SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
MEDTECH DIAGNOSTICS, INC.
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(Name of Issuer)
Common Stock, $0.00001 par value per share
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(Title of Class of Securities)
585052103
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(CUSIP Number)
Steven N. Bronson
900 Third Avenue, Suite 201
New York, New York 10022
(212) 610-2778
with a copy to:
James A. Prestiano, Esq.
317 Madison Avenue, Suite 2310
New York, New York 10017
(212) 949-9696
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 22, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 585052103
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Steven N. Bronson
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2. Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
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3. SEC Use Only
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4. Source of Funds*
PF
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5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
USA
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7. Sole Voting Power
Number of
Shares 138,190,000
Beneficially -------------------------------------------------------------
Owned By 8. Shared Voting Power
Each
Reporting 0
Person -------------------------------------------------------------
With 9. Sole Dispositive Power
138,190,000
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
138,190,000
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12. Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
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13. Percent of Class Represented By Amount in Row (11)
49.1%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
Except as expressly restated and amended below, the Schedule 13D and
amendment there to, as filed on behalf of Steven N. Bronson, with respect to the
shares of common stock, $.00001 par value (the "Common Stock") of Medtech
Diagnostics, Inc., a Delaware corporation, with principal offices located at 900
Third Avenue, Suite 201, New York, New York 10022 ("Issuer"), remains in full
force and effect. As of the date of this filing the Issuer had 281,400,000
shares of Common Stock outstanding.
Item 2. Identity and Background
(a) This Amendment No. 2 to Schedule 13D is being filed on behalf of
Steven N. Bronson.
(b) Mr. Bronson's business address is 900 Third Avenue, Suite 201,
New York, New York 10022.
(c) Mr. Bronson is President of Catalyst Financial LLC ("Catalyst"),
a broker-dealer registered under the Act.
(d) During the last five years Mr. Bronson has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Bronson has not, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining further violations of, or prohibiting or
mandating activities subject to the federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Bronson is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
On February 16, 2000 Mr. Bronson sold 1,410,000 shares of the
Issuer's Common Stock pursuant to Rule 144 of the Securities Exchange Act of
1934 ("Rule 144") for $.083 per share for gross proceeds of $117,030. On
February 17, 2000 Mr. Bronson sold 250,000 shares of the Issuer's Common Stock
pursuant to Rule 144 for $.08 per share for gross proceeds of $20,000. On
February 18, 2000 Mr. Bronson sold 850,000 shares of the Issuer's Common Stock
pursuant to Rule 144 for $.056 per share for gross proceeds of $47,600. On
February 22, 2000 Mr. Bronson sold 300,000 shares of the Issuer's Common Stock
pursuant to Rule 144 for $.06 per share for gross proceeds of $18,000. Between
February 16 and February 22, 2000, Mr. Bronson sold a total of 2,810,000 shares
of the Issuer's Common Stock, representing one percent (1%) of the Issuer's
total outstanding shares of Common Stock, pursuant to Rule 144 for gross
proceeds of $202,600.
<PAGE>
Item 4. Purpose of Transaction.
Mr. Bronson disposed the shares of Common Stock of the Issuer, as set
forth above, to liquidate a portion of his holdings to the extent permitted by
Rule 144.
Item 5. Interest in Securities of the Issuer
(a)(b) Mr. Bronson may be deemed to beneficially own an aggregate of
138,190,000 shares of Common Stock, representing approximately 49.1% of the
total shares of the Issuer's Common Stock deemed outstanding. Mr. Bronson
possesses sole voting and dispositive power with respect to such shares of
Common Stock.
The foregoing shares do not include any shares of the Issuer's
Common Stock that may be held of record in the trading account of Catalyst for
which Mr. Bronson disclaims any beneficial ownership.
(c) Not Applicable.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
such securities of the Issuer.
(e) Not Applicable.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information as set forth in this statement is true, complete
and correct.
Date: March 1, 2000
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/s/ STEVEN N. BRONSON
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Steven N. Bronson
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (See 18 U.S.C. Section l001).
