MEDICAL TECHNOLOGY & INNOVATIONS INC /FL/
10QSB, 1999-05-18
AMUSEMENT & RECREATION SERVICES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

(Mark One)

[ X ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the quarterly period ended March 31, 1999

[   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
        EXCHANGE ACT OF 1934

        For the transition period from_______________ to___________________


                       Commission File Number: 33-27610-A

                     MEDICAL TECHNOLOGY & INNOVATIONS, INC.
        (Exact name of small business issuer as specified in its charter)

               Florida                                 65-2954561
   (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                Identification No.)

  615 Centerville Road, Lancaster, PA                    17601
 (Address of principal executive offices)             (Zip Code)
                                 (717) 892-6770
                (Issuer's telephone number, including area code)

     Check whether the issuer (1) has 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 [
]

     As of March 31, 1999  27,410,010  shares of Common Stock,  no par value, of
the registrant were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

     Portions of the  registrant's  annual report filed with the  Securities and
Exchange Commission on Form 10-KSB, filed November 6, 1998.




<PAGE>


                     MEDICAL TECHNOLOGY & INNOVATIONS, INC,

                                TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

     Item 1.  Financial Statements

        Condensed Consolidated Balance Sheets
         March 31, 1999 and June 30, 1998                               F-4

        Condensed Consolidated Income Statements
         For the Three and Nine Months ended 
         March 31, 1999 and 1998 (Unaudited)                            F-5

        Condensed Consolidated Statements of Stockholders'
         Equity (Unaudited)                                             F-6

        Condensed Consolidated Statements of Cash Flows
         For the Nine Months ended March 31, 1999 and 1998 (Unaudited)  F-7

        Notes to Condensed Consolidated
         Financial Statements                                           F-8

     Item 2.  Management's Discussion and Analysis or 
              Plan of Operation                                          9

     Item 4.   Submission of Matters to a Vote of 
               Security Holders                                         11

PART II.       OTHER INFORMATION

     Item 6. Exhibits and Reports on Form 8-K                           12

     SIGNATURES                                                         14










<PAGE>
                                     PART I

Item 1.  Financial information




















<PAGE>


                     Medical Technology & Innovations, Inc.
                      Condensed Consolidated Balance Sheets
                        March 31, 1999 and June 30, 1998

                                     Assets
<TABLE>
<CAPTION>
                                                  March 31, 1999     June 30,
                                                   (Unaudited)          1998
                                                   -----------          ----
<S>                                               <C>                <C>
Current Assets

    Cash and cash equivalents                         $27,741           $38,247
    Accounts Receivable, less allowances of
      $36,367, respectively                           437,671           287,114
    Inventory                                         576,842           393,148
    Prepaid Expenses                                   71,970            30,740
                                                    -----------        ---------
    Total Current Assets                            1,114,224           749,249
                                                    ---------           --------

Fixed Assets
   Land                                               182,000           382,000
   Equipment, less accumulated depreciation
     of $455,599 and $364,567, respectively           688,204           829,537
                                                   -----------        ----------
   Fixed Assets, net                                  870,204         1,211,537

Other Assets
   Intangible and Other Assets                      2,177,748         2,345,530
                                                   ----------         ----------

Total Assets                                       $4,162,176        $4,306,316
                                                   ==========        ===========
</TABLE>

<TABLE>
<CAPTION>
                      Liabilities and Stockholders' Equity
Current Liabilities
<S>                                               <C>                <C>
   Accounts Payable                                  $512,782          $505,824
   Accrued Liabilities                                540,956           370,558
   Current Maturities of Long-Term Debt             1,174,683         1,035,872
                                                    ---------        -----------
   Total Current Liabilities                        2,228,421         1,912,254

Long-Term Debt, Net of Current Maturities             493,281         1,117,545
                                                    -----------       ----------
Total Liabilities                                   2,721,702         3,029,799
                                                    ---------         ----------

