MEDICAL TECHNOLOGY & INNOVATIONS INC /FL/
10QSB, 1999-02-16
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 December 31, 1998

[ ]  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 Identification No.)
      incorporation or organization)


      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 December 31, 1998 27,110,279 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>
<TABLE>
                     MEDICAL TECHNOLOGY & INNOVATIONS, INC.

                                TABLE OF CONTENTS
<CAPTION>

<S>         <C>                                                        <C>
PART I.     FINANCIAL INFORMATION
            Item 1.  Financial Statements
               Condensed Consolidated Balance Sheets
                 December 31, 1998 and June 30, 1998                   4
               Condensed Consolidated Income Statements
                  For the Three and Six Months ended 
                  December 31, 1998 and 1997 (Unaudited)               5
               Consolidated Statements of Stockholders' 
                  Equity (Unaudited)                                   6
               Condensed Consolidated Statements of Cash Flows
                  For the Six Months ended December 31, 1998 
                  and 1997 (Unaudited)                                 7
               Notes to Condensed Consolidated Financial Statements    8
            Item 2.  Management's Discussion and Analysis or Plan of
            Operation
PART II.    OTHER INFORMATION
            Item 6. Exhibits and Reports on Form 8-K                   12
            SIGNATURES                                                 14
</TABLE>



<PAGE>







                         PART I - FINANCIAL INFORMATION



<PAGE>

<TABLE>

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

<CAPTION>

                                                              Assets
                                                              December 31, 1998
                                                              (Unaudited)       June 30, 1998
                                                              ----------------  -------------
<S>                                                           <C>               <C>          
Current Assets

                 Cash and cash equivalents                     $ 168,268         $   38,247
                 Accounts Receivable, less allowances
                  of $36,367, respectively                       519,046            287,114
                 Inventory                                       436,122            393,148
                 Prepaid Expenses                                 62,767             30,740
                                                               ---------            -------
                 Total Current Assets                          1,186,203            749,249
                                                               ---------            -------
Fixed Assets
                 Land                                            182,000            382,000
                 Equipment, less accumulated
                 depreciation of $426,183
                 and $364,567, respectively                      741,311            829,537
                                                               ---------           --------
                 Fixed Assets, net                               923,311          1,211,537
Other Assets
                 Intangible and Other Assets                   2,233,676          2,345,530
                                                              ----------          ---------
Total Assets                                                  $4,343,190         $4,306,316
                                                              ==========          =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
                 Accounts Payable                               $506,195           $505,824
                 Accrued Liabilities                             436,648            370,558
                 Current Maturities of Long-Term Debt          1,155,211          1,035,872
                                                               ---------          ---------
                 Total Current Liabilities                     2,098,054          1,912,254
                  Long-Term Debt, 
                  Net of Current Maturities                      511,361          1,117,545
                                                                 -------          ---------
                        Total Liabilities                      2,609,415          3,029,799
                                                               ---------          ---------
Stockholders'   Common Stock, no par value, authorized
Equity            700,000,000 shares, outstanding 27,110,279
                  and 26,385,279 shares, respectively         10,008,933          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 shares outstanding                       1,602,000          1,602,000
                Preferred Stock, authorized 100,000,000
                 shares  $1,000 par value, 12%,
                 noncumulative, outstanding 22.  shares           22,500             22,500
                 Treasury Stock, at cost                       (309,742)          (309,742)
                 Accumulated Deficit                         (9,589,916)        (9,670,424)
                                                             -----------        -----------
                 Total Stockholders' Equity                    1,733,775          1,276,517
                                                            ------------        -----------
Total Liabilities and Stockholders' Equity                    $4,343,190         $4,306,316
                                                              ==========         ==========
</TABLE>



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



<PAGE>

<TABLE>

                     Medical Technology & Innovations, Inc.
                    Condensed Consolidated Income Statements
                       For the Three Months and Six Months
                  Ended December 31, 1998 and 1997 (Unaudited)

