MEDICAL TECHNOLOGY & INNOVATIONS INC /FL/
10QSB, 2000-11-14
AMUSEMENT & RECREATION SERVICES
Previous: DIAMOND ENTERTAINMENT CORP, NT 10-Q, 2000-11-14
Next: MEDICAL TECHNOLOGY & INNOVATIONS INC /FL/, 10QSB, EX-27, 2000-11-14





                     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, 2000

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

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.)

3725 Investment Lane, Riviera Beach, FL                    33404
---------------------------------------           ---------------------------
(Address of principal executive offices)                   (Zip Code)


                                 (561) 844-3486
                          ---------------------------
                (Issuer's telephone number, including area code)




<PAGE>




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

         As of September  30, 2000  36,657,248  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 September 28, 2000.










<PAGE>


                     MEDICAL TECHNOLOGY & INNOVATIONS, INC.

                                TABLE OF CONTENTS


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

  Condensed Consolidated Balance Sheets
    September 30, 2000 (Unaudited) and June 30, 2000                      4

  Condensed Consolidated Income Statements
    For the Three Months ended September 30, 2000 and 1999 (Unaudited)    5

  Consolidated Statements of Stockholders' Equity (Unaudited)             6

  Condensed Consolidated Statements of Cash Flows
    For the Three Months ended September 30, 2000 and 1999 (Unaudited)    7

  Notes to Condensed Consolidated Financial Statements                    8

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


PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                11

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

SIGNATURES                                                               14


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements



<PAGE>

<TABLE>
<CAPTION>
                     Medical Technology & Innovations, Inc.
                           Consolidated Balance Sheets
                      September 30, 2000 and June 30, 2000

                                     Assets
                                                                     September 30,
                                                                       2000                     June 30,
                                                                     (Unaudited)                 2000
                                                                    --------------           ------------
<S>                                                                 <C>                      <C>
Current Assets:
         Cash and Equivalents                                       $       99,676             $  161,018
         Accounts Receivable, less allowances of
            $30,742 and $30,030, respectively                              918,922                572,160
         Inventory                                                         563,611                542,892
         Prepaid Expenses                                                   83,605                 46,696
                                                                    --------------           ------------
         Total Current Assets                                            1,665,814              1,322,766
                                                                    --------------           ------------

Fixed Assets:
         Land                                                              182,000                182,000
         Property & Equipment                                            1,153,512              1,153,512
         Less accumulated depreciation                                    (650,530)              (623,897)
                                                                    --------------           ------------
         Fixed Assets, net                                                 684,982                711,615
                                                                    --------------           ------------
Other Assets:
         Intangible Assets                                               2,546,823              1,897,120
                                                                    --------------           ------------

Total Assets                                                        $    4,897,619           $  3,931,501
                                                                    ==============           ============

                      Liabilities and Stockholders' Equity
Current Liabilities:
         Accounts Payable                                              $   554,272            $   448,155
         Accrued Liabilities
               Payroll and payroll taxes                                    25,340                189,303
               Royalties                                                   230,579                185,130
         Other                                                             272,553                188,678
         Current Maturities of Long-Term Debt                              810,481                487,751
                                                                    --------------           ------------
         Total Current Liabilities                                       1,893,225              1,499,017

Long-Term Debt, Net of Current Maturities                                1,835,513              1,432,681
                                                                    --------------           ------------

Total Liabilities                                                        3,728,738              2,931,698
                                                                    --------------           ------------

Stockholders' Equity
         Common Stock, no par value, authorized
             700,000,000 shares, outstanding 36,657,248
             and 34,017,248 shares, respectively                        11,254,017             11,122,017
         Series A Convertible Preferred Stock, $100
             par value, authorized 70,000 shares,
             outstanding nil shares                                          - 0 -                  - 0 -
         Series B Convertible Preferred Stock,
            $100 par value, authorized 1000 shares,
            outstanding 266 shares                                       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                                           (11,266,837)           (11,303,915)
                                                                    --------------           ------------
         Total Stockholders' Equity                                      1,168,881                999,803
                                                                    --------------           ------------
Total Liabilities and Stockholders' Equity                          $    4,897,619           $  3,931,501
                                                                    ==============           ============
</TABLE>