Stockholders' Equity
   Common Stock, no par value, authorized
     700,000,000 shares, outstanding 27,410,010
     and 26,385,279 shares, respectively          10,091,183          9,632,183
   Series A Convertible Preferred Stock, $100
     par value, authorized 70,000 shares,
     outstanding nil                                   - 0 -              - 0 -
   Series B Convertible Preferred Stock,
     $100 par value, authorized 1000 shares,
     267 outstanding                               1,602,000          1,602,000
   Preferred Stock, authorized 100,000,000 shares
     $1,000 par value, 12%, noncumulative,
     Outstanding 22.5 shares                          22,500             22,500
   Treasury Stock, at cost                          (309,742)          (309,742)
   Accumulated Deficit                            (9,965,467)        (9,670,424)
                                                  ----------         ---------- 
   Total Stockholders' Equity                      1,440,474          1,276,517
                                                   ---------          ---------
Total Liabilities and Stockholders' Equity        $4,162,176         $4,306,316
                                                 ===========          ==========

</TABLE>

          The accompanying notes are an integral part of the condensed
                             financial statements.


                                        F-4
<PAGE>


                     Medical Technology & Innovations, Inc.
                    Condensed Consolidated Income Statements
 For the Three Months and Nine Months Ended March 31, 1999 and 1998 (Unaudited)


<TABLE>
<CAPTION>

                                  Three Months Ended                Nine Months Ended
                                        March 31,                        March 31,
                                1999             1998             1999            1998
                                ----             ----             ----            ----
<S>                             <C>              <C>              <C>             <C>
Revenues                        $1,090,965       $1,315,277       $4,263,047      $3,725,277
Cost of Goods Sold                 691,750          756,704        2,401,530       2,406,877
                                ----------       ----------       ----------      -----------
  Gross Profit                     399,215          558,573        1,861,517       1,318,400
                                ----------       ----------       ----------      -----------
Operating Expenses
  Advertising                        4,900           30,652           21,063         101,398
  Selling, General,
    and Administrative             721,783          678,592        2,001,107       1,932,462
                                ----------       ----------       ----------      -----------
  Total Operating Expenses         726,683          709,244        2,022,170       2,033,860
                                 ----------       ----------       ----------     -----------
 Income (Loss) from Operations    (327,468)        (150,671)        (160,653)       (715,460)
    Interest expense, net           48,083           51,356          134,390         176,672
                                 ----------       ----------       ----------     -----------
 Net (Loss) from Operations      ($375,551)       ($202,027)       ($295,043)      ($892,132)
                                 ==========       ==========       ==========     ===========

Add: Gain on Restructuring of
     Series A Preferred Stock        - 0 -             - 0 -            - 0 -        948,163
                                 ----------       ----------       ----------     -----------
Net Income (Loss) Attributable 
     to Common Stock              ($375,551)      ($202,027)       ($295,043)        $56,031
                                 ==========       ==========       ==========     ===========

Net Operating  (Loss) per common
     share(basic and diluted)(*)     ($.015)         ($.011)          ($.014)         ($.047)
                                 ==========       ==========       ==========     ===========

Net(Loss) per common share after
     Gain on Restructuring of 
     Series A Preferred Stock(*)     ($.015)         ($.011)          ($.014)         ($.001)
                                 ==========       ==========       ==========     ===========

Weighted Average Outstanding 
     Shares                      27,016,345      20,499,802       27,016,345      20,499,802
                                 ==========       ==========       ==========     ===========
</TABLE>


(*) Calculated  including  Series B Preferred Stock accretion of $32,040 for the
three month periods ended March 31, 1999,  and 1998; and $96,120 and $64,080 for
the nine month periods ended March 31, 1999 and 1998, respectively.

          The accompanying notes are an integral part of the condensed
                             financial statements.


