<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                   FORM 10-KSB
                          ANNUAL OR TRANSITIONAL REPORT
                 (Mark One)
               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996
                                       OR
                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

                       COMMISSION FILE NUMBER 33-13110-NY

                            MEDTECH DIAGNOSTICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                 ---------------

           DELAWARE                                      11-2831380
           --------                                      ----------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

201 S. BISCAYNE BLVD., SUITE 2950, MIAMI, FL                33309
--------------------------------------------                -----
(Address of principal executive offices)                 (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 536-8503

                                 ---------------

       SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE

                SECURITIES REGISTERED UNDER SECTION 12(g) OF THE
                                 EXCHANGE ACT:

                                                     Name of each exchange on
Title of each class                                       which registered
-------------------                                       ----------------

None                                                          -----

    Check whether the issuer (1) filed all reports required to be filed by
    Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the
    preceding 12 months (or for such shorter period that the registrant was
    required to file such reports), and (2) has been subject to such filing
    requirements for the past 90 days. Yes X  No
                                          ---   ---

    Check if there is no disclosure of delinquent filers in response to Item 405
    of Regulation S-B contained in this form, and no disclosure will be
    contained, to the best of registrant's knowledge, in definitive proxy or
    information statements incorporated by reference in Part III of this Form
    10-KSB or any amendment to this Form 10-KSB. [X]

    Revenues for the most recent fiscal year were $6,589.

    The aggregate market value of the voting stock held by non-affiliates of the
    registrant as of December 26, 1996, based upon the average bid and asked
    prices of such stock on that date was $1,842,750.

    The number of shares of the registrant's Common Stock outstanding as of
    December 26, 1996 was 281,400,000.




<PAGE>   2



                                     PART I


    ITEM 1- BUSINESS

         Medtech Diagnostics, Inc., (the "Company"), was incorporated under the
    laws of the State of Delaware on October 27, 1986. In October, 1991, the
    Company suspended all operations, except for necessary administrative
    matters and ceased to be an operating company.

         In January, 1993 the Company consummated an agreement with Beverly
    Hills Bancorp ("BHB") wherein BHB acquired a controlling interest in the
    Company. On June 5, 1996, BHB sold its entire interest in the Company
    (141,000,000 shares of the Company's Common Stock), to Messrs. Steven N.
    Bronson and James S. Cassel, who constitute the present management of the
    Company.

         The Company is currently seeking merger or acquisition partners so as
    to best utilize the Company's cash and corporate structure.

         The Company currently has no full time employees, its Chairman, 
    President and Chief Executive Officer is Steven N. Bronson. James S. Cassel
    serves as the Company's Secretary and Treasurer.


    ITEM 2-PROPERTIES

         The Company presently maintains its corporate and administrative
    offices at 201 S. Biscayne Boulevard, Suite 2950, Miami, Florida 33131. The
    Company utilizes a portion of the premises occupied by Barber & Bronson
    Incorporated, a full service brokerage and investment banking firm, with
    which both Messrs. Bronson and Cassel are principals. Due to the curtailed
    nature of the Company's operations Barber & Bronson Incorporated has, until
    further notice, waived the payment of rent by the Company. No rent was paid
    in the fiscal years ended September 30, 1996 and 1995.


    ITEM 3-LEGAL PROCEEDINGS

    None


    ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    None


                                      - 2 -

<PAGE>   3



                                     PART II


    ITEM 5- MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
            SECURITY HOLDERS MATTERS

         The Company's Common Stock is traded in the over-the counter market.

         The following table sets forth the range of high and low closing bid
    prices for the Company's Common Stock for the periods indicated as reported
    by the National Quotation Bureau, Inc. These prices represent quotations
    between dealers, do not include retail markups, markdowns or commissions,
    and do not necessarily represent actual transactions.