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


<PAGE>


<TABLE>
<CAPTION>
                     Medical Technology & Innovations, Inc.
                         Consolidated Income Statements
       For the Three Months Ended September 30, 2000 and 1999 (Unaudited)


                                                      2000              1999
                                                      -----             ----
<S>                                                  <C>              <C>
Revenues                                             $ 1,276,483      $ 1,055,279
Cost of Goods                                           695,966           669,756
                                                     -----------      -----------
          Gross Profit                                   580,517          385,523
                                                     -----------      -----------
Operating Expenses
          Advertising                                      8,490            2,144
          Selling, General,
            and Administrative                           468,902          516,971
                                                     -----------      -----------
          Total Operating Expenses                       477,392          519,115
                                                     -----------      -----------
Income (Loss) from Operations                            103,125         (133,592)
          Interest Expense, Net                           66,047           38,911
                                                     -----------      -----------
Net Income (Loss) from Operations                    $    37,078      $  (172,503)
                                                     ===========      ===========

Net Income (Loss) per common share
          (basic and diluted)(*)                          *$.000         *($.008)
                                                     ===========      ===========

Weighted Average Outstanding Shares                   34,896,368       27,220,949
                                                     ===========      ===========
</TABLE>


(*) Calculated including Series B Preferred Stock accretion of $32,040 for three
months ended September 30, 2000 and 1999; respectively.




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


<PAGE>


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


                                                          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, 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 Stock
      into common stock             54,081         6,000                 (6,000)
Conversion of Subordinated         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

Conversion of Debentures
     Into Common Stock           5,436,773       822,601                                                                   822,601
Stock Issued for Services        1,032,141       109,324                                                                   109,324
Net Loss                                                                                                      (982,864)   (982,864)
                               -----------   ------------  --------- -----------  --------- ----------  ------------   ------------

   Balance at June 30, 2000     34,017,248   $11,122,017   $ - 0 -   $ 1,596,000                         $(11,303,915) $   999,803

Stock Issued for Services        2,640,000       132,000                                                                   132,000
Net Income                                                                                                      37,078       37,078
                               -----------    -----------  --------- -----------  --------- ----------  ------------   ------------

 Balance at September 30, 2000  36,657,248    $11,254,017  $ - 0 -   $ 1,596,000  $  22,500 $(436,799) $(11,266,837)   $ 1,168,881
                               ===========    ===========  ========= ===========  ========= ==========  ============   ============
</TABLE>

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



<PAGE>


<TABLE>
<CAPTION>
                     Medical Technology & Innovations, Inc.
                Consolidated Statements of Cash Flows (Unaudited)
             For the Three Months Ended September 30, 2000 and 1999



                                                                                   2000            1999
                                                                              -----------      ------------
<S>                                                                             <C>            <C>
Cash flows from operating activities:
Net Income (Loss)                                                             $    37,078      $  (172,503)
Adjustments to reconcile net income (loss) to net cash (used)
provided in operating activities:
               Depreciation and Amortization                                       82,560           91,209
               (Increase) in Accounts Receivable                                 (346,762)         (90,601)
               (Increase) Decrease in Inventory                                   (20,719)          38,234
               (Increase) Decrease in Prepaid Expenses                            (36,909)          69,877
               Increase (Decrease) in Accounts Payable                            106,117         (111,867)
               (Decrease) Increase in Accrued Liabilities                         (34,638)         140,803
               Stock issued for services                                          132,000           45,030
               Conversion of interest to debt                                      22,547              -0-
                                                                              -----------      ------------
Net cash (used) provided in operating activities                                  (58,726)          10,182
                                                                              -----------      ------------

Cash flows from financing activities:
               Proceeds from revolving credit facility                                -0-              -0-
               Acquisition of Treasury Stock                                          -0-              -0-
               Proceeds from issuance of Notes Payable                                -0-           23,467
               Repayment of Notes Payable                                          (2,616)          (4,409)
                                                                              -----------      ------------
Net cash (used) provided from financing activities                                 (2,616)          19,058
                                                                              -----------      ------------
Net increase (decrease) in cash and equivalents                                   (61,342)          29,240
Cash and equivalents at beginning of period                                       161,018           90,581
                                                                              -----------      ------------
Cash and equivalents at end of period                                         $    99,676      $   119,821
                                                                              ===========      ============

Supplemental Disclosure:
  Cash paid during the quarter for interest                                   $   43,500       $    38,911
                                                                              ===========      ============
  Intangible  assets acquired with Common stock payable                       $  705,630
                                                                              ==========
</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, 2000 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  were  exercisable
         ratably over a trading  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 2000 and fiscal 1999,  1,220,000  and
         120,000 options respectively, have been granted. All options granted in
         fiscal 2000 are  exercisable  immediately at a strike price of $.25 per
         share.  Of the  120,000  options  granted  in fiscal  1999,  20,000 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 per share.