                                       F-5

<PAGE>


                     Medical Technology & Innovations, Inc.
           Consolidated Statements of Stockholders' Equity (Unaudited)
                               For the Years Ended

<TABLE>
<CAPTION>
                                                            Series A     Series B
                                                            Convertible  Convertible                                     Total
                                    Common      Common      Preferred    Preferred   Preferred  Treasury  Accumulated  Stockholders
                                    Shares      Stock       Stock        Stock       Stock      Stock     Deficit      Equity
                                    ------      -----       -----        -----       -----      -------   ------       ------------
<S>                                 <C>         <C>         <C>          <C>         <C>        <C>       <C>          <C>
     Balance at June 30, 1996       12,147,299  $4,147,140                           $56,000    ($250,000)($4,675,501)   ($722,361)

Sale of 70,000 Series A
    Convertible Preferred Stock,
    Net of issuance costs                                   $6,220,700                                                   6,220,700
Conversions of Preferred Stock
    Into Common Stock                3,697,576   1,846,390  (1,812,890)              (33,500)
Exercise of Stock Options              194,737     292,105                                                                 292,105
Issuance of Common Stock               532,898     270,250                                                                 270,250
Stock Issued for Services              215,000     199,375                                                                 199,375
Purchase of Treasury Shares            (56,781)                                                   (59,742)                 (59,742)
Net Loss                                                                                                  (3,507,559)   (3,507,559)
                                    ----------  ----------  ----------   ---------- ----------   --------  ----------    ----------
        Balance at June 30, 1997    16,730,729  $6,755,260  $4,407,810               $22,500    ($309,742)($8,183,060)  $2,692,768
                                    ----------  ----------  ----------   ---------- ----------   --------  ----------    ----------

Net Loss                                                                                                  (1,487,364)   (1,487,364)
Issuance of Common Stock              144,509       25,000                                                                  25,000
Stock Issued for Services           1,156,864      296,113                                                                 296,113
Conversion of Series A Preferred
  Stock into common stock           7,853,177    1,531,647  (1,531,647)
Conversion of subscribed Series A     500,000       76,000     (76,000)
  Preferred Stock into common stock
Gain on Restructuring of Series A
    Preferred Stock                               948,163   (1,198,163)                                                   (250,000)
Issuance of Series B Preferred
 In exchange for Series A Preferred                         (1,602,000)   1,602,000
                                    ----------  ----------  ----------   ----------  ---------- ---------  ----------    ----------
        Balance at June 30, 1998    26,385,279  $9,632,183       -0-     $1,602,000   $22,500   ($309,742)($9,670,424)  $1,276,516
                                    ----------  ----------  ------------ ----------  ---------- --------- -----------    ----------

Net Income(Loss)                                                                                            ($295,043)    (295,043)
Stock Issued for Services              299,731      82,250                                                                  82,250
Conversion of Subordinated
     Notes into common stock           725,000     376,750                                                                 376,750
                                    ----------  ----------  ------------ ----------  ---------- --------- -----------    ----------
    Balance  at  March  31,1999     27,410,010 $10,091,183       -0-     $1,602,000   $22,500   ($309,742)($9,965,467)  $1,440,474
                                    ========== ===========  ============ ==========   =========  ========  ==========    ==========
</TABLE>





    The accompanying notes are an integral part of the financial statements.


                                       F-6


<PAGE>


                     Medical Technology & Innovations, Inc.
           Condensed Consolidated Statements of Cash Flows (Unaudited)
                For the Nine Months Ended March 31, 1999 and 1998

<TABLE>
<CAPTION>

                                                       Nine Months Ended March 31,
                                                       1999                   1998
                                                       ----                   ----
<S>                                                   <C>                    <C>

Cash flows from operating activities:
Net Loss                                               ($295,043)             ($892,132)
Adjustments to reconcile net loss to net
cash used in operating activities:
  Depreciation and Amortization                          249,115                266,911
  (Increase) in Accounts Receivable                     (150,557)              (188,863)
  (Increase) Decrease in Inventory                      (183,694)               216,330
  (Increase) Decrease in Prepaid Expenses                (41,230)                 3,487
  Increase in Accounts Payable                             6,958                 98,500
  Increase in Accrued Liabilities                        170,398                 88,355
  Stock issued for services                               82,250                197,584
                                                      ----------                --------
Net cash (used) in operating activities                 (161,803)              (209,828)

Cash flows from investing activities:
  Sale of Headquarters Land and Building                 260,000                    -0-
  Purchase of Fixed Assets                                - 0 -                  (4,590)
                                                      ----------                 -------
  Net cash from (used) investing activities              260,000                 (4,590)

