MEDICAL TECHNOLOGY & INNOVATIONS INC /FL/
10QSB, 1999-12-17
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 September 30, 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 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 September 30, 1999 27,936,334 shares of Common Stock, no par value, of the
registrant were outstanding.

Transitional Small Business Disclosure Format (Check One):  YES [  ]     NO [X]

                      DOCUMENTS INCORPORATED BY REFERENCE:

Portions  of the  registrant's  annual  report  filed  with the  Securities  and
Exchange Commission on Form 10-KSB, filed December 16, 1999.









<PAGE>



                     MEDICAL TECHNOLOGY & INNOVATIONS, INC.

TABLE OF CONTENTS

PART I.              FINANCIAL INFORMATION

Item 1.  Financial Statements

Condensed Consolidated Balance Sheets
  September 30, 1999  (Unaudited) and June 30, 1999                         F-1

Condensed Consolidated Income Statements
  For the Three Months ended September 30, 1999 and 1998 (Unaudited)        F-2

Consolidated Statements of Stockholders' Equity (Unaudited)                 F-3

Condensed Consolidated Statements of Cash Flows
  For the Three Months ended September 30, 1999 and 1998 (Unaudited)        F-4

Notes to Condensed Consolidated Financial Statements                        F-5

Item 2.  Management's Discussion and Analysis or
     Plan of Operation                                                        8

PART II.             OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                                     10

SIGNATURES                                                                   11


<PAGE>


<TABLE>
<CAPTION>
                     Medical Technology & Innovations, Inc.
                      Condensed Consolidated Balance Sheets
                      September 30, 1999 and June 30, 1999

                                     Assets
                                                 September 30, 1999  June 30,
                                                 (Unaudited)         1999
                                                 ----------------    --------------
<S>                                              <C>                 <C>
Current Assets
Cash and cash equivalents                        $    119,821        $     90,581
Accounts Receivable, less allowances of
  $21,174, respectively                               528,808             438,207
Inventory                                             475,124             513,358
Prepaid Expenses                                       21,125              91,002
                                                 ----------------    --------------
Total Current Assets                                 1,144,878          1,133,148
                                                 ----------------    --------------
Fixed Assets
Land                                                   182,000            182,000
Equipment, less accumulated depreciation
  of $529,287 and $494,006, respectively               633,879            669,160
                                                 ----------------    --------------
Fixed Assets, net                                      815,879            851,160

Other Assets
Intangible and Other Assets                          2,078,228          2,134,155
                                                 ----------------    --------------
Total Assets                                      $  4,038,985       $  4,118,463
                                                 ----------------    --------------

                Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable                                  $    796,270       $    908,139
Accrued Liabilities
     Payroll and payroll taxes                         203,080            118,553
     Royalties                                         219,412            122,405
     Other                                             140,902            181,630
Current Maturities of Long-Term Debt                   426,836            415,836
                                                       -------       -------------
Total Current Liabilities                            1,786,500          1,746,563
                                                     ---------       -------------

Long-Term Debt, Net of Current Maturities            1,329,216          1,321,158
                                                     ---------       -------------

Total Liabilities                                    3,115,716          3,067,721
                                                     ---------       -------------

Stockholders' Equity
Common Stock, no par value, authorized
    700,000,000 shares, outstanding 27,936,334
    and 27,548,334 shares, respectively             10,235,122         10,190,092
Series B Convertible Preferred Stock,
    $100 par value, authorized 1000 shares,
      266 shares outstanding                         1,596,000          1,596,000
 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 (1,973,531 shares)            (436,799)          (436,799)
Accumulated Deficit                                (10,493,554)       (10,321,051)
                                                   ------------       ------------
Total Stockholders' Equity                             923,269          1,050,742
                                                   ------------        -----------
Total Liabilities and Stockholders' Equity         $ 4,038,985        $ 4,118,463
                                                   ============       ============
</TABLE>

                   The accompanying notes are an integral part
                     of the condensed financial statements.
                                       F-1



<PAGE>


<TABLE>
<CAPTION>

                     Medical Technology & Innovations, Inc.
                    Condensed Consolidated Income Statements
       For the Three Months Ended September 30, 1999 and 1998 (Unaudited)




                                                         Three Months Ended
                                                            September 30,
                                                        1999              1998
                                                 -----------        -----------
<S>                                              <C>                <C>
Revenues                                          $1,055,279        $1,352,454
Cost of Goods Sold                                   669,756           809,126
                                                 -----------       -----------
          Gross Profit                               385,523           543,328
                                                 -----------       ------------
Operating Expenses
          Advertising                                  2,144             5,068
          Selling, General,
          and Administrative                         516,971           562,752
                                                  ----------        ------------
          Total Operating Expenses                   519,115           567,820
                                                  ----------        ------------
(Loss) from Operations                             (133,592)          (24,492)
          Interest expense, net                       38,911            36,968
                                                 -----------        ------------
Net (Loss) from Operations                        ($172,503)         ($61,460)
                                                 ===========        ===========

Net (Loss) per common share (basic and diluted)   ($.008)(*)        ($.004)(*)
                                                 ===========        ===========

Weighted Average Outstanding Shares               27,220,949        25,574,423
                                                  ==========        ===========
</TABLE>

(*) Calculated  including Series B Preferred Stock accretion of $32,040 for each
period.