<TABLE>
<CAPTION>
    Calendar Years                                              Bid Price
                                                     Low                        High
                                                     ---                        ----
<S>                                                 <C>                        <C>
1996:      First Quarter                             $.00125                    $.00125

           Second Quarter                            $.00125                    $.00125

           Third Quarter                             $.00125                    $.00125

           Fourth Quarter (through                   $.00125                    $.00125
           December 27, 1996)

1995:      First Quarter                             $.00125                    $.00125

           Second Quarter                            $.00125                    $.00125

           Third Quarter                             $.00125                    $.00125

           Fourth Quarter                            $.00125                    $.00125
</TABLE>

         As of December 27, 1996, the National Quotation Bureau, Inc. reported
    that the closing bid and asked prices on the Company's Common Stock were
    $.00125 and $.025, respectively.

         The Company's Common Stock, $.00001 par value, was held of record by
    approximately 90 persons, including several brokers in their names for their
    customers' accounts, as of December 27, 1996.

         Holders of the Company's Common Stock are entitled to receive dividends
    as and when they may be declared by the Company's Board of Directors. The
    Company has not paid any cash dividends on its Common Stock since its
    inception, and by reason of its present financial condition and contemplated
    financial requirements, does not anticipate paying any cash dividends upon
    such stock in the foreseeable future.

                                      - 3 -

<PAGE>   4


    ITEM 6-MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS

    Operations - Fiscal Year Ended September 30, 1996

         In October 1991, the Company suspended all operations except for
    necessary administrative matters and ceased to be an operating company. As
    such, for the fiscal year ended September 30, 1996, the Company had no
    revenues from operations. Given the virtual suspension of the Company's
    operations except for necessary administrative matters, the Company's
    officers have waived further compensation.

         Interest of $6,589 was earned in the fiscal year ending September 30,
    1996 on the Company's cash balance.


    Fiscal Year Ended September 30, 1996 Compared with Prior Fiscal Years

         The Company was incorporated under the laws of the State of Delaware on
    October 27, 1986 and due to the necessity of regulatory approval with
    respect to its originally conceived business continued to be in the
    developmental stage. Consequently, the Company's activities in prior periods
    have been purely organizational and developmental.


    Liquidity and Capital Resources

         As of September 30, 1996, the Company had working capital of $236,606.

         Management is currently seeking to arrange for a merger, acquisition or
    other arrangement by and between the Company and a viable operating entity,
    although there is no assurance that this will occur.



                                      - 4 -

<PAGE>   5



     ITEM 8-CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE

         None

                                    PART III

    ITEM 9-DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


         The executive officers and directors of the Company are as follows:

Name                   Age                        Position
----                   ---                        --------

Steven N. Bronson      31       Chairman, President and Chief Executive Officer

James S. Cassel        42       Secretary, Treasurer and Director


         Steven N. Bronson has served as the Company's Chairman, President and
    Chief Executive Officer since June 1996. Due to the curtailed nature of the
    Company's business activities, Mr. Bronson does not devote full time to the
    affairs of the Company. Mr. Bronson is the President of Barber & Bronson
    Incorporated, a full service securities brokerage and investment banking
    firm and has held that position since 1991. Mr. Bronson also sits on the
    Board of Directors of the Regional Investment Bankers Association, an
    industry association engaged in capital formation and the distribution of
    securities. In addition, Steven N. Bronson presently serves as a National
    Trustee for the Boys and Girls Club of America.

         James S. Cassel has served as the Company's Secretary, Treasurer and as
    a Director since June 1996. Due to the curtailed nature of the Company's
    business activities, Mr. Cassel does not devote full time to the affairs of
    the Company. Mr. Cassel is the Executive Vice President of Barber & Bronson
    Incorporated, a full service securities brokerage and investment banking
    firm and has held that position since 1996. Prior to joining Barber &
    Bronson Incorporated, Mr. Cassel was the managing partner of the Miami
    office of Broad and Cassel, a Florida based law firm. He was a member of the
    American Association of Arbitrators and NASD Board of Arbitrators. Mr.
    Cassel received his bachelor's degree from American University in 1976 and
    his J.D. from the University of Miami School of Law in 1979.

