
              24,039Office
                  and miscellaneous
              
              
              7,972
              
              
              205
              
              
              1,987
              
              
              1,357
              
              
              5,353Rent
              
              
              5,000
              
              
              -
              
              
              -
              
              
              1,200
              
              
              -Transfer
                  agent
              
              
              265
              
              
              265
              
              
              -
              
              
              265
              
              
              -Travel
              
              
              8,213
              
              
              -
              
              
              -
              
              
              8,213
              
              
              -**112,949**
              
              
              **15,530**
              
              
              3,283
              
              
              32,787
              
              
              33,340**Loss
                  for the period**
              
              
              **(112,949**
              **)**
              
              **(15,530**
              **)**
              
              (3,283
              )
              
              (32,787
              )
              
              (33,340
              )**Deficit,**
                **beginning
                  of period**
              
              
              **-**
              
              
              **(97,419**
              **)**
              
              (39,133
              )
              
              (80,162
              )
              
              (9,076
              )**Deficit
                  accumulated**
                **during
                  the**
                **development
                  stage**
              
              **$**
              **(112,949**
              **)**
              **$**
              **(112,949**
              **)**
              $
              (42,416
              )
              **$**
              **(112,949**
              **)**
              **$**
              **(42,416**
              **)****Loss
                  per share**
              
              
              
              
              **$**
              **(0.00**
              **)**
              $
              (0.00
              )
              **$**
              **(0.00**
              **)**
              $
              (0.00
              )**Weighted
                  average number of shares outstanding**
              
              
              
              
              
              **10,100,000**
              
              
              10,100,000
              
              
              10,100,000
              
              
              10,096,703
 
 
 
 
 See
        accompanying notes to unaudited financial statements
   F-3
   **Med-Tech
        Solutions, Inc.**
 **(a
        Development Stage Enterprise)**
 
 **Balance
        Sheet**
 **(Unaudited
        - prepared by management)**
 **(Expressed
        in US Dollars)**
 
  **As
                  at**
              
              
              **July
                  31, 2006**
              
              
              October
                  31, 2005**Assets****Current**Cash
              
              **$**
              **531**
              
              $
              26,553**License
                  agreement**(note
                  4)
              
              
              **7,943**
              
              
              8,066**$**
              **8,474**
              
              $
              34,619**Liabilities****Current**Accounts
                  payable and accrued liabilities
              
              $
              15,823
              
              $
              5,981Due
                  to Director (note 3)
              
              
              600
              
              
              3,800**16,423**
              
              
              9,781**Commitment
                  (note 4)****Stockholders’
                  Equity (Deficit)****Common
                  stock,**$0.001
                  par value100,000,000
                  shares authorized10,000,000
                  shares outstanding
              
              
              **10,100**
              
              
              10,100Preferred
                  stock $0.001 par value100,000,000
                  shares authorized
              
              
              **-**
              
              
              -No
                  shares issued**Additional
                  paid in capital**
              
              
              **94,900**
              
              
              94,900**Deficit
                  accumulated during the development stage**
              
              
              **(112,949**
              **)**
              
              (80,162
              )**(7,949**
              **)**
              
              24,838**$**
              **8,474**
              
              $
              34,619
 
 
 **Approved
        by the Sole Director:**
 
 *Mark
        A. McLeary* ,
        Sole
        Director
 
   See
        accompanying notes to unaudited financial statements
   F-4
  **Med-Tech
        Solutions, Inc.**
 **(a
        Development Stage Enterprise)**
 
 **Statement
        of Stockholders Equity**
 **(Unaudited
        - prepared by management)**
 **(Expressed
        in US Dollars)**
 
 
 **For
        the period from inception on May 28, 2004 through July 31,
        2006**
 
 
 Number
                  of shares
              
              Par
                  value
              
              Additional
                  Paid in Capital
              
              Deficit
                  Accumulated During the Development Stage
              
              TotalMay,
                  2004 issue common shares for cash
              
              
              5,000,000
              
              $
              5,000
              
              $
              -
              
              $
              -
              
              $
              5,000September,
                  2004 issue common 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 issue common 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
              
              
              -
              
              
              -
              
              
              -
              
              
              (32,787
              )
              
              (32,787
              )**Balance
                  July 31, 2006**
              
              
              **10,100,000**
              
              **$**
              **10,100**
              
              **$**
              **94,900**
              
              **$**
              **(112,949**
              **)**
              **$**
              **(7,949**
              **)**
 
 
 