Cash flows from financing activities:
  Costs incurred for restructuring of
    Series A Preferred Stock, net                         - 0 -                (320,000)
  Proceeds from issuance of stock, net                                           50,000
  Proceeds from issuance of notes payable                125.297                806,729
  Repayment of notes payable, net                       (234,000)              (192,927)
                                                       ---------               ---------
Net cash from (used in) financing activities            (108,703)               343,802
Net increase (decrease) in cash and cash equivalents     (10,506)               129,384
Cash and cash equivalents at beginning of period          38,247                 58,090
                                                       ---------              ----------
Cash and cash equivalents at end of period               $27,741               $187,474
                                                       =========                ========
</TABLE>

     The accompanying notes are an integral part of the condensed financial
                                   statements.



                                       F-7

<PAGE>
                     Medical Technology & Innovations, Inc.
              Notes to Condensed Consolidated Financial Statements

1.   CONDENSED  FINANCIAL  STATEMENTS.   The  unaudited  condensed  consolidated
     financial  information  contained in this report  reflects all  adjustments
     (consisting of normal  recurring  accruals)  considered  necessary,  in the
     opinion of management,  for a fair  presentation of results for the interim
     periods presented.  Certain information and footnote  disclosures  normally
     included in financial  statements  prepared in  accordance  with  generally
     accepted  accounting  principles  have been  condensed  or  omitted.  These
     financial  statements  should  be read in  conjunction  with the  financial
     statements and notes thereto included in the Company's June 30, 1998 Annual
     Report on Form 10-KSB. The results of operations for periods ended March 31
     are not necessarily indicative of operations for the full year.

2.   STOCK OPTION PLANS. In October of 1995 officers of the Company were granted
     options to acquire up to 2.0 million  shares of common stock at an exercise
     price of $1.50 per share. The options are exercisable  ratably over a three
     year period commencing with the quarter ending June 30, 1996.

     In April of 1996 the Company's  shareholders approved the 1996 Stock Option
     Plan,  which  allows  the  board of  directors  to grant up to 3.0  million
     options.  During fiscal 1998 and fiscal 1999,  500,000 and 120,000  options
     respectively, have been granted.

     In September of 1997 and February of 1998,  the Board of Directors  reduced
     the exercise price on all options granted to Company Executives to $.25.

               The following is a summary of stock option transactions:

               Outstanding, July 1, 1998          3,239,936
               Options granted                      120,000
               Options exercised                          0
               Options cancelled                   (689,936)
               Outstanding, March 31, 1999        2,670,000
               Exercisable, end of period         2,196,667

3.   PREFERRED  STOCK.  The Company has three  classes of preferred  stock.  The
     $1,000 par value  convertible  preferred  stock is convertible  into 14,985
     shares of the Company's common stock

     The Series A convertible preferred stock was convertible into approximately
     30 million  shares of the Company's  common stock as of September 30, 1997.
     The  Series  A  preferred  stock  conversion  rate  was  the  lower  of the
     approximate market rate or $2.72.

     During September of 1997, the Company  renegotiated terms with the Series A
     Preferred  Shareholders and as a result, all Series A Preferred Shares were
     exchanged for a combination of cash, common stock, a new Series B Preferred
     stock and an amended  warrant  certificate  with an exercise price of $1.00
     per share in cash. Series A Preferred  shareholders  owning 217 outstanding
     shares  elected to receive  $3,800 in cash in exchange  for their  Series A
     Preferred  shares  with  a  face  value  of  $10,000.  Series  A  Preferred
     shareholders owing 267 outstanding shares agreed to exchange their Series A
     Preferred shares for a new Series B Preferred share with