                  The accompanying notes are an integral part
                     of the condensed financial statements.
                                       F-2




<PAGE>


<TABLE>
<CAPTION>
                     Medical Technology & Innovations, Inc.
                 Consolidated Statements of Stockholders' Equity
                               For the Years Ended



                                                         Series A     Series B                                         Total
                                                         Convertible  Convertible                                      Stock-
                                 ommon      Common       Preferred    Preferred   Preferred Treasury    Accumulated    holders'
                                 hares      Stock        Stock        Stock       Stock     Stock       Deficit        Equity
                                 ---------- -----------  ------------ ----------- --------- ----------  ------------   ------------
<S>                              <C>        <C>          <C>          <C>         <C>       <C>         <C>            <C>
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   Preferred Stock into
    common stock                    500,000      76,000     (76,000)
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                              (1,602,000)   1,602,000
Preferred                        ---------- -----------  -----------  ------------ -------- ----------   ------------  ------------
       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
                                 ---------- -----------  -----------  ------------ -------- ----------   ------------  ------------

Purchase of Treasury Shares       (600,000)                                                  (127,057)                   (127,057)
Net Loss                                                                                                    (650,627)    (650,627)
Stock Issued for Services           983,974     172,409                                                                   172,409
Conversion of Series B
Preferred                            54,081       6,000                   (6,000)
      Stock into common stock
Conversion of Subordinated
    Notes into common stock         725,000     379,500                                                                   379,500
                                 ---------- -----------  -----------  ----------- ---------  ----------   ------------- -----------
Balance at June 30, 1999         27,548,334 $10,190,092        - 0 -  $1,596,000  $22,500    $(436,799)   $(10,321,051) $ 1,050,742
                                 ---------- -----------  -----------  ----------- ---------  ----------   ------------- -----------

Stock Issued for Services           388,000      45,030                                                                      45,030
Net Loss                                                                                                       (172,503)   (172,503)
                                 ---------- -----------  -----------   ----------  --------- ----------    ------------  -----------
Balance at September 30,         27,936,334 $10,235,122        - 0 -   $1,596,000    $22,500 $(436,799)    $(10,493,554) $  923,269
1999                             ==========  ==========    =========   ==========  ========= =========     ============   =========
</TABLE>

                  The accompanying notes are an integral part
                     of the condensed financial statements.
                                       F-3



<PAGE>


<TABLE>
<CAPTION>
                     Medical Technology & Innovations, Inc.
           Condensed Consolidated Statements of Cash Flows (Unaudited)
             For the Three Months Ended September 30, 1999 and 1998


                                                Three Months Ended September 30,

                                                  1999                1998
                                                  ----                ----
<S>                                               <C>                 <C>
Cash flows from operating activities:
Net Loss                                          $(172,503)          $(61,460)
Adjustments to reconcile net loss to
net cash used in operating activities:
      Depreciation and Amortization                  91,209             72,483
      (Increase) in Accounts Receivable             (90,601)          (146,615)
      Decrease in Inventory                          38,234              3,673
      Decrease (Increase) in Prepaid Expenses        69,877            (27,495)
      (Decrease) in Accounts Payable               (111,867)          (116,163)
      Increase in Accrued Liabilities               140,803            128,151
      Stock issued for services                      45,030              - 0 -
                                                 -----------          ----------
Net cash used in operating activities                10,182           (147,426)
                                                 -----------          ----------


Cash flows from investing activities:
Sale of Headquarters Land and Building                - 0 -            260,000
                                                 -----------          ----------

Net cash from investing activities                    - 0 -            260,000
                                                 -----------           ---------

Cash flows from financing activities:
Proceeds from issuance of notes payable              23,467            104,787
Repayment of notes payable, net                      (4,409)          (234,000)
                                                 -----------          ----------
Net cash from (used in) financing activities         19,058           (129,213)
                                                 -----------          ----------
Net increase (Decrease) in cash and
          cash equivalents                           29,240            (16,639)
Cash and cash equivalents at beginning of period     90,581             38,247
                                                 -----------            --------
Cash and cash equivalents at end of period       $  119,821           $ 21,608
                                                 ==========            =======
</TABLE>