 
 
 See
        accompanying notes to unaudited financial statements
  F-5
  **Med-Tech
        Solutions, Inc.**
 **(a
        Development Stage Enterprise)**
 
 **Statement
        of Cash Flows**
 **(Unaudited
        - prepared by management)**
 **(Expressed
        in US Dollars)**
 
 
 **For
        the period from inception on May 28, 2004 through July 31,
        2006**
 
 
 **For
                  the**
              
              **Period
                  from inception**
                **May
                  28, 2004 to July 31, 2006**
              
              Three
                  months ended July 31, 2006
              
              Three
                  months ended July 31, 2005
              
              Nine
                  months ended July 31, 2006
              
              Nine
                  months ended July 31, 2005**Cash
                  provided by (used for)****Operating
                  activities**Loss
                  for the period
              
              $
              (112,949
              )
              $
              (15,530
              )
              $
              (3,283
              )
              $
              (32,787
              )
              $
              (33,340
              )Item
                  not affecting cashAmortization
                  of
                license
                  agreement
              
              
              288
              
              
              41
              
              
              -
              
              
              123
              
              
              -Change
                  in non-cash
                working
                  capital items:Prepaid
                  expenses
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              8,779Accounts
                  payable
                and
                  accrued liabilities
              
              
              15,823
              
              
              14,823
              
              
              -
              
              
              9,842
              
              
              -**(96,838**
              **)**
              
              (666
              )
              
              (3,283
              )
              
              (22,822
              )
              
              (24,561
              )**Financing
                  activities**Advance
                  from shareholder
              
              
              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
                  for the period**
              
              
              **531**
              
              
              **(666**
              **)**
              
              (3,283
              )
              
              (26,022
              )
              
              24,974**Cash,
                  beginning of period**
              
              
              **-**
              
              
              **1,197**
              
              
              56,285
              
              
              26,553
              
              
              31,311**Cash,
                  end of period**
              
              **$**
              **531**
              
              **$**
              **531**
              
              $
              56,285
              
              **$**
              **531**
              
              $
              56,285**Supplemental
                  cash flow information**Interest
                  paid
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Income
                  taxes paid
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
 
 
 See
        accompanying notes to unaudited financial statements
    F-6
 
 **Med-Tech
        Solutions, Inc.**
 **(a
        Development Stage Enterprise)**
 
 **Notes
        to the Financial Statements**
 **(Unaudited
        - prepared by management)**
 **(Expressed
        in US Dollars)**
 
 **July
        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)**
            **Development
                stage company** 
 The
        company is considered to be in the Development stage as defined in Statement
        of
        Financial Accounting Standards No. 7.
 
 **b)**
            **Foreign
                currency translation** 
 Monetary
        assets and liabilities are translated at year-end exchange rates; other assets
        and liabilities have been translated at the rates prevailing at the date
        of
        transaction. Revenue and expense items, except for amortization, are translated
        at the average rate of exchange for the year. Amortization is converted using
        rates prevailing at dates of acquisition. Gains and losses from foreign currency
        translation are included in the statement of loss.
 
 **c)**
            **Loss
                per share** 
 Basic
        loss per share is calculated using the weighted-average number of shares
        outstanding during the period.
 
 The
        company uses the treasury stock method of calculating fully diluted per share
        amounts whereby any proceeds from the exercise of stock options or other
        dilutive instruments are assumed to be used to purchase common shares at
        the
        average market price during the period.
 
 
 
 
 See
        accompanying notes to unaudited financial statements
   F-7
   **Med-Tech
          Solutions, Inc.**
 **(a
          Development Stage Enterprise)**
 
 **Notes
          to the Financial Statements**
 **(Unaudited
          - prepared by management)**
 **(Expressed
          in US Dollars)**
 
 **July
          31, 2006**
 **2.**  **Significant
        Accounting Policies** (continued)
 
 **d)**
            **Financial
                instruments** 
 All
        significant financial assets, financial liabilities and equity instruments
        of
        the company are either recognized or disclosed in the financial statements
        together with other information relevant for making a reasonable assessment
        of
        future cash flows, interest rate risk and credit risk. Where practicable
        the
        fair values of financial assets and financial liabilities have been determined
        and disclosed; otherwise only available information pertinent to fair value
        has
        been disclosed.
 