         The Company's By-Laws provide for the election of directors at the
    annual meeting of shareholders, such directors to hold office until the next
    annual meeting and until their successors are duly elected and qualified.
    The By-Laws also provide that the annual meeting of shareholders be held
    each year at such time, date and place as the Board of Directors shall
    determine by resolution. Directors may be removed at any time for cause by
    the Board of Directors and with or without cause by a majority of the votes
    cast by the shareholders entitled to vote for the election of directors.

         Officers will normally be elected at the annual meeting of the Board of
    Directors held immediately following the annual meeting of shareholders, to
    hold office for the term for which elected and until their successors are
    duly elected and qualified. Officers may be removed by the Board of
    Directors at any time with or without cause.


                                      - 5 -

<PAGE>   6
Item 7. Financial Statements

                         REPORT OF INDEPENDENT CERTIFIED
                               PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
    MEDTECH DIAGNOSTICS, INC.


We have audited the accompanying balance sheet of Medtech Diagnostics, Inc. as
of September 30, 1996, and the related statements of operations, changes in
stockholders' equity and cash flows for the years ended September 30, 1996 and
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Medtech Diagnostics, Inc. as of
September 30, 1996, and the results of its operations and its cash flows for the
years ended September 30, 1996 and 1995, in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company previously had been in the
development stage and during fiscal 1992 has suspended all operations except for
necessary administrative matters. The Company has not recorded any revenue from
operations and has incurred losses since inception, which raises substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are described in Note A. The financial statements do not
include any adjustments that may result from the outcome of this uncertainty.



/s/ GRANT THORNTON LLP
---------------------------
GRANT THORNTON LLP

Melville, New York
December 19, 1996


                                     - 6 -

<PAGE>   7


                            Medtech Diagnostics, Inc.

                                  BALANCE SHEET

                               September 30, 1996



<TABLE>
<CAPTION>
                             ASSETS
<S>                                                       <C>        
CURRENT ASSETS
    Cash and cash equivalents                             $   243,606
                                                          ===========


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses                 $     7,000


COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' EQUITY (Note D)
    Common stock, par value $.00001; authorized,
       500,000,000 shares; 281,400,000 issued and
       outstanding                                              2,814
    Capital in excess of par value                          1,436,745
    Accumulated deficit                                    (1,202,953)
                                                          -----------

                                                              236,606
                                                          -----------
                                                          $   243,606
                                                          ===========
</TABLE>

The accompanying notes are an integral part of this statement.

     
                                - 7 -
<PAGE>   8


                            Medtech Diagnostics, Inc.

                            STATEMENTS OF OPERATIONS

                            Year ended September 30,

<TABLE>
<CAPTION>

                                                       1996               1995
                                                    -----------        --------
<S>                                              <C>                <C>    
Interest income                                     $  6,589           $  7,283

Costs and expenses
    General and administrative                        17,999             21,873
                                                    --------           --------

              NET LOSS                              $(11,410)          $(14,590)
                                                    ========           ========


         Net loss per common share (Note A-3)            NIL                Nil


Weighted average number of shares outstanding    281,400,000        281,400,000
</TABLE>


The accompanying notes are an integral part of these statements.


                                    - 8 -
<PAGE>   9


                            Medtech Diagnostics, Inc.