                  The accompanying notes are an integral part
                     of the condensed financial statements.
                                       F-4






<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, 1999 Annual
     Report  on Form 10- KSB.  The  results  of  operations  for  periods  ended
     September 30 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 1999 and fiscal 1998,  120,000 and 500,000  options
     respectively,  have been  granted.  All options  granted in fiscal 1998 and
     20,000  options  granted  in fiscal  1999 are  exercisable  ratably  over a
     three-year  period  commencing  with the grant date at an exercise price of
     $.25  per  share.  The  remaining  options  granted  in  fiscal  1999  were
     exercisable immediately at an exercise price of $.50 per share.

     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, 1999                                     1,380,000
Options granted                                                       0
Options exercised                                                     0
Options cancelled                                              (141,668)
Outstanding, September 30, 1999                               1,238,332
Exercisable, end of period                                    1,101,665

     The proforma  disclosures  required by SFAS 123 "Accounting for Stock-based
     Compensation", is not applicable due to immateriality.

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.

                                       F-5


<PAGE>




     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.  Accretion as of September 30, 1999
     and June 30,  1999  was  $256,320  and  $224,280,  respectively  and is not
     reflected in the Company's balance sheets.

4.   WARRANTS.  The Company has issued  warrants to purchase  approximately  3.6
     million  shares of common  stock as of  September  30,  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. Approximately 3.0 million warrants expire in July
     2001.

5.   INDUSTRY SEGMENTS.  Statements of Financial  Accounting  Standards No. 131,
     "Disclosures  about  Segments of an  Enterprise  and Related  Information",
     requires the  presentation  of  description  information  about  reportable
     segments which is consistent  with that made available to the management of
     the Company to assess performance.  Since the Company  subsidiaries operate
     in separate distinct industry segments,  management of the overall business
     is conducted  by separate  subsidiaries.  The  Corporate  segment  includes
     salary and fringe  benefits of the Chairman and a portion of similar  costs
     related to the Chief Financial  Officer,  financial  public relations costs
     and other costs not  directly  related to the  operations  of the  business
     segments.

<TABLE>
<CAPTION>
      Quarter ended September 30, 1999      Medical             Steridyne      Corporate    Total
                                            Technology, Inc.    Corporation
                                            ----------------    ------------   ----------   ----------
<S>                                         <C>                 <C>            <C>          <C>
Revenues                                     $   58,893         $  996,386          - 0 -   $1,055,279
Operating Income (Loss)                         (62,174)            12,163        (83,581)    (133,592)
Net Interest                                     15,090             23,821          - 0 -       38,911
Pre Tax (Loss)                                  (77,264)           (11,658)       (83,581)    (172,503)
Net (Loss)                                      (77,264)           (11,658)       (83,581)    (172,503)
Depreciation and amortization                    11,554             79,655          - 0 -       91,209


      Quarter ended September 30, 1998      Medical             Steridyne      Corporate       Total
                                            Technology, Inc.    Corporation
                                            -----------------   ------------   ----------   ----------
Revenues                                    $  531,671          $  820,783          - 0 -   $1,352,454
Operating Income (Loss)                        137,896             (54,720)      (107,668)     (24,492)
Net Interest                                     9,349              18,363          9,256       36,968
Pre Tax Income (Loss)                          128,547             (73,083)      (116,924)     (61,460)
Net Income (Loss)                              128,547             (73,083)      (116,924)     (61,460)
Depreciation and amortization                   11,718              60,765          - 0 -       72,483
</TABLE>

                                       F-6


<PAGE>



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, 1999 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  PhotoScreener 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.

Results of Operations
Comparison of Three-Month Periods Ended September 30, 1999 and 1998

Revenues  for the first  quarter  of fiscal  2000 were  $1,055,279  compared  to
$1,352,454 for the  comparable  period in fiscal 1999, or a decrease in sales of
$297,175 or 22%. This decline  results because the Company shipped over $400,000
of  PhotoScreeners  and  accessories to a major national retail optical chain in
the first  quarter of fiscal 1999 with no comparable  sales  occurring in fiscal
2000. The Company shipped approximately $1.5 million of product to this customer
throughout  fiscal 1999.  Revenues from sales of temperature  taking devices for
the  first  quarter  of  fiscal  2000  were up over  20%  when  compared  to the
comparable  quarter  of fiscal  1999,  mainly due to  increased  sales to retail
accounts.  Gross  profit  for the  first  quarter  of  fiscal  2000 of  $385,523
represents a decrease of 29% versus the comparable  period in fiscal 1999 and is
mostly due to the shortfall in sales of the PhotoScreener as overall margins are
comparable between the two periods.