 **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)**
            **Licence
                agreement** 
 The
        licence 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, at such time as operations commence.
 
 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.
 
 
 
 See
        accompanying notes to unaudited financial statements
   F-8
  **Med-Tech
          Solutions, Inc.**
 **(a
          Development Stage Enterprise)**
 
 **Notes
          to the Financial Statements**
 **(Unaudited
          - prepared by management)**
 **(Expressed
          in US Dollars)**
 
 **July
          31, 2006**
 **2.**  **Significant
        Accounting Policies** (continued)
 
 **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:
 
 Financial
        Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities",
        which addresses the consolidation of variable interest entities (formerly
        referred to as "Special- Purpose Entities"). The Interpretation is generally
        in
        effect for interim or annual periods beginning after December 15,
        2003.
 
 In
        November 2002, the EITF reached a consensus on Issue 00-21, "Revenue
        Arrangements with Multiple Deliverables" ("EITF 00-21"). This consensus
        addresses issues related to separating and allocating value to the individual
        elements of a single customer arrangement involving obligations regarding
        multiple products, services, or rights which may be fulfilled at different
        points in time or over different periods of time. EITF 00-21 guidance is
        applicable for arrangements entered into in fiscal periods beginning after
        June
        15, 2003.
 
 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.
                  Since inception the President and Sole Director of the Company
                  has
                  invoiced the Company for rent in the amount of $5,000 ($4,400 paid).
                  The
                  balance is non-interest bearing, unsecured and due on demand. Subsequent
                  to July 31 2006 the President advanced an additional loan of $10,000,
                  on
                  the same terms.
 
 **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. 
  
 See
        accompanying notes to unaudited financial statements
 
 
 F-9
  **Med-Tech
          Solutions, Inc.**
 **(a
          Development Stage Enterprise)**
 
 **Notes
          to the Financial Statements**
 **(Unaudited
          - prepared by management)**
 **(Expressed
          in US Dollars)**
 
 **July
          31, 2006**
 **4.**
            **License
                Agreement** 
 During
        the 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), and upon sale of product or the technology the Company
        is
        required to pay a royalty to the licensor equal to 5% of gross profits, this
        royalty to be paid on a quarterly basis.
 
 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.
 
 **5.**
            **Subsequent
                Events** 
 **a)**
              On
                  August 25, 2006, the company filed a definitive Information Statement
                  with
                  the SEC on Schedule 14(c), giving notice that the following actions
                  will
                  be taken pursuant to a written consent of stockholders holding
                  a majority
                  of the outstanding capital stock of the Company dated June 23,
                  2006, in
                  lieu of a special meeting of the stockholders. Such action will
                  be taken
                  on or about September 18, 2006:
 
 (i)
              Amending
                  the Company's Articles of Incorporation to increase the authorized
                  number
                  of common stock from 100,000,000 shares to 500,000,000 shares;
                  and
 (ii)
              Authorizing
                  the Company to conduct a 10-for-1 forward stock split of all of
                  its issued
                  and outstanding common stock.
 
 **b)**
              On
                  August 29, 2006, the company entered into a Heads of Agreement
                  (a/k/a
                  Letter of Intent) (the “Letter of Intent”), with En Fuels Limited, a
                  company formed under the laws of England and Wales (“En Fuels”), for the
                  proposed acquisition by the Company of En Fuels, in two successive
                  stages.
                  Pursuant to the Letter of Intent, En Fuels has agreed to offer
                  the company
                  the right to acquire common shares of En Fuels equal to an initial
                  interest in, or contract notes or options to acquire 18% interest
                  in En
                  Fuels, or a corresponding interest if En Fuels restructures its
                  share
                  capital, in consideration of the company providing initial financing
                  to En
                  Fuels in the amount of $3,000,000 (the “Initial Funding”). Furthermore,
                  pursuant to the Letter of Intent, the company acquired the right
                  or option
                  to acquire the remaining share capital of En Fuels (the “Transaction”)
                  subject to, among other conditions, the company successfully raising
                  an
                  additional amount of approximately $33,666,666 (the “Financing Package”)
                  in subsequent financing. It is the intention of the parties that
                  the
                  Transaction shall occur no later than 3 months after the release
                  of the
                  Initial Funding.
 