<PAGE>

     a $100 par value,  a face value of $6000 with  accretion at 8% from October
     1, 1997 plus 10,000 shares of the Company's  common stock. The new Series B
     Preferred stock is convertible into common stock beginning  October 1, 1998
     at a fixed  conversion  price of $1.00 per share.  Conversion is limited to
     10% per month of the shares held until  February 28, 1999 and 20% per month
     thereafter.  The conversion  feature doubles  provided the Company's common
     stock closing bid price for ten consecutive  days is greater than $2.00 per
     share.  The  Company  has the option of  redeeming  the Series B  Preferred
     shares  at any  time in cash,  at 110% of the  original  face  value of the
     Series B Preferred shares including  accretion,  or in the Company's common
     stock valued at the average  closing bid price for the 30 days prior to the
     redemption  at 120% of the  original  face value of the Series B  Preferred
     shares including accretion.  The Company is required to redeem the Series B
     Preferred  stock on September 30, 2000. The common stock issued to Series B
     Preferred shareholders is subject to the following lockup schedule: Maximum
     Date Tradeable

                      December 1, 1997                    250 shares
                       January 1, 1998                    750 shares
                      February 1, 1998                  1,500 shares
                         April 1, 1998                  2,500 shares
                          July 1, 1998                  5,500 shares
                       October 1, 1998                 10,000 shares

     As a result of the  restructuring  of the  Series A  Preferred  Stock,  the
     common stock holders have received a gain of approximately $948,000.

4.   WARRANTS. The Company has issued warrants to purchase 3.6 million shares of
     common  stock as of March 31, 1999.  The warrants  relate to grants made in
     connection  with an equity  issuance  and various  services  rendered.  The
     warrants can be exercised at prices  ranging from $1.00 to $2.72 per share.
     2.5 million warrants expire in July 2001. Pursuant to terms renegotiated in
     September  of 1997  between  the  Company and holders of Series A Preferred
     Shares  issued in July of 1996,  the exercise  price of  approximately  1.8
     million warrants was reduced from $2.72 to $1.00.

Item 2. Management's Discussion and Analysis or Plan of Operation

This analysis  should be read in  conjunction  with the  condensed  consolidated
financial statements,  the notes thereto, and the financial statements and notes
thereto included in the Company's June 30, 1998 Annual Report on Form 10-KSB.

All nonhistorical information contained in this Form 10-QSB is a forward-looking
statement.  The  forward  looking  statements  contained  herein are  subject to
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially from those reflected in the forward looking statements.  Factors that
might cause such differences  include,  but are not limited to the following,  a
slower  acceptance  of the MTI  PhotoscreenerTM  in the  marketplace,  increased
foreign competition putting pricing pressures on Steridyne products,  changes in
economic trends and other  unforeseen  situations or  developments.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's analysis only as of the date hereof.



<PAGE>


Results of Operations

Comparison of Nine Month Periods Ended March 31, 1999 and 1998

Revenues  for the first nine months of fiscal 1999  increased  by $537,770  from
$3,725,277 in fiscal 1998 to  $4,263,047 in fiscal 1999 or a 14% increase.  This
increase results because of increased demand for the MTI PhotoScreener(TM)  from
retail  optical  chains and service  clubs.  Gross profit of $1,861,517  for the
first nine months of fiscal 1999 increased by 41% versus the  comparable  period
in fiscal  1998  mostly due to sales  increases  and mix as overall  margins are
comparable  between the two periods.  MTI products  generally have higher profit
margins than Steridyne products.

Operating  expenses  for the first nine  months of fiscal  1999 were  $2,022,170
versus  $2,033,860  in the  comparable  period  in  fiscal  1998.  This  nominal
reduction  would have  increased  if  certain  redundancy  costs  would not have
occurred.  The loss from operations for the first three quarters ended March 31,
1999 was $160,653 compared to $715,460.  This dramatic  improvement results from
continued  increases  in sales of the MTI  PhotoScreener(TM)  to retail  optical
chains  in the US and  international  markets  primarily  during  the  first two
quarters of fiscal 1999.  Interest  expense  decreased 24% compared to the prior
fiscal year primarily as a result of the sale of the  headquarters  building and
subsequent  mortgage  payoff and a conversion of $376,750 of  convertible  notes
into common stock in July of 1998.

Management  expects  a lower  net loss for the  fourth  fiscal  quarter  of 1999
because of increased  sales,  continued  cost controls,  and the  elimination of
certain redundancy costs.