Operating expenses decreased by about 9% from $567,820 in the first three months
of fiscal  1999 to  $519,115  in the  comparable  period in  fiscal  2000.  This
reduction is evident in most expense categories with the greatest savings in the
employment  areas.  Interest  expense of $38,911 for the first  three  months of
fiscal  2000 was about even when you  compare it to the first  quarter of fiscal
1999, as debt levels on an overall basis were constant. The overall net loss for
the first  three  months  of  fiscal  2000 and 1999 was  $172,503  and  $61,460,
respectively. This result is again evident due to the difference in sales of the
PhotoScreener between the two periods.

Management  is in the  process of  consolidating  all of its  operations  into a
single  location and cutting back on  administrative  staff in line with present
sales levels. The reorganization should be substantially completed by the end of
the second quarter of fiscal 2000.  Management  believes that actions  presently
being taken to revise the Company's  operating and financial  requirements  will
provide the opportunity for the Company to realize a cash profit.

Information  about the Company's  Industry Segments is included in Note 5 to the
Notes to Condensed Consolidated Financial Statements.


                                        8

<PAGE>



Liquidity and Capital Resources

At September 30, 1999,  the Company had cash of $119,821 and working  capital of
($641,622) as compared to $90,581 and ($613,415) at June 30, 1999. This increase
in working capital deficit is mostly due to the ongoing loss for the quarter and
a slight  increase in overall debt.  Included in long-term  debt at September 30
and June 30, 1999 is approximately  $822,000 of notes, secured by certain assets
of Steridyne Corporation, incurred to fund the Series A restructuring in October
1997 which were  converted  into  5,436,733  shares of Company  common  stock in
October of 1999.  As a result of repaying the $822,000 of secured notes with the
Company's  common  stock,  a  significant  amount of collateral is available for
borrowing  purposes.  The Company is currently  discussing  the  possibility  of
refinancing  substantially  all  or a  portion  of  these  assets  with  several
commercial banks and financial institutions.

In August of 1998,  the  Company  received  its  largest  order  ever to deliver
approximately   700   PhotoScreeners   during  fiscal  1999.   The  order  which
approximated  $1.5  million  placed  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 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. This commitment has expired.  Unless the customer executes a national
vision screening  marketing program mentioning the  PhotoScreener,  sales of the
PhotoScreener in fiscal 2000 could decline.

The Chief Executive Officer and a 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 but was extended until December of 1999.

During the quarter ended September 30, 1999, the Company  borrowed  $15,000 from
an affiliate  of the Chief  Executive  Officer and  Director of the Company.  At
September 30, 1999, the amount was outstanding and included in the balance sheet
as of the same date.

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.  Additionally,  the Company has made inquiries
with  some of its  largest  customers  and  suppliers  and  determined  that any
possible  negative  impact  with  regard  to   non-compliance   with  year  2000
programming issues are minimal.

The Company is also  establishing a back up contingency plan which will allow it
to continue to operate its computer systems in the event unforeseeable  external
factors disrupt normal operations in the year 2000.

                                        9

<PAGE>



                           PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)        Exhibits:

Item 13.  Exhibits and Reports on Form 8-K

(a)  Exhibits:

 3.1      Articles  of  Incorporation  of  SouthStar  Productions,  Inc.,  n/k/a
          Medical Technology & Innovations,  Inc.  [Incorporated by reference to
          Exhibit 3.1 to the Company's Registration Statement on Form S-18 (File
          No. 33-27610-A), filed March 17, 1989]

 3.2      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]

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

 3.4      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 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 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 the Company's
          Annual Report on Form 10-KSB (File No.  33-27610-A),  filed  September
          30, 1996.]

10.8      Purchase  Agreement dated March 8, 1999 between  Medical  Technology &
          Innovations,   Inc.,   Steridyne   Corporation   and  Florida  Medical
          Industries, Inc.

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]

21.1      Subsidiaries.  Medical Technology, Inc. and Steridyne Corporation.

24.1      Powers of Attorney as indicated on Page 25 of this Form 10-KSB.

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.

*(filed herwith, all other exhibits previously filed.)




                                       10

<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:                                       BY:
/s/ Dennis A. Surovcik                        /s/ Jeremy P. Feakins
- ---------------------------------            ----------------------------
Surovcik, Senior Vice President              Jeremy P. Feakins, Chairman and
Chief Financial Officer, Director            Chief Executive Officer



Date: December 17, 1999.


                                       11

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                     5

<CIK>                         0000847464
<NAME>                        MEDICAL TECHNOLOGY & INNOVATIONS, INC.
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<CURRENCY>                                     U.S.Currency

<S>                             <C>
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