 The
        completion of the acquisition is subject to the negotiation and execution
        of a
        definitive acquisition agreement, as well as to the completion of full legal
        and
        financial due diligence, including the determination of the valuation of
        En
        Fuels, the company successfully raising the Financing Package, compliance
        with
        US and EU securities, corporate and other applicable laws, completion within
        the
        contemplated timeframe, subject to the parties mutual agreement to extend
        such,
        satisfaction of conditions precedent set forth in Attachment A to the Letter
        of
        Intent, a copy of which was attached as Exhibit 10.1 to our Current Report
        filed
        with the Securities and Exchange Commission (the “SEC”) on Form 8-K on August
        30, 2006, and the completion and delivery of audited financial statements
        of En
        Fuels.
 
 
 See
        accompanying notes to unaudited financial statements
  F-10


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




**Cautionary
      Statement Regarding Forward-Looking Statements**




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




**INTRODUCTION**




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




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




**RECENT
      CORPORATE DEVELOPMENTS**




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




1.  Our
      shares of common stock commenced trading on the OTC Bulletin Board (the “OTCBB”)
      under the symbol “MDTU” on May 5, 2006.




2.  During
      the quarter ended April 30, 2006 we completed Phase II of our plan of operation.
      Phase II consisted of distributor and patient feedback, further refinement
      of
      the working prototypes of our Gynecone device and initial marketing in
      Philippines to test-market the Gynecone device and generate sales leads and
      patient feedback.





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





4.  On
      August
      25, 2006, we filed a definitive Information Statement with the SEC on Schedule
      14(c), giving notice that the following actions will be taken pursuant to a
      written consent of stockholders holding a majority of the outstanding capital
      stock of the Company dated June 23, 2006, in lieu of a special meeting of the
      stockholders. Such action will be taken on or about September 18,
      2006:






3




(i)  Amending
      the Company's Articles of Incorporation to increase the authorized number of
      common stock from 100,000,000 shares to 500,000,000 shares; and





(ii)  Authorizing
      the Company to conduct a 10-for-1 forward stock split of all of its issued
      and
      outstanding common stock.





For
      more
      information, see the definitive Information Statement we filed with the SEC
      on
      Schedule 14(c) on August 25, 2006.





5.  On
      August
      29, 2006, we entered into a Heads of Agreement (a/k/a Letter of Intent) (the
      “Letter of Intent”), with En Fuels Limited, a company formed under the laws of
      England and Wales (“En Fuels”), for the proposed acquisition by the Company of
      En Fuels, in two successive stages. Pursuant to the Letter of Intent, En Fuels
      has agreed to offer us the right to acquire common shares of En Fuels equal
      to
      an initial interest in, or contract notes or options to acquire 18% interest
      in
      En Fuels, or a corresponding interest if En Fuels restructures its share
      capital, in consideration of us providing initial financing to En Fuels in
      the
      amount of $3,200,000 (the “Initial Funding”). Furthermore, pursuant to the
      Letter of Intent, we acquired the right or option to acquire the remaining
      share
      capital of En Fuels (the “Transaction”) subject to, among other conditions, us
      successfully raising approximately an additional amount of $33,666,666 (the
      “Financing Package”) in subsequent financing. It is the intention of the parties
      that the Transaction shall occur no later than 3 months after the release of
      the
      Initial Funding.





The
      completion of the acquisition is subject to the negotiation and execution of
      a
      definitive acquisition agreement, as well as to the completion of full legal
      and
      financial due diligence, including the determination of the valuation of En
      Fuels, us successfully raising the Financing Package, compliance with US and
      EU
      securities, corporate and other applicable laws, completion within the
      contemplated timeframe, subject to the parties mutual agreement to extend such,
      satisfaction of conditions precedent set forth in Attachment A to the Letter
      of
      Intent, a copy of which was attached as Exhibit 10.1 to our Current Report
      filed
      with the Securities and Exchange Commission (the “SEC”) on Form 8-K on August
      30, 2006, and the completion and delivery of audited financial statements of
      En
      Fuels.