         The  following  is a summary of stock option transactions for the three
         months ended September 30, 2000 and 1999:

<TABLE>
<S>                                              <C>             <C>
                                                      2000            1999
                                                 ---------       ---------
           Outstanding, July 1                   1,700,000       1,380,000
           Options granted                               0               0
           Options exercised                             0               0
           Options cancelled                      (120,000)       (283,332)
                                                 ----------      ---------
           Outstanding, September 30             1,580,000       1,096,668
                                                 =========       =========
           Exercisable, end of period            1,575,001       1,003,338
                                                 =========       =========
</TABLE>

         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.

         On September 30, 2000,  the Company was required to redeem the Series B
         Preferred  stock into the Company's  common stock valued at the average
         closing  bid price for 30 days prior to the  redemption  at 120% of the
         original  face  value  of  the  Series  B  Preferred  shares  including
         accretion.  Accretion  as of  September  30, 2000 and June 30, 2000 was
         $384,000 and $351,960, respectively and is not reflected in the Company
         balance  sheets.  Management  is in the process of making a proposal to
         redeem all Series B Preferred Stock with a new Series C Preferred Stock
         or cash in lieu of  converting  the  entire  issue  into  shares of the
         Company's  Common  stock.  The Company  believes  that the  issuance of
         additional  common  shares at this time is not in the best  interest of
         all  shareholders.  Management  expects  that  the  provisions  of this
         restructuring  will be agreed  between the parties  within the next few
         months.

4.       Warrants. The Company has issued warrants to purchase approximately 3.4
         million  shares of common stock as of September 30, 2000.  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 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>
<S>                                  <C>                  <C>            <C>          <C>
                                         Medical          Steridyne
Quarter ended September 30, 2000     Technology, Inc.     Corporation    Corporate     Total
--------------------------------     ----------------     -----------    ---------     -----

Revenues                             $ 335,393            $  941,090     $  - 0 -     $1,276,483
Operating Income (Loss)                 84,307                45,818      (27,000)       103,125
Net Interest                            41,268                24,779        - 0 -         66,047
Pre Tax Income (Loss)                   43,039                21,039      (27,000)        37,078
Net Income (Loss)                       43,039                21,039      (27,000)        37,078
Assets                                 229,149             4,668,470        - 0 -      4,897,619
Depreciation and amortization            7,761                74,799        - 0 -         82,560
Addition to long-lived assets            - 0 -               705,630        - 0 -        705,630

                                         Medical          Steridyne
Quarter ended September 30, 1999     Technology, Inc.     Corporation   Corporate         Total
--------------------------------     ----------------     -----------   ---------         -----

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 Income (Loss)                   (77,264)             (11,658)     (83,581)      (172,503)
Net Income (Loss)                       (77,264)             (11,658)     (83,581)      (172,503)
Assets                                  410,440            3,628,545          -0-      4,109,185
Depreciation and amortization            11,554               79,655         - 0-         91,209
Additions to long-lived assets              -0-                - 0 -          -0-            -0-
</TABLE>


<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, 2000 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, 2000 and 1999

Revenues for the three  months  ending  September  30,  2000,  were  $1,276,483,
compared to $1,055,279 for the comparable period in fiscal 2000, for an increase
in sales of $221,204 or 20%.  Revenues for Steridyne  Corporation  were $941,090
compared  to  $996,386  for a decrease  of $55,296 or 5%.  Revenues  for Medical
Technology,  Inc. were $335,393  compared to $58,893 for an increase of $276,500
or 569%.  The  increase  was due to the Company  shipping to a larger  number of
customers and also a distribution agreement just signed with a major distributor
in the ophthalmic market.

