UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-QSB

_X_  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934, FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

___  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________________ to
     _______________.

                             Commission File Number
                                     0-21015

                                  HUMASCAN INC.
        (Exact name of small business issuer as specified in its charter)

         Delaware                                                22-3345046
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

                   125 Moen Avenue, Cranford, New Jersey 07016
                    (Address of principal executive offices)

                                 (908) 709-3434
                (Issuer's telephone number, including area code)

                                 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 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 ___.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of November 13, 1997, Issuer had
outstanding 7,720,313 shares of common stock, par value $.01 per share.

Transitional small business disclosure format (check one): Yes ___  No _X_.


<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                                  HumaScan Inc.
                        (A Development Stage Enterprise)
                             Condensed Balance Sheet
                    September 30, 1997 and December 31, 1996


<TABLE>
<CAPTION>
                                                                                  9/30/97         12/31/96
                                                                                ------------    ------------
                                                                                (Unaudited)
<S>                                                                              <C>             <C>        
Assets

Current Assets:
  Cash and cash equivalents                                                       $3,010,600       6,413,100
  Investments                                                                      6,354,100       6,096,400
  Prepaid expenses                                                                    48,000         115,600
                                                                                ------------    ------------
    Total current assets                                                           9,412,700      12,625,100
  Property, plant and equipment, net                                                 715,300         480,700
  Other assets                                                                     1,736,800       1,363,200

                                                                                ------------    ------------
    Total assets                                                                 $11,864,800     $14,469,000
                                                                                ============    ============


Liabilities and Stockholder's Equity

Current Liabilities:
  Accounts payable                                                                    86,400         215,600
  Accrued expenses                                                                 1,158,700       1,200,900
  Obligations under capital lease                                                      9,200           8,300
                                                                                ------------    ------------
    Total current liabilities                                                      1,254,300       1,424,800

Obligations under capital lease, noncurrent portion                                   28,600          35,700

Stockholders' Equity:
Common Stock, $0.01 par value, 25,000,000 shares authorized;
  in 1997 and 1996, 7,720,313 shares issued and outstanding                           77,200          77,200
Additional paid-in capital                                                        14,774,700      14,774,700
Deficit accumulated during the development stage                                  (4,270,000)     (1,843,400)

                                                                                ------------    ------------
  Total stockholders' equity                                                      10,581,900      13,008,500

                                                                                ------------    ------------
  Total liabilities and stockholders' equity                                     $11,864,800     $14,469,000
                                                                                ============    ============
</TABLE>


       See accompanying notes to unaudited condensed financial statements.

                                      - 2 -

<PAGE>
                                  HumaScan Inc.
                        (A Development Stage Enterprise)
                       Condensed Statements of Operations

                  For the Nine Months Ended September 30, 1997
               and 1996 and for the period from December 27, 1994
                    (date of inception) to September 30, 1997

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                        
                                                                                                     For the Period
                                            Three Months Ended             Nine Months Ended         from 12/27/94
                                        --------------------------     -------------------------  (date of inception)
                                          9/30/97        9/30/96        9/30/97         9/30/96        to 9/30/97
                                        -----------    -----------    -----------    -----------      -----------
<S>                                       <C>            <C>            <C>            <C>             <C>      
Interest income                            $135,000        $68,500        456,100        $71,600        $713,800
                                        -----------    -----------    -----------    -----------     -----------
                                                                                                   
Operating Expenses:                                                                                
  Facility costs                            358,200         13,200        865,700         17,500         967,500
  Marketing expenses                        166,000         32,300        501,200         71,000         826,500
  General and administrative expenses       379,700        260,200      1,013,300        506,300       2,104,700
  Clinical development expenses             221,100         57,700        498,000         65,300         703,000
  Interest expense                            1,400          2,400          4,600        365,800         382,200
                                        -----------    -----------    -----------    -----------     -----------
                                          1,126,400        365,800      2,882,800      1,025,900       4,983,900

                                        -----------    -----------    -----------    -----------     -----------
Net loss                                  ($991,400)     ($297,300)   ($2,426,700)     ($954,300)    ($4,270,100)
                                        ===========    ===========    ===========    ===========     ===========
                                                                                                   
Net loss per common share                    ($0.13)        ($0.06)        ($0.31)        ($0.31)         ($0.81)
                                        ===========    ===========    ===========    ===========     ===========
                                                                                                   
Shares used in computing                                                                           
  net loss per share                      7,720,313      4,653,058      7,720,313      3,072,412       5,293,713
                                        ===========    ===========    ===========    ===========     ===========
</TABLE>

                                                                             
                                                                             
                                                                             
       See accompanying notes to unaudited condensed financial statements.   
                                                                             
                                      - 3 -                                  


<PAGE>

                                 HumaScan Inc.
                        (A Development Stage Enterprise)
                       Condensed Statements of Cash Flows