**LICENSE
      AGREEMENT WITH MDMI**




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





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




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




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




**MDMI
      MANUFACTURING AGREEMENT**




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





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






4





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




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




**MEDISELL
      DISTRIBUTION AGREEMENT**




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




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





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







5




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




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




**THE
      GYNECONE**




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




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




Gynecone
      works in the following fashion:





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






6


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




**PLAN
      OF OPERATION**




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




**Plan
      of Operation**




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




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




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




7


**Cash
      Requirements**




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





**MILESTONES
                AND OBJECTIVES**
            **Anticipated**
              **Costs**
            **Target
                Date**
              **For
                Completion****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
            December
                2006**TOTAL**
            **$10,000**
            **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 Months**Professional
                Fees(1)
            $15,000Legal
                Fees
            $60,000Office
                Expenses
            $5,000Travel
                Expenses(2)
            $3,000**TOTAL**
            **$83,000**







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




8


We
      have
      cash in the amount of $531 and working capital deficit of $8,392 as of July
      31,
      2006. Our total expenditures over the next twelve months are anticipated to
      be
      approximately $93,000, 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.





If
      we are
      successful in raising an initial financing in the amount of $3,200,000 (the
      “Initial Funding”), which pursuant to the Letter of Intent, we have agreed to
      invest in En Fuels in consideration of us obtaining the right to acquire common
      shares of En Fuels equal to an initial interest in, or contract notes or options
      to acquire 18% interest in En Fuels, or a corresponding interest if En Fuels
      restructures its share capital, our working capital and total expenditure
      requirements will change.





Furthermore,
      pursuant to the Letter of Intent, if we exercise the right or option to acquire
      the remaining share capital of En Fuels (the “Transaction”) subject to, among
      other conditions, us successfully raising approximately an additional amount
      of
      $33,666,666 (the “Financing Package”) in subsequent financing, our working
      capital and total expenditure requirements might drastically change. The
      completion of the acquisition is subject to the negotiation and execution of
      a
      definitive acquisition agreement, as well as to the completion of full legal
      and
      financial due diligence, including the determination of the valuation of En
      Fuels, us successfully raising the Financing Package, compliance with US and
      EU
      securities, corporate and other applicable laws, completion within the
      contemplated timeframe, subject to the parties mutual agreement to extend such,
      satisfaction of conditions precedent set forth in Attachment A to the Letter
      of
      Intent, a copy of which was attached as Exhibit 10.1 to our Current Report
      filed
      with the Securities and Exchange Commission (the “SEC”) on Form 8-K on August
      30, 2006, and the completion and delivery of audited financial statements of
      En
      Fuels.




Since
      our
      inception on May 28, 2004, we have raised $105,600 in equity financing. We
      presently do not have sufficient funds to pursue our plan of operation for
      the
      next twelve months. If we are not able to generate any revenues from sales
      of
      our Gynecone device, we will require additional financing for operational
      expenses. Therefore, during the next twelve months, although there can be no
      assurance, we will be seeking the additional funds via equity financing, private
      placements, or loans from our directors or shareholders. Currently, we do not
      have arrangements for additional funds. See “Future Financings”, below.




**RESULTS
      OF OPERATIONS**




***Third
      Quarter and Nine Months Summary***




Three
                  Months ended July 31
              
              Nine
                  Months ended July 31Percentage
              
              
              
              
              
              PercentageIncrease
                  /
              
              
              
              
              
              Increase
                  /2006
              
              2005
              
              (Decrease)
              
              2006
              
              2005
              
              (Decrease)Revenue
              
              $
              -
              
              $
              -
              
              
              n/a
              
              $
              -
              
              $
              -
              
              
              n/aExpenses
              
              
              23,030
              
              
              3,283
              
              
              601.49
              %
              
              39,787
              
              
              33,340
              
              
              (19.33
              )%Net
                  Income(Loss)
              
              
              (23,030
              )
              
              (3,283
              )
              
              601.49
              %
              
              (39,787
              )
              
              (33,340
              )
              
              (19.33
              )%Loss
                  Per Share(fully
                  diluted)
              
              $
              (0.00
              )
              $
              (0.00
              )
              
              n/a
              
              $
              (0.00
              )
              $
              (0.00
              )
              
              n/a




**Revenu** **e**




We
      did
      not earn any revenues during the quarter ended July 31, 2006. We do not
      anticipate earning revenues until such time as we complete the initial
      marketing, promotion and development of our Gynecone device. We are presently
      in
      the development stage of our business and we can provide no assurance that
      we
      will be able to generate revenues from sales or licensing of our product or
      that
      the revenues generated will exceed the operating costs of our
      business.