Liquidity and Capital Resources

At March 31,  1999 the  Company  had cash of  $27,741  and  working  capital  of
($1,114,197) as compared to $38,247 and ($1,163,005) at June 30, 1998.  Included
in current  maturities  of long term debt at March 31, 1999 and June 30, 1998 is
approximately   $800,000  of  secured  notes  incurred  to  fund  the  Series  A
restructuring  which are repayable or  convertible  into Company Common Stock at
the end of March,  1999. The Company is currently in discussion  with these note
holders to review possible alternatives to refinance this borrowing.

In  September of 1997 the Company  reached an agreement  with the holders of the
Series A  Preferred  shares  issued in July of 1996 to amend  certain  terms and
conditions  of  the  issue  subject  to  the  Company  completing  the  required
financing. All Series A Preferred shareholders were given the choice of electing
("Option 1") a cash payment of $3,800 per share or ("Option 2") 10,000 shares of
the Company's common stock and a new Series B Preferred share with a $6,000 face
in  exchange  for 1 share of the  original  Series  A  Preferred.  All  Series A
Preferred shareholders will also have the exercise price reduced on all warrants
applicable to tendered  Series A Preferred  Shares from $2.72 to $1.00.  The new
Series B Preferred  Stock is  convertible  into common stock of the Company from
October 1, 1998 at a fixed price of $1.00.  Conversion  is limited to 10% of the
holding for the first four months following October 1, 1998 then it is increased
to 20% per month thereafter. The Series B Preferred stock can be redeemed by the
Company at any time in cash at 110% of the face value or in common stock at 120%
of the face value,  with  mandatory  redemption  required by September 30, 2000.
Over 60% of the  parties  who  purchased  the  Series  A  Preferred  shares  and
converted  them into shares of the  Company's  common  stock agreed to a lock-up
which  limited  sales to 8% of the amount  purchased  per month with no limit on
salability  after  October 1, 1998.  Common  stock  issued to Series A Preferred
Stockholders  electing  Option 2 was subject to a lock-up which ended on October
1, 1998.

In  connection  with  securing  financing for Option 1 of the Series A Preferred
restructuring,  the Company  raised an additional  $719,000 for general  working
capital purposes. The Company recruited new senior management


<PAGE>


who  instituted  significant  reductions  in  employees,   inventory  management
programs  and  cutbacks  in  operating  expenses  in all parts of the  business.
Management  also  broadened  its sales and  marketing  emphasis to target  large
retailers  and national  public  service  organizations  rather than  individual
healthcare  professionals.   Management  believes  these  actions  will  improve
operating performance and cash flow in the near term.

In August of 1998,  the  Company  received  its  largest  order  ever to deliver
approximately 700 PhotoScreeners during fiscal 1999. As of March 31, 1999 all of
the MTI  PhotoScreeners  ordered were billed.  The order which approximates $1.5
million   placed   certain   restrictions   on  the  Company  from  selling  the
PhotoScreener in certain markets which have now been waived.  In connection with
this order and  provided  the  customer  spends  several  millions of dollars in
national advertising mentioning the PhotoScreener,  the Company has provided the
customer with warrants to purchase 1.2 million shares of the Company's  stock at
an exercise price of $0.88 per share. Due to a delay in the national rollout and
marketing campaign by the customer, the warrant package is under discussion with
the customer.

The Chief Executive Officer and a former director  personally signed a guarantee
with a local bank to provide a $250,000  line of credit to the Company which was
originally scheduled to terminate in January of 1999 but has been extended.

For the past several  years the Company has financed  its  operations  primarily
through  private sales of securities and revenues from the sale of its products.
Since June of 1993 the Company has received net proceeds of approximately  $10.0
million  from the private  sale of  securities  and debt.  The Company may raise
additional  capital  through  private  and/or  public sales of securities in the
future.

Year 2000 Compliance

The  Company  is aware of the issues  associated  with the  programming  code in
existing computer systems as the millennium (Year 2000) approaches. All software
used for the Company systems is supplied by software  vendors or outside service
providers.  The  Company  has  confirmed  with such  providers  that its present
software is Year 2000 compliant.