              For the nine months ended September 30, 1997 and 1996
          and for the period from December 27, 1994 (date of inception)
                              to September 30, 1997
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                           
                                                                                      Nine months               Period from
                                                                                 ended September 30,          December 27, 1994
                                                                              ----------------------------   (date of inception)
                                                                                  1997            1996      to September 30, 1997
                                                                              ------------    ------------  ----------------------
<S>                                                                            <C>             <C>             <C>       
Cash flows from operating activities:
  Net loss                                                                    ($2,426,700)      ($954,300)    ($4,270,100)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
  Noncash miscellaneous expenses                                                     --            10,000          17,000
  Noncash interest expense                                                           --           343,500         343,500
  Depreciation expense                                                             85,900           7,700         110,700
  Changes in operating assets and liabilities:
    Increase in other assets                                                     (246,500)       (152,300)       (345,700)
    Decrease (increase) in prepaid expenses                                        67,500         (61,600)        (48,000)
    Increase (decrease) in accounts payable                                      (129,100)           --            86,400
    Increase (decrease) in accrued expenses                                       (42,200)        (42,000)         98,700
                                                                             ------------    ------------    ------------
      Net cash used in operating activities                                    (2,691,100)       (849,000)     (4,007,500)
                                                                             ------------    ------------    ------------

Cash flows from investing activities:
  Purchase of property, plant and equipment                                      (320,500)         (7,600)       (776,000)
  Payments for production line                                                   (127,200)       (615,000)     (1,391,100)
  Payments in connection with license agreement                                      --          (400,000)       (550,000)
  Purchase of investments                                                        (257,600)     (6,007,400)     (6,354,100)
                                                                             ------------    ------------    ------------
      Net cash used in investing activities                                      (705,300)     (7,030,000)     (9,071,200)
                                                                             ------------    ------------    ------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                                             --              --           208,600
  Proceeds from officer loan                                                         --              --           125,000
  Payments on officer loan                                                           --           (91,000)        (91,000)
  Proceeds from borrowings of notes payable                                          --           460,000         810,000
  Principal payments on obligation under capital lease                             (6,100)         (4,100)        (12,100)
  Proceeds from initial public offering                                              --        14,021,100      14,001,400
  Proceeds from private placement                                                    --         1,047,400       1,047,400
                                                                             ------------    ------------    ------------
      Net cash provided by financing activities                                    (6,100)     15,433,400      16,089,300
                                                                             ------------    ------------    ------------

Net increase (decrease) in cash                                                (3,402,500)      7,554,400       3,010,600
Cash and cash equivalents, beginning of period                                  6,413,100         218,500            --
                                                                             ------------    ------------    ------------
Cash and cash equivalents, end of period                                       $3,010,600      $7,772,900      $3,010,600
                                                                             ============    ============    ============
Supplemental disclosure of noncash transactions:
  Amounts due in connection with license agreement                                             $1,050,000      $1,050,000
                                                                                             ============    ============
  Dollar value of common stock issued in connection with license agreement                         $3,300         $12,300
                                                                                             ============    ============
  Dollar value of equipment acquired under capital lease                                          $50,000         $50,000
                                                                                             ============    ============
  Conversion of notes payable to preferred stock                                                 $810,000        $810,000
                                                                                             ============    ============
  Conversion of officer loan to preferred stock                                                   $34,000         $34,000
                                                                                             ============    ============
</TABLE>


       See accompanying notes to unaudited condensed financial statements.

                                      - 4 -


<PAGE>

                                  HUMASCAN INC.
                        (A Development Stage Enterprise)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                           September 30, 1997 and 1996

                                   (UNAUDITED)

(1) Basis of Presentation

     The unaudited condensed financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission and in accordance with generally accepted
accounting principles. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. These unaudited financial statements should be read in conjunction
with the 1996 financial statements and notes thereto included in the Company's
annual report on Form 10-KSB.

     In the opinion of the Company's management, the accompanying unaudited
condensed financial statements have been prepared on a basis substantially
consistent with the audited financial statements and contain adjustments, all of
which are of a normal recurring nature, necessary to present fairly its
financial position as of September 30, 1997 and its results of operations and
cash flows for the three and nine months ended September 30, 1997 and 1996 and
for the period December 27, 1994 (date of inception) to September 30, 1997.
Interim results are not necessarily indicative of results for the full fiscal
year.

     Net loss per share was calculated by dividing the net loss by the weighted
average number of common shares outstanding for the period adjusted for the
dilutive effect of common stock equivalents which consist of stock options and
warrants using the treasury stock method.



                                     - 5 -
<PAGE>


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


Plan of Operation

     The Company is devoting substantially all of its present efforts to
establishing a new business by commercializing the BreastAlert(TM) device. The
Company has generated no revenues to date and, from inception (December 27,
1994) until September 30, 1997, the Company accumulated a deficit of $4,270,100.

     Operating expenses consist of facility costs, marketing expenses, general
and administrative expenses, clinical development expenses, and interest
expense. Operating expenses increased $760,600 and $1,856,900, respectively,
during the three and nine month periods ended September 30, 1997 over the
comparable year earlier period due to the hiring of personnel and increased
clinical and marketing expenses in anticipation of commercializing the
BreastAlert device. The Company anticipates that selling, general and
administrative expenses will increase during the next several years due to the
expansion of its corporate infrastructure, primarily in manufacturing, sales,
marketing and finance.