9


**Expenses**




Our
      operating expenses for the nine months ended July 31, 2006 consisted of the
      following:





Three
                Months ended July 31
            
            Nine
                Months ended July 31Percentage
            
            
            
            
            
            Percentage2006
            
            2005
            
            Inc.
                / (Dec.)
            
            2006
            
            2005
            
            Inc.
                / (Dec.)Accounting
                and Audit
            
            $
            1,200
            
            $
            1,274
            
            
            (5.81%)
            
            $
            3,781
            
            $
            3,753
            
            
            0.75%Amortization
                of LicenseAgreement
            
            
            41
            
            
            --
            
            
            n/a
            
            
            123
            
            
            --
            
            
            n/aBank
                Charges and Interest
            
            
            22
            
            
            22
            
            
            0%
            
            
            68
            
            
            95
            
            
            (28.42%)Consulting
                Fees
            
            
            --
            
            
            --
            
            
            n/a
            
            
            1,245
            
            
            100
            
            
            1,145%Legal
            
            
            13,767
            
            
            --
            
            
            n/a
            
            
            16,535
            
            
            24,039
            
            
            (62.42%)Office
                and Miscellaneous
            
            
            205
            
            
            1,987
            
            
            (89.68%)
            
            
            1,357
            
            
            5,353
            
            
            (74.65%)Rent
            
            
            --
            
            
            --
            
            
            n/a
            
            
            1,200
            
            
            --
            
            
            n/aTransfer
                Agent
            
            
            265
            
            
            --
            
            
            n/a
            
            
            265
            
            
            --
            
            
            n/aTravel
            
            
            --
            
            
            --
            
            
            n/a
            
            
            8,213
            
            
            --
            
            
            n/aTotal
                Expenses
            
            $
            15,530
            
            $
            3,283
            
            
            (601.49%)
            
            $
            32,787
            
            $
            33,340
            
            
            (19.33%)




Our
      operating expenses for the nine months ended July 31, 2006 were reduced by
      24.15% as compared to the comparative period in 2005 primarily as a result
      of
      reduced legal fees slightly offset by an increase in consulting fees. We
      anticipate our operating expenses will increase as we continue to undertake
      our
      plan of operation. The increase is expected to be attributable to our continuing
      development and promotion of Gynecone and as a result of our ongoing reporting
      requirements under the Exchange Act.




**Net
      Loss**




We
      incurred a net loss in the amount of $105,449 for the period from inception
      to
      July 31, 2006. Our loss was entirely attributable to the development of our
      Gynecone device and the expenses relating to such development and our Quarterly
      and Annual Reports under the Exchange Act. We have not earned any revenues
      to
      date. We can provide no assurance that we will earn any revenue or that any
      revenue earned will exceed the expenses incurred.




**LIQUIDITY
      AND CAPITAL RESOURCES**





Working
                CapitalAt
                July 31, 2006
            
            At
                October 31, 2005
            
            Percentage
              Increase
                / (Decrease)Current
                Assets
            
            $
            531
            
            $
            26,553
            
            
            (98.0
            )%Current
                Liabilities
            
            
            16,423
            
            
            9,781
            
            
            (8.77
            )%Working
                Capital (Deficit)
            
            $
            (15,892
            )
            $
            16,772
            
            
            (5.25
            )%








10





Cash
                FlowsNine
                Months Ended
            
            Nine
                Months EndedJuly
                31, 2006
            
            July
                31, 2005Cash
                Flows used in Operating Activities
            
            $
            (22,822
            )
            $
            (24,561
            )Cash
                Flows from (used in) Investing Activities
            
            
            -
            
            
            -Cash
                Flows from (used in) Financing Activities
            
            
            (3,200
            )
            
            49,535Net
                Decrease in Cash During Period
            
            $
            (26,022
            )
            $
            24,794




We
      have
      cash in the amount of $531 and working capital deficit of $8,392 as of July
      31,
      2006 compared to cash in the amount of $56,285 as of July 31, 2005. The decrease
      in our current cash amounts and corresponding decrease in working capital
      deficit is primarily due to our inability to obtain additional financing and
      our
      continuing operating expenses. Our total expenditures over the next twelve
      months are anticipated to be approximately $93,000, the majority of which is
      due
      to the development and marketing of our Gynecone device and general, legal,
      accounting and administrative expenses associated with our reporting obligations
      under the Exchange Act.