Item 4.  Submission of Matters to a Vote of Security Holders

At the Company's  1999 annual  meeting of  stockholders  held on April 12, 1999,
Jeremy P. Feakins was elected a director of the Company for a three year term by
a vote of 24,049,210 in favor, 4,860 votes against and 256,968 abstain votes and
Dennis A.  Surovcik  was  elected as a director  of the Company for a three year
term by a vote of  24,053,760 in favor,  310 votes  against and 256,968  abstain
votes. Further,  Simon Lever & Company was ratified as the Company's independent
certified public  accountant for the 1999 fiscal year by a vote of 24,232,907 in
favor, 1950 votes against and 76,181 abstain votes.










<PAGE>

                           PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)     Exhibits:

3.1  Amendment to the Articles of Incorporation for SouthStar Productions, Inc.,
     which  changed  its  name  to  Medical   Technology  &  Innovations,   Inc.
     Incorporated  by reference to the Company's  Current Report on Form 8-K for
     an event on September 21, 1995]

3.2  Restated  Articles of Incorporation  for Medical  Technology & Innovations,
     Inc.[Incorporated  by  reference  to Exhibit  3.3 to the  Company's  Annual
     Report on Form 10-KSB (File No. 33-27610-A), filed September 30, 1996]

3.3  By-laws  [Incorporated  by  reference  to  Exhibit  3.2  to  the  Company's
     Registration Statement on Form S-18 (File No. 33-27610-A),  filed March 17,
     1989]

10.1 Share  Exchange  Plan  between  SouthStar  Productions,  Inc.  and  Medical
     Technology, Inc. [Incorporated by reference to the Company's Current Report
     on Form 8-K for an event on August 21, 1995]

10.2 Asset  purchase  agreement  for the purchase and sale of certain  assets of
     Steridyne  Corporation  [Incorporated by reference to the Company's Current
     Report on Form 8-K for an event on July 31, 1996]

10.3 Medical   Technology   &   Innovations,   Inc.   1996  Stock  Option  Plan.
     [Incorporated  by reference to Exhibit 10.3 to the Company's  Annual Report
     on Form 10-KSB (File No. 33-27610-A), filed September 30, 1996]

10.4 SouthStar  Productions,  Inc. Stock Purchase Plan 1995a  (Financial  Public
     Relations Consulting  Agreement)  [Incorporated by reference to Exhibit 4.1
     to the Company's  Registration Statement on Form S-8 (File No. 33-27610-A),
     filed August 23, 1995]

10.5 Medical   Technology  &   Innovations,   Inc.  1996b  Stock  Purchase  Plan
     (Consulting  Agreement)  [Incorporated  by  reference to Exhibit 4.1 to the
     Company's Registration  Statement on Form S-8 (File No. 33-27610-A),  filed
     April 22, 1996]

10.6 Form of  Employment  Agreement,  Covenant not to Compete,  and Stock Option
     Agreement between the Company and key employees. [Incorporated by reference
     to Exhibit  10.6 to the  Company's  Annual  Report on Form 10-KSB (File No.
     33-27610-A), filed September 30, 1996]

10.7 Purchase Agreement dated January 31, 1996 between the Company and Glenn and
     Ruth Schultz.  [Incorporated  by reference to Exhibit 10.7 to the Company's
     Annual  Report on Form 10-KSB (File No.  33-27610-A),  filed  September 30,
     1996]

16.1 Letter on change in certifying accountant [Incorporated by reference to the
     Company's Current Report on Form 8-K for an event on April 26, 1996]



<PAGE>


21.0 Subsidiaries of the Company.

               Medical Technology, Inc., an Iowa corporation

               Steridyne Corporation, a Florida corporation

27.1 Financial Data Schedules [annexed hereto]

(b)     Reports on Form 8-K.

     No reports on Form 8-K were filed during the  quarterly  period  covered by
this report.














<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.

                                                   AND
BY:  /s/ DENNIS A. SUROVCIK                        BY: /s/ JEREMY P. FEAKINS
    Dennis A. Surovcik, Senior Vice President      Jeremy P. Feakins
    Chief Financial Officer                        Chief Executive Officer



Date:  May 15, 1999.






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<NAME>                        MEDICAL TECHNOLOGY & INNOVATIONS, INC.
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