Gross  profit for the three  months  ending  September  30,  2000 was  $580,517,
compared to $385,523 for the comparable period in fiscal 2000, or an increase of
$194,994 or 51%. The  Steridyne  Product group has now been  profitable  for the
past three  quarters.  The  Photoscreener  Product group is now  profitable  and
management  expects this to continue  based upon the present  level of business.
The Company has recently  announced its  acquisition  of the  manufacturing  and
distribution  rights to a state of the art  urological  incontinence  device for
female  patients.  It is expected  that this new product  will  further  help to
bolster revenues and profit margins for the Company.

Operating expenses for the three months ending September 30, 2000 were $477,392,
compared to $519,115 for the comparable  period in fiscal 2000, or a decrease of
$41,723,  or 8%.  Management  expects to see  further  reductions  in  operating
expenses  as we  see a full  year  effect  of the  cutbacks  made  in  corporate
salaries,  services  and  facility  costs  as  part  of the  recently  completed
reorganization.  Interest  expense  was  $66,047  for the  three  months  ending
September 30, 2000, compared to $38,911 or an increase of $27,136 or 70%.

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

Liquidity and Capital Resources

At September  30, 2000,  the Company had cash of $99,676 and working  capital of
$(227,411) as compared to $161,018 and ($176,251) at June 30, 2000. The decrease
in the working capital is due to the increase of $322,730 of current  maturities
of  long-term  debt  resulting  from the  Company's  acquisition  of rights to a
urological  incontinence  device for female patients.  This amount is payable in
shares of the Company's Common stock.

During the quarter ending March 31, 2000, the Company  borrowed over  $1,000,000
from an affiliate of the Chief Executive  Officer and Chairman of the Company to
support  the  working  capital  needs of the  Company.  This loan is  secured by
substantially  all of  the  assets  of the  Company  and  is  guaranteed  by the
Company's  subsidiaries.  At September 30, 2000,  $1,113,546 was outstanding and
included in the balance  sheet as of the same date.  The  interest  rate for the
loan is a fixed rate of twelve percent (12%) per annum, however, interest may be
added to the loan principal at two times the interest  payment due at the option
of the Company with the written consent of the lender. During the first eighteen
months  of the loan the  Company  will pay only  interest  monthly.  During  the
remaining  forty-two  (42)  months of the loan the Company  will pay  principal,



<PAGE>



amortized over twenty years, and interest  monthly,  commencing on the first day
of the nineteenth month and continuing on for forty-two months  thereafter.  The
balance of the loan is due in full at the end of sixty  months.  At any time, at
the option of the lender,  the  outstanding  principal  plus  accrued and unpaid
interest  and  expenses  due may be paid in an  amount  of  common  stock of the
Company at the rate of one share for every  four  cents owed to the lender  (the
"Conversion  Rate").  The Conversion Rate had been determined at the time of the
negotiations,  based upon the previous sixty day average closing price per share
of the Company's common stock as quoted on the Over-The-Counter  Bulletin Board.
The Conversion Rate will be adjusted for all stock splits subsequent to the loan
agreement.  In the event the conversion  occurs it would change the ownership of
the Company significantly.

The Chief  Executive  Officer and a former  Director  of the Company  personally
signed a guarantee with a local bank to provide a $250,000 line of credit to the
Company,  which  terminated in February of 2000. Both  individuals  were granted
options to acquire  50,000 shares of the  Company's  common stock at an exercise
price of $0.50  per  share.  The Chief  Executive  Officer  pledged  a  $235,000
Certificate  of Deposit to the local bank who provided the line of credit to the
Company.  As a result, the bank released the former Director as guarantor of the
borrowing facility.  The Company continues to make interest payments on the line
of credit.  In consideration  the Chief Executive Officer was granted options to
acquire  100,000  shares of the Company's  common stock at an exercise  price of
$0.25 per share.

On September 30, 2000, the Company was required to redeem the Series B Preferred
stock into the  Company's  common stock valued at the average  closing bid price
for 30 days prior to the  redemption  at 120% of the original  face value of the
Series B Preferred  shares  including  accretion.  Accretion as of September 30,
2000 and June  30,  2000 was  $384,000  and  $351,960,  respectively  and is not
reflected in the Company balance sheets.  Management is in the process of making
a proposal to redeem all Series B Preferred  Stock with a new Series C Preferred
Stock  or cash in lieu  of  converting  the  entire  issue  into  shares  of the
Company's  common  stock.  The Company  believes that the issuance of additional
common  shares at this  time is not in the best  interest  of all  shareholders.
Management  expects that the  provisions  of this  restructuring  will be agreed
between the parties within the next few months.