**Future
      Financings**




From
      inception to July 31, 2006, we have suffered cumulative losses in the amount
      of
      $105,449. 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 $93,000 over the next 12 months to carry
      out
      our plan of operation including implementing an advertising campaign and to
      establish and enhance connections with potential candidates for distribution
      agreements. If we are not able to generate any revenues from sales of our
      Gynecone device, we will require additional financing for operational expenses.
      Therefore, during the next 12 months, we are seeking these additional funds
      via
      equity financing, private placements or loans from our directors or current
      shareholders.




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
      are
      currently exploring all possible avenues to obtain future equity financing,
      but
      we cannot predict as to whether we will be successful.




**OFF-BALANCE
      SHEET ARRANGEMENTS**




None.




**CRITICAL
      ACCOUNTING POLICIES**




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




*License
      Agreement*




The
      licence 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, at such time as operations commence.




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.




11


**RISKS
      FACTORS**




**Risks
      related to our business**




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




We
      have
      incurred an accumulated net loss of $105,449 for the period from May 28, 2004
      (inception) to July 31, 2006 and have no revenues to date. Our future is
      dependent upon future profitable operations from the development of our Gynecone
      device. We have cash in the amount of $531 and working capital deficit of $8,392
      as of July 31, 2006. Our total expenditures over the next twelve months are
      anticipated to be approximately $93,000, the majority of which is due to the
      development and marketing of our Gynecone device and general, legal, accounting
      and administrative expenses associated with our becoming a reporting issuer
      under the Exchange Act. We presently do not have sufficient funds to pursue
      our
      stated plan of operation for the next twelve month period. If we are not able
      to
      generate any revenues from sales of our Gynecone device, we will require
      additional financing for operational expenses, and further marketing and
      development work on our Gynecone device. We are seeking these additional funds
      via equity financing, private placements or loans from our directors or current
      shareholders. Currently, we do not have arrangements for additional
      funds.




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




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




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





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




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




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




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




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




12






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




**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.




**The
      status of MDMI Technologies Inc.’s investigation currently being conducted by
      the British Columbia Securities Commission may significantly impact our results
      of operations.**




The
      British Columbia Securities Commission (“BC Commission”) issued to MDMI
      Technologies Inc. (“MDMI”) an Investigation Order (the “Investigation Order”) on
      February 28, 2005 and a Cease Trade Order (the “Trade Order”; the Trader Order
      and Investigation Order shall be collectively referred to as the “Orders”) on
      June 15, 2005, on MDMI’s privately traded securities. We believe that the Orders
      were issued as a result of MDMI’s failure to file a Report of Exempt
      Distribution and possibly various other reports with the BC Commission. We
      further believe that if MDMI fails to resolve the issues with respect to the
      Orders, and until the BC Commission revokes the Orders, our results and
      operations may be significantly impacted as a result of us having an exclusive
      license agreement with MDMI 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”, and a manufacturing agreement with MDMI under the terms of which 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. As described in our Recent Corporation Developments section and “Plan
      of Operations” section, our current plan of operation is to develop and market
      the Gynecone device and secure agreements and/or working relationships with
      potential distributors of the Gynecone device. If aforementioned results in
      a
      serious constraint on MDMI’s ability to finance their business and operations
      and impair their ability to continue as a going concern, our ability plan of
      operation will be impaired and our results of operations and our financial
      position will be significantly impacted, and we maybe forced to cease our
      operations.




13




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




Mr.
      Mark
      A. McLeary, our sole executive officer and director, does not have any formal
      training as a urogynecologist, or in the technical aspects of management of
      a
      company specializing in the marketing and distribution of medical devices.
      With
      no direct training or experience in these areas, our management may not be
      fully
      aware of the specific requirements related to working within this industry.
      Although Mr. McLeary has some significant business experience, his decisions
      and
      choices may not take into account standard engineering or managerial approaches
      commonly used in the industry. Consequently, our operations, earnings, and
      ultimate financial success could suffer irreparable harm due to management's
      lack of experience in this industry.








14


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




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




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




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




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




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




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






15




**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 labeling or
      manufacturing process. Modifications of this type are common with new products,
      and we anticipate that the first generation of our product will undergo a number
      of changes, refinements and improvements over time.




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




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




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




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




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.