<CAPTION>


                                       Three Months Ended        Six Months Ended
                                         December 31,              December 31,
                                       1998        1997          1998           1997
                                       ----        ----          ----           ----
<S>                                    <C>         <C>           <C>            <C>
Revenues                               $1,819,628  $1,425,376    $3,172,082     $2,410,000
Cost of Goods Sold                        900,654     908,102     1,709,780      1,650,173
                                       ----------   ---------     ---------     -----------
          Gross Profit                    918,974     517,274     1,462,302        759,827
                                       ----------   ---------     ---------     -----------
Operating Expenses
          Advertising                      11,095      33,680        16,163         70,746
          Selling, General,
          and Administrative              716,572     612,175     1,279,324       1,253,870
                                       ----------     -------     ---------       ----------
          Total Operating Expenses        727,667     645,855     1,295,487       1,324,616
                                       ----------    --------     ---------       ----------
Income (Loss) from Operations             191,307    (128,581)      166,815        (564,789)
          Interest expense, net            49,339      75,908        86,307         125,316
                                       ----------    --------     ---------       ----------
Net Income (Loss) from Operations        $141,968   ($204,489)      $80,508       ($690,105)
                                       ==========    ========     =========       ==========

Add: Gain on Restructuring of Series A      - 0 -     948,163         - 0 -         948,163
          Preferred Stock              ----------    --------     ---------       ----------

Net Income Attributable to               $141,968    $743,674       $80,508        $258,058
          Common Stock                 ==========    ========      =========       =========

Net Operating Income 
    (Loss) per common share              $.004(*)     ($.011)       $.001(*)        ($.039)
     (basic and diluted)               ==========    ========      =========       =========

Net Income per common share after        $.004         $.042        $.001            $.014
   Gain on Restructuring of Series A   ==========    ========      =========        =========
    Preferred Stock

Weighted Average Outstanding Shares    26,435,089  17,843,521     26,435,089      17,843,521
                                      ===========  ==========     ==========      ===========
</TABLE>

(*) Calculated  including  Series B Preferred Stock accretion of $32,040 for the
three months and $64,080 for the six months ended December 31, 1998


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

<PAGE>
<TABLE>

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

<CAPTION>
                                                          Series A     Series B
                                                          Convertible  Convertible                                    Total
                                  Common      Common      Preferred    Preferred   Preferred  Treasury   Accumulate   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
 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)  $1,276,517

Net Income                                                                                                   80,508       80,508
Conversion of Subordinated
Notes into common stock             725,000     376,750                                                                  376,750
                                  ---------  ----------  ----------  ----------  -------     ---------  -----------     ----------
  Balance at Dec 31, 1998        27,110,279 $10,008,933        0     $1,602,000  $22,500     ($309,742) ($9,589,916)  $1,733,775
</TABLE>




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


<PAGE>


<TABLE>

                     Medical Technology & Innovations, Inc.
           Condensed Consolidated Statements of Cash Flows (Unaudited)
               For the Six Months Ended December 31, 1998 and 1997

<CAPTION>
                                                   Six Months Ended December 31,

                                                       1998           1997
                                                       ----           ----
<S>                                                   <C>            <C>
Cash flows from operating activities:
Net Income (Loss)                                      $80,508        ($690,105)

Adjustments to reconcile net income
(loss) to net cash used in operating
activities:
     Depreciation and Amortization                     140,080         180,135
     (Increase) in Accounts Receivable                (231,932)       (133,166)
     (Increase) Decrease in Inventory                  (42,974)         70,726
     (Increase) Decrease in Prepaid Expenses           (32,027)          8,167
     Increase in Accounts Payable                          369         149,929
     Increase in Accrued Liabilities                    66,092         232,404
                                                     ---------       ----------
     Net cash (used in) operating activities           (19,884)       (181,910)


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 in) investing activities        260,000          (4,590)

Cash flows from financing activities:
          Costs incurred for restructuring of
              Series A Preferred Stock                   - 0 -        (275,900)
          Proceeds from issuance of stock, net           - 0 -          25,000
          Proceeds from issuance of notes payable      123,905         730,729
          Repayment of notes payable, net             (234,000)       (154,496)
                                                      ---------       ---------
Net cash from (used in) financing activities          (110,095)        325,333
Net increase in cash and cash equivalents              130,021         138,833
Cash and cash equivalents at beginning of period        38,247          58,090
                                                      ---------         -------
Cash and cash equivalents at end of period            $168,268        $196,923
                                                      ========         ========
</TABLE>


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




<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 December 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 1997 and fiscal 1998,  1,250,000 and
            500,000 options respectively, have been granted.