Liquidity and Capital Resources

     On August 19, 1996, the Company completed an initial public offering of
2,700,000 shares of its common stock at a price of $6.00 per share, which
generated net proceeds to the Company of approximately $14.0 million after
underwriting fees and offering expenses. At September 30, 1997, the Company had
cash and cash equivalents of $3,010,600 and investments of $6,354,100. Cash
balances in excess of those required to fund operations have been invested in
interest-bearing government securities or short-term investment grade
securities. The Company's working capital of $8.2 million at September 30, 1997
reflected a decrease of $3.0 million from December 31, 1996.

     As of September 30, 1997, the Company had $28,600 outstanding on an
obligation under a capital lease. No lines of credit were outstanding at
September 30, 1997.

     In June 1997, the Company announced a revised timetable for the launch of
the BreastAlert device. The product was originally scheduled to be introduced
locally in the New York metropolitan area on June 30, 1997. The Company
postponed the initial introduction of the BreastAlert device in order to install
manufacturing refinements that were required to achieve consistent, high quality
production. The Company anticipates proceeding with its national launch in
December 1997.

     The Company anticipates, based on its currently proposed plans and
assumptions relating to its operations, that its existing cash resources will be
sufficient to satisfy its 



                                     - 6 -
<PAGE>


contemplated cash requirements through at least the fourth quarter of 1998. The
Company's future liquidity and capital funding requirements will depend on
numerous factors, including the following: the progress of manufacturing
activities, results of clinical trials, the extent to which the BreastAlert
device gains market acceptance, the costs and timing of expansion of sales and
marketing and competition. There can be no assurances that any required
additional financing can be obtained, or if obtained, will be on reasonable
terms.


                                     - 7 -
<PAGE>



                                  HUMASCAN INC.
                        (A Development Stage Enterprise)


Part II. OTHER INFORMATION

Item 2. Changes in Securities

     Since June 30, 1997, the Company has granted options to purchase an
aggregate of 24,000 shares of Common Stock. Options for 24,000 shares were
granted on August 13, 1997 under the Company's 1996 Stock Incentive Plan
("Plan") to employees and a consultant, all of which have an exercise price of
$6.75. Options for 4,000 of such shares vest at the rate of 20 percent per year
over five years and options for 20,000 shares vest 50 percent 90 days from the
date of grant and 50 percent one year from the date of grant. The issuances of
all of these options are claimed to be exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933 as transactions by an issuer not
involving a public offering.

     On August 9, 1996, the Securities and Exchange Commission declared the
Company's registration statement on Form SB-2, File No. 333-6607, effective, and
the offering commenced on August 14, 1996. Such registration statement
registered the sale at an offering price of $6.00 per share of 2,700,000 shares
of common stock by the Company and the sale, pursuant to an over-allotment
option granted to the underwriters, of up to an additional 405,000 shares of
common stock by the Company. In addition, such registration statement registered
the sale to Keane Securities Co., Inc., the managing underwriter of the
offering, of common stock purchase warrants to purchase 270,000 shares of common
stock at $7.80 per share during the four year period commencing August 19, 1997.
On August 19, 1996, the Company sold 2,700,000 shares of the Company's common
stock for an aggregate of $16,200,000. The underwriters' over-allotment of
405,000 shares was not exercised; these shares were deregistered by
post-effective amendment filed on October 25, 1996.

     Total expenses incurred were approximately $6.8 million, consisting of $1.3
million of underwriting discounts and commissions, and an estimated $0.9 million
of accounting, legal and other expenses. After deducting the Company's
underwriting commissions and other expenses, the net proceeds to the Company
were approximately $14.0 million. None of such expenses were paid, directly or
indirectly, to directors or officers of the Company or to any person owning 10%
or more of any class of equity securities of the Company or to any affiliates of
the Company.

     Of the approximately $14.0 million of net proceeds to the Company from the
offering, $1.0 million has been spent on construction of plant, building, and
facilities, $1.4 million for purchase and installation of machinery and
equipment, $0.8 million on sales and marketing expenses, $0.7 million for
clinical studies, and $0.7 for working capital. Approximately $9.4 million of
the proceeds have been temporarily invested in short-term investment grade
securities. Except for amounts paid to officers and directors as compensation
for services in such capacities, none of the net proceeds were paid, directly or
indirectly, to directors or officers of the Company or to any person owning 


                                     - 8 -
<PAGE>


10% or more of any class of equity securities of the Company or to any
affiliates of the Company.

Item 6. Exhibits and reports on Form 8-K.

     (a) Exhibits.

          27. Financial Data Schedule (9/30/97)

     (b) Reports on Form 8-K.

     No reports on Form 8-K were filed during the quarter for which this report
on Form 10-QSB is filed.



                                     - 9 -
<PAGE>


                                   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.




                                            HUMASCAN INC.
                                            (Registrant)




                                            /s/  Kenneth S. Hollander
                                            ----------------------------------
                                            Kenneth S. Hollander
                                            Chief Financial Officer (Principal
                                            Financial and Accounting Officer)

Date: November 13, 1997