16






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




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




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




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




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





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




These
      and
      other factors may have a negative impact on our international operations or
      on
      our business, results of operations and financial condition. Our sales outside
      the United States expose us to currency risks. During times of a strengthening
      U.S. dollar, at a constant level of business, our reported international sales
      and earnings may be reduced because the local currency will translate into
      fewer
      U.S. dollars. At present, we do not hedge this risk, but continue to evaluate
      such foreign currency translation risk exposure. Our flexibility in our foreign
      operations can also be somewhat limited by agreements we have entered into
      with
      our foreign distributors. Under our international distribution agreement with
      Medisell International Holdings, Inc. (“Medisell”), Medisell is appointed as
      exclusive agents for the marketing and distribution of the Gynecone device
      within the Philippines and we are restricted in our ability to engage other
      distributors, sales representatives or other agents within the Philippines
      for
      the promotion and sale of our Gynecone device during the term of the agreement.
      In the event that our distributors are unable to obtain required regulatory
      approvals for the sale of our product we may be delayed or unable to complete
      sales of our product within the region. Our overall success internationally
      depends, in part, upon our ability to succeed in differing economic, social
      and
      political conditions. We may not succeed in developing and implementing policies
      and strategies that are effective in each location where we intend to do
      business, and failure to do so could cause our business to fail.




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




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




17




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




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




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




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




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




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




**Risks
      related to our common stock**




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




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




18


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





1.
            contains
                a description of the nature and level of risk in the market for penny
                stocks in both public offerings and secondary trading;2.
            contains
                a description of the broker's or dealer's duties to the customer
                and of
                the rights and remedies available to the customer with respect to
                a
                violation to such duties or other requirements of securities
                laws;3.
            contains
                a brief, clear, narrative description of a dealer market, including
                bid
                and ask prices for penny stocks and the significance of the spread
                between
                the bid and ask price;4.
            contains
                a toll-free telephone number for inquiries on disciplinary
                actions;5.
            defines
                significant terms in the disclosure document or in the conduct of
                trading
                in penny stocks; and6.
            contains
                such other information and is in such form, including language, type,
                size
                and format, as the SEC shall require by rule or
                regulation.




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




**ITEM
      3. CONTROLS AND PROCEDURES.**




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




There
      were no changes in our internal control over financial reporting during the
      quarter ended July 31, 2006 that have materially affected, or are reasonably
      likely to materially affect, our internal control over financial
      reporting.






19


**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.**





On
      August
      25, 2006, we filed a definitive Information Statement with the SEC on Schedule
      14(c), giving notice that the following actions will be taken pursuant to a
      written consent of stockholders holding a 50.5% or majority of the outstanding
      capital stock of the Company dated June 23, 2006, in lieu of a special meeting
      of the stockholders. Such action will be taken on or about September 18,
      2006:





(i)  To
      amend
      the Company's Articles of Incorporation to increase the authorized number of
      common stock from 100,000,000 shares to 500,000,000 shares (the text of the
      Articles of Incorporation, of Med-Tech Solutions, Inc. is attached hereto as
      Exhibit A).





(ii)  To
      authorize the Company to conduct a 10-for-1 forward stock split of all of its
      issued and outstanding common stock.





For
      more
      information, see the definitive Information Statement we filed with the SEC
      on
      Schedule 14(c) filed on August 25, 2006.




**ITEM
      5. OTHER INFORMATION.**




None.




20





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





Exhibit
              Number
            Description
                of Exhibits3.1
            Articles
                of Incorporation.(1)3.2
            Bylaws,
                as amended.(1)4.1
            Form
                of Share Certificate.(1)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.


**Notes**


(1)
            Filed
                as an exhibit to our Registration Statement on Form SB-2 originally
                filed
                with the SEC on January 28, 2005, as
                amended.




**REPORTS
      ON FORM 8-K**




We
      filed
      a Current Report with the SEC on Form 8-K on August 30, 2006, during the fiscal
      quarter ended July 31, 2006.






21







**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: 
September
              21, 2006
            By:
            /s/ *Mark
              A. McLeary***MARK
                A. McLEARY**Chief
                Executive Officer, Chief Financial Officer,
                President,
                  Secretary, Treasurer and Director
                  (Principal
                    Executive Officer, Principal Financial
                    Officer
                      and Principal Accounting
                      Officer)










22