            In  September of 1997,  the Board of Directors  reduced the exercise
            price  on all  options  granted  to  the  Chief  Executive  Officer,
            President and Executive Vice President of the Company to $.25.

            The following is a summary of stock option transactions:

            Outstanding, July 1, 1998                            3,239,936
                         Options granted                                 0
                         Options exercised                               0
                         Options cancelled                        (184,269)
            Outstanding, December 31, 1998                       3,055,667
                                                                 =========
            Exercisable, end of period                           2,245,667

3.  Preferred  Stock.  The Company has three  classes of  preferred  stock.  The
convertiblevalue  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, 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.  The Series A Preferred  shares  were  eventually
            converted into 5,425,000 of the Company's Common Stock.  Over 60% of
            the parties who ultimately  purchased the Series A Preferred  shares
            and converted  them into common shares of the Company  agreed not to
            sell any common shares before April 1, 1998


<PAGE>



            and limit sales to 8% of the amount  purchased per month  thereafter
            with no limit on  salability  once 360 days  have  lapsed  since the
            closing.  Series A  Preferred  shareholders  owning 267  outstanding
            shares agreed to exchange their Series A Preferred  shares for a new
            Series B  Preferred  share  with 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 at December 31, 1997.

   1.       Warrants.  The Company has issued  warrants to purchase  3.0 million
            shares of common stock as of December 31, 1998. 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 $.25 to $2.72 per share.  2.4 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
            will be 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 Six Month Periods Ended December 31, 1998 and 1997

Revenues  for  the  first  half of  fiscal  1999  increased  by  $762,082,  from
$2,410,000 in fiscal 1998 to  $3,172,082  in fiscal 1999, a 32%  increase.  This
sales increase results from increased  demand for the MTI  PhotoScreener (TM)
from retail optical chains,  service clubs and schools combined with good growth
in the core Steridyne  business.  Gross profit for the first half of fiscal 1998
increased  by 92% to  $1,462,302  versus the  comparable  period in fiscal  1999
almost  entirely  due  to  sales  of the  MTI  PhotoScreener(TM).  MTI  products
generally have higher profit margins than Steridyne products.

Operating  expenses  decreased by 2% from $1,324,616 in the first half of fiscal
1998 to  $1,295,487  in the  comparable  period  in  fiscal  1999.  Income  from
operations for the six months ended December 31, 1998 was $166,815 compared to a
loss of  ($564,789)  in the  comparable  period in the prior fiscal  year.  This
dramatic  improvement  of $731,604 in operating  income  results from  continued
increases in sales of the MTI  PhotoScreener(TM) to retail optical chains in the
U.S. and international markets and marks the first time the Company has achieved
a profitable  quarter.  Interest expense  decreased 31% to $86,307 for the first
six months of fiscal 1999 versus 1998 primarily as the result of the sale of the
headquarters  building and  subsequent  mortgage  payoff and the  conversion  of
$376,750 of convertible notes into common stock in July of 1998.

Management  expects a profit  for the third  quarter of fiscal  1999  because of
increased sales and continued cost controls.
Liquidity and Capital Resources

At December  31, 1998,  the Company had cash of $168,268 and working  capital of
($911,851)  as compared  to $38,247  and  ($1,163,005)  at June 30,  1998.  This
decrease in working capital deficit is mostly due to increased  profitability of
the Company in fiscal 1999.  Included in current maturities of long term debt at
December  31 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 in March of 1999.

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


<PAGE>

capital  purposes.  The Company  recruited new senior  management 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 December 31, 1998
substantially all of the MTI PhotoScreeners ordered were billed. The order which
approximates  $1.5  million  places  certain  restrictions  on the Company  from
selling the PhotoScreener in certain markets.  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.

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
terminates in January of 1999.

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.


<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]

<PAGE>

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]

21.0 Subsidiaries of the Company.
            Medical Technology, Inc., an Iowa corporation
            Steridyne Corporation, a Florida corporation

27.1 Financial Data Schedules
     (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    
Dennis A. Surovcik, Senior Vice President
Chief Financial Officer, Secretary

BY: /s/ Jeremy P. Feakins
Jeremy P. Feakins, Chairman and
Chief Executive Officer




                                                [GRAPHIC OMITTED]


Date: February 10, 1999.




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<NAME>                   Medical Technology & Innovations, Inc.

       
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