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                     Years ended September 30, 1996 and 1995

<TABLE>
<CAPTION>
                                                 Common stock                Capital in                             Total
                                        --------------------------------      excess of                          stockholders'
                                          Shares                Amount       par value          Deficit             equity
                                        ----------            ----------     ---------          -------             ------
<S>                                     <C>                    <C>          <C>               <C>                  <C>     
Balance at October 1, 1994               281,400,000            $2,814       $1,436,745        $(1,176,953)         $262,606

Net loss for the year ended
   September 30, 1995                                                                              (14,590)          (14,590)
                                         -----------             -----       ----------         ----------           -------

Balance at September 30, 1995            281,400,000             2,814        1,436,745         (1,191,543)          248,016

Net loss for the year ended
   September 30, 1996                                                                              (11,410)          (11,410)
                                         -----------             -----       ----------         ----------           --------

BALANCE AT SEPTEMBER 30, 1996            281,400,000            $2,814       $1,436,745        $(1,202,953)         $236,606
                                         ===========             =====        =========         ==========           =======
</TABLE>

The accompanying notes are an integral part of this statement.

                                     - 9 -
<PAGE>   10


                            Medtech Diagnostics, Inc.

                            STATEMENTS OF CASH FLOWS

                            Year ended September 30,


<TABLE>
<CAPTION>
                                                                1996                 1995
                                                             ----------            --------
<S>                                                           <C>                 <C>
Cash flows from operating activities
    Net loss                                                  $(11,410)            $(14,590)
    Adjustments to reconcile net loss to net
       cash used in operating activities
         Changes in operating assets and liabilities
             (Decrease) increase in accounts payable and
                accrued expenses                                (3,950)               6,700
                                                              --------             --------

             Net cash used in operating activities             (15,360)              (7,890)
                                                              --------             ---------

             NET DECREASE IN CASH
                AND CASH EQUIVALENTS                           (15,360)              (7,890)

Cash and cash equivalents at beginning of year                 258,966              266,856
                                                              --------             --------

Cash and cash equivalents at end of year                      $243,606             $258,966
                                                              ========             ========
</TABLE>

The accompanying notes are an integral part of these statements.

                                     - 10 -
<PAGE>   11


                            Medtech Diagnostics, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           September 30, 1996 and 1995

NOTE A - SUMMARY OF ACCOUNTING POLICIES

     The following represents a summary of significant accounting policies of
     the Company consistently applied in the preparation of the accompanying
     financial statements.

     1.  Organization and Operations

         Medtech Diagnostics, Inc. (the "Company"), previously a development
         stage company incorporated under the laws of the State of Delaware on
         October 27, 1987, was engaged in research and testing which it hoped
         would lead to the development of a home Pap Test Kit (the My-Pap
         Device). The device was intended to permit a woman to collect a sample
         of her own vaginal cells for testing by a qualified laboratory. In
         October 1991, the Company, due to lack of Food and Drug Administration
         approval, suspended all operations except for necessary administrative
         matters.

     2.  Basis of Presentation

         The accompanying financial statements have been prepared assuming that
         the Company will continue as a going concern. However, the Company has
         been in the development stage and during fiscal 1992 suspended all
         operations except for necessary administrative matters and has
         sustained operating losses since inception, resulting in an accumulated
         deficit of $1,202,953 at September 30, 1996. This raises substantial
         doubt about the Company's ability to continue as a going concern. The
         financial statements do not include any adjustments that may result
         should the Company be unable to continue in existence.

         The Company is currently seeking companies to merge with or acquire, so
         as to best utilize the Company's cash and corporate structure.

     3.  Net Loss per Common Share

         Net loss per common share is based on the average common shares
         outstanding during the respective periods.

                                     - 11 -

<PAGE>   12


                            Medtech Diagnostics, Inc.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 1996 and 1995

NOTE A (CONTINUED)

     4.  Cash Flows

         For the purpose of the statements of cash flows, the Company considers
         all highly liquid debt instruments purchased with a maturity of three
         months or less to be cash equivalents. The Company paid state income
         taxes of approximately $600, for the fiscal years ended September 30,
         1996 and 1995.

     5.  Income Taxes

         Deferred income taxes are recognized for temporary differences between
         financial statement and income tax bases of assets and liabilities and
         loss carryforwards and tax credit carryforwards for which income tax
         benefits are expected to be realized in future years. A valuation
         allowance is established to reduce deferred tax assets if it is more
         likely than not that all, or some portion, of such deferred tax assets
         will not be realized. The effect on deferred taxes of a change in tax
         rates is recognized in income in the period that includes the enactment
         date.

