SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   
                              FORM 10-KSB/A (No. 1)
    

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                     For the fiscal year ended June 30, 1996

                         Commission file number 0-19957


                                  QUANTECH LTD.
                 (Name of Small Business Issuer in its Charter)

    Minnesota                                          41-1709417
(State or Other Jurisdiction of            (IRS Employer Identification Number)
Incorporation or Organization)

                             1419 Energy Park Drive
                            St. Paul, Minnesota 55108
               (Address of Principal Executive Offices; Zip Code)

          Issuer's Telephone Number Including Area Code: (612) 647-6370

           Securities Registered Under Section 12(b) of the Act: None

             Securities Registered Under Section 12(g) of the Act:
                          Common Stock, $.01 par value

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.
  X   Yes           No

Check if no disclosure of delinquent  filers  pursuant to Item 405 of Regulation
S-B is 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. [ ]
   
The Issuer's revenues for the fiscal year ended June 30, 1996 were $0.
    

   
The aggregate  market value of the Issuer's  Common Stock held by  nonaffiliates
(persons  other  than  officers,  directors  or  holders  of more than 5% of the
outstanding    stock)   as   of   August   8,    1996,    was    approximately
$41,582,937  (based on the closing sale price of the  Issuer's  Common
Stock on such date).
    

Shares  of  Common  Stock,  $.01 par  value,  outstanding  on  August  8,  1996:
46,900,759 shares

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  Registrant's  Proxy  Statement  for its 1996 Annual  Meeting of
Shareholders are incorporated by reference into Part III of this Form 10-KSB.

Transitional Small Business Disclosure Format (check one):  Yes       No   X


         



                                    PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
                  ACT

         The names, ages and positions of the Company's  executive  officers are
         as follows:

         Name                            Age       Position
   
         R. H. Joseph Shaw               51        President, Chief Executive
                                                   Officer and Chairman of
                                                   the Board
                                                   
         Robert R. McKiel, Ph.D.         53        Executive Vice President
                                                   -Research and Development
                                                   and Director

         Gregory G. Freitag              34        Chief Financial Officer, Vice
                                                   President of Corporate
                                                   Development and Secretary

   
     R. H. Joseph Shaw, age 51, has been President,  Chief Executive Officer and
Chairman  of the  Board  of the  Company  and  its  predecessor  entities  since
inception of the predecessor entity in March 1989. In 1971, Mr. Shaw started his
career with McNeil Laboratories, Ltd., a subsidiary of Johnson & Johnson ("J&J")
in the position of Manager of Scientific Affairs. In that capacity, he monitored
clinical  programs  and  interfaced  with the  Canadian  equivalent  of the FDA.
Subsequently,  he served as Canadian General Manager of another J&J company.  In
1973, Mr. Shaw joined K-Vet/KVL, a privately owned medical company, as Executive
Vice President.  In 1978, Mr. Shaw purchased the Human Diagnostics Division from
K-Vet/KVL,  which he renamed Cathra International ("Cathra").  Mr. Shaw remained
with Cathra as President  until it was sold in 1985,  after which he coordinated
the  integration  of Cathra and the  purchaser's  medical  groups  into a single
operating entity,  MCT Medical,  Inc. Mr. Shaw was the President of MCT Medical,
Inc. until April 1987.  From April 1987 until joining the Company,  Mr. Shaw was
Vice  President and head of diagnostics  of Quadra Logic  Technologies,  Inc., a
medical  diagnostics  company.  Mr.  Shaw is an  honors  science  graduate  with
postgraduate  work in the area of medical  science.  He has  taught at  McMaster
University  and Simon  Fraser  University  in Canada,  has served on the Le Dain
Royal  Commission  investigating  the  nonmedical  use of drugs  and was a guest
speaker to the U.S. Senate Committee on Small Business.
    

   
     Robert R. McKiel, Ph.D., age 54, has been Executive Vice President-Research
and Development  since 1992 and a director from May 1995 through  November 1996.
From 1987 through 1992,  Dr. McKiel was President of his consulting  firm,  R.M.
Consulting  providing  consulting  services  in  the  areas  of  diagnostic  and
pharmaceutical  quality  control.  From 1984 to 1987,  Dr. McKiel served as Vice
President of Amersham International,  a medical diagnostic company, based in the
United Kingdom.  He earned his baccalaureate  degree in organic chemistry at the
University  of  Notre  Dame  and a  doctorate  in  biological  chemistry  at the
University of Illinois.
    



       
     Gregory  G.  Freitag,  age 35,  has  been  Chief  Financial  Officer,  Vice
President of Corporate  Development  and Secretary of the Company since December
1, 1995. From 1987 until joining the Company,  Mr. Freitag was a lawyer with the
Minneapolis,  Minnesota  law firm of  Fredrikson & Byron,  P.A. As a shareholder
with  Fredrikson & Byron,  he practiced in the corporate,  securities and merger
and  acquisition  areas of law. Mr.  Freitag has his J.D. and CPA, has served on
securities advisory committees to the Minnesota  Commissioner of Commerce and is
included in the Minnesota Business Guide to Law & Leading Attorneys.
    

     The  information  required by Item 9 relating to directors is  incorporated
herein by  reference  to the section  entitled  "Election  of  Directors"  which
appears in the Company's  definitive proxy statement for its 1996 Annual Meeting
of Shareholders.

         



                                   SIGNATURES

     Pursuant to the  requirements of Section 13 of the Securities  Exchange Act
of 1934, the Registrant has caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized. QUANTECH LTD. ("Registrant")

   
Dated: March 18, 1997                       By:   /s/ Gregory F. Freitag
                                                  Gregory F. Freitag,
                                                  CFO