     6.  Concentration of Credit Risk

         The Company maintains certain cash balances at one financial
         institution located in New York. These balances are insured by the
         Federal Deposit Insurance Corporation up to $100,000. Uninsured
         balances aggregate approximately $144,000 at September 30, 1996.


NOTE B - INCOME TAXES

     At September 30, 1996, the Company has net operating loss carryforwards of
     approximately $1,203,000, expiring September 30, 2002 through September 30,
     2011. On June 5, 1996, 141,000,000 shares of the Company's common stock
     were sold, which resulted in a more than fifty percentage point change of
     stock ownership. Consequently, under Section 382 of the Internal Revenue
     Code, the Company's ability to utilize the net operating loss carryforwards
     existing prior to the ownership change is subject to an annual limitation
     of approximately $14,000, and accordingly the maximum net operating loss
     carryforward presently available is approximately $219,000.

                                     - 12 -

<PAGE>   13


                            Medtech Diagnostics, Inc.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           September 30, 1996 and 1995

NOTE B (CONTINUED)


     Deferred tax assets of approximately $79,000 related to the Company's net
     operating loss carryforwards have been provided for, and a like valuation
     allowance has been recorded at September 30, 1996, as the future
     utilization of the Company's net operating loss carryforwards is uncertain.

NOTE C - RELATED PARTY TRANSACTION


     Through June 5, 1996, the Company occupied office premises from a company
     owned principally by the Company's former president, who is the wife of a
     former director, at no charge to the Company.

     Currently, the Company, at no charge to the Company, utilizes a portion of
     the premises occupied by a company of which the Company's chairman and
     treasurer are principals.


NOTE D - CHANGE IN OWNERSHIP AND CONTROL

     On June 5, 1996, pursuant to the terms of a Stock Purchase Agreement (the
     "Agreement"), Beverly Hills Bancorp sold 141,000,000 shares of the
     Registrant's common stock, representing 50.1% of the Registrant's issued
     and outstanding common stock, to Steven N. Bronson and James S. Cassel (the
     "Purchasers"). The Agreement provided for a purchase price of $165,000,
     which consideration was paid with the Purchasers' own funds. Upon
     consummation of the transaction, in accordance with its terms, the
     Company's chairman and a director resigned from the Registrant's Board of
     Directors. By resolution of the remaining directors dated June 5, 1996,
     Messrs. Bronson and Cassel have been appointed to the Registrant's Board of
     Directors.


                                     - 13 -

<PAGE>   14

    ITEM 10-EXECUTIVE COMPENSATION

         Due to the reduced level of the Company's operations, no compensation
    has been paid to any of the Company's executive officers during the fiscal
    year ended September 30, 1996.

         The Company does not presently have any option, bonus, retirement or
    profit sharing plan.
  
         The Company has not paid and does not presently propose to pay any
    director for acting in such capacity compensation, except for nominal sums
    for attending Board of Directors meetings and reimbursement for reasonable
    expenses in attending those meetings.


    ITEM 11-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT



         (a) Security Ownership of Certain Beneficial Owners as of 
             December 26, 1996:

<TABLE>
<CAPTION>
                              NAME AND ADDRESS
                               OF BENEFICIAL                     NO. OF SHARES          PERCENT
    CLASS OF SHARES             OWNER                                   OWNED          OF CLASS
    ---------------           ---------------                    ------------          --------
<S>                           <C>                               <C>                   <C>
    Common                    Steven N. Bronson
                              201 S. Biscayne Blvd.
                              Suite 2950
                              Miami, FL                             70,500,000           25.05%

    Common                    James S. Cassel and
                              Mindy E. Cassel
                              201 S. Biscayne Blvd.
                              Suite 2950
                              Miami, FL                             70,500,000           25.05%

    Common                    Estate of
                              Jeffrey Wenig
                              9 Dickens Avenue
                              Dix Hills, NY                         20,000,000             7.1%
</TABLE>

                                     - 14 -

<PAGE>   15

         (b) Security Ownership of Management as of December 26, 1996:

<TABLE>
<CAPTION>
                                                      COMMON           PERCENT
    NAME OF BENEFICIAL OWNER                          SHARES          OF CLASS
    ------------------------                          ------          --------
<S>                                                <C>                 <C>   
    Steven N. Bronson                               70,500,000          25.05%

    James S. Cassel and Mindy E. Cassel             70,500,000          25.05%

    All directors and
    officers as a group
    (2 individuals)                                141,000,000          50.1%
</TABLE>
    -------------------------

         (c) Changes in Control:

         On June 5, 1996, pursuant to the terms of a Stock Purchase Agreement
    (the "Agreement"), Beverly Hills Bancorp sold 141,000,000 shares of the
    Registrant's Common Stock, representing 50.1% of the Registrant's issued and
    outstanding Common Stock, to Steven N. Bronson and James S. Cassel (the
    "Purchasers"). The Agreement provided for a purchase price of $165,000 which
    consideration was paid with Purchasers' own funds. Upon consummation of the
    transaction, in accordance with its terms, Messrs. Albert Zlotnick and
    Michael Berlin resigned from the Registrant's Board of Directors. By
    resolution of the remaining directors dated June 5, 1996, Messrs. Bronson
    and Cassel have been appointed to the Registrant's Board of Directors.

    ITEM 12- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                  None

    ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
             AND REPORTS ON FORM 8-K

    (a)(1)   Financial Statements

             The following are included in Part II, Item 7:

    Report of Independent Certified Public Accountants
    Balance Sheet, September 30, 1996
    Statements of Operations,
         Years Ended September 30, 1996 and 1995
    Statement of Changes In Stockholders' Equity,
         Years Ended September 30, 1996 and 1995
    Statement of Cash Flows,
         Years Ended September 30, 1996 and 1995
    Notes to Financial Statements


                                     - 15 -

<PAGE>   16



                  (2) Exhibits:

         The following Exhibits are filed as part of this report. Where such
    filing is made by incorporation by reference (I/B/R), reference is made to
    Commission file number 33-13110-NY unless another statement or report is
    identified in parentheses.

<TABLE>
<CAPTION>
    Official Exhibit No.             Description                 Sequential Page No.
    --------------------             -----------                 -------------------
<C>               <S>                                                 <C> 
    3A            Articles of Incorporation of Registrant              I/B/R

    3B            By - Laws of Registrant                              I/B/R

    10A           Agreement with Beverly Hills Bancorp                 I/B/R

    10B           Purchase Agreement with William and
                  Diana Truglio                                        I/B/R
</TABLE>

    (b) Reports on Form 8-K: Report dated June 5, 1996


                                     - 16 -

<PAGE>   17



                                   SIGNATURES

         Pursuant to the requirements of the Section 13 or 15(d) of the
    Securities Exchange Act of 1934, the Registrant has duly caused this report
    to be signed on its behalf by the undersigned, duly authorized at Ft.
    Lauderdale, Florida on the 7th day of January, 1997.

                                    MEDTECH DIAGNOSTICS, INC.



                                    By:/s/Steven N. Bronson
                                       --------------------------------
                                       STEVEN N. BRONSON, President
                                       and Chief Executive Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
    this report has been signed below by the following persons in the capacities
    and on the dates indicated:

         Signature                         Title                      Date
         ---------                         -----                      ----


    /s/ Steven N. Bronson         President,                    January 7, 1997
    ---------------------         (Principal Executive
    STEVEN N. BRONSON             Officer)


    /s/ James S. Cassel           Director,                     January 7, 1997
    ---------------------         Secretary/Treasurer
    JAMES S. CASSEL               (Principal Financial
                                  and Accounting Officer)


                                     - 17 -