For the past several years the Company has financed a portion of its  operations
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  $11.0
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.


<PAGE>



                          PART II. - OTHER INFORMATION

ITEM 1. Legal Proceedings

On February  15, 2000 the Company  filed a lawsuit in the Common  Pleas court of
Dauphin County,  Pennsylvania against LensCrafters,  Inc. (LensCrafters) and its
parent, Luxottica Group S.P.A. (Luxottica).  The Company entered into a business
relationship  with  LensCrafters  to provide more than 600 of its  PhotoScreener
devices for use in the retail facilities of LensCrafters. In a written agreement
dated August 25, 1998,  LensCrafters  committed that it would conduct a national
marketing  campaign in excess of $5 million to promote vision screening  through
the  PhotoScreener.  As  part  of  that  transaction,  LenCrafters  insisted  on
obtaining the right to purchase up to 1.2 million shares of the Company's  stock
because both  LensCrafters and the Company believed that the introduction of the
PhotoScreener  in  LensCrafters'  retail  facilities  would greatly  benefit the
Company.  The  Company's  complaint  provides  that the  Company  delivered  the
PhotoScreeners  to  LensCrafters,  but  LensCrafters  has  failed  to  meet  its
promotional and marketing  commitments.  LensCrafters has not proceeded with the
national promotional campaign, nor has it distributed the PhotoScreener units to
its  retail  stores.   The  Complaint   asserts  that   Luxottica,   which  owns
LensCrafters, has directed LensCrafters to break its agreement with the Company.
The  complaint  seeks  substantial  monetary  damages  from both  Luxottica  and
LensCrafters.  It asserts  legal claims for breach of contract by  LensCrafters,
for   misrepresentation   and  fraud  by   LensCrafters,   and  for  intentional
interference  with contract by Luxottica.  LensCrafters  has removed the case to
Federal  Court,  where it is now pending.  LensCrafters  also moved to refer the
case to arbitration.  Luxottica has filed a challenge to the jurisdiction of the
Court. The Company vigorously contests both motions. A decision on these motions
is expected in the near future.

As of January  1, 2000 the  Company  entered  into an  Agreement  with a company
affiliated with the Chairman and Chief Executive  Officer to provide  litigation
management services with regards to the proceedings against  LensCrafters et al.
This company is paying or advancing  all  attorney's  fees and other  litigation
costs and  expenses  incurred by the Company to pursue this  litigation  against
LensCrafters  et al.  Assuming  that the Company is  successful  in  receiving a
judgment or award or settlement  from this  litigation,  all litigation cost and
expenses  paid  will be  reimbursed  and 10% of the  gross  judgment,  award  or
settlement  will be paid to the company  affiliated  with the Chairman and Chief
Executive Officer.  No costs or expenses will be due in the event the litigation
is unsuccessful.

MTI,  the  Company  and  Steridyne  are  also  parties  to other  pending  legal
proceedings  in the  ordinary  course of their  business.  The Company  does not
expect  these  legal  proceedings  to  have a  material  adverse  effect  on the
Company's financial condition.


Item 6. Exhibits and Reports on Form 8-K

<TABLE>
<S>      <C>
(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.]
</TABLE>


<PAGE>


<TABLE>
<S>      <C>
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.  [Incorporated  by  reference  to the  Company's  Annual  Report  on  Form  10-KSB  (File  No.
         33-27610-A), filed December 17, 1999]

10.9     Loan Agreement dated January 21, 2000 between the Company and International Investment Partners, Ltd.

10.10    Consulting Agreement between the Company and International Investment Partners, Ltd., effective January 1, 2000.

10.11    Letter of substitution MTEN Loan dated June 6, 2000.

10.12    Lenscrafters Litigation Management Consulting Agreement dated January 1, 2000.

10.13    Loan agreement between Medical Technology, Inc. and International Investment Partners, Ltd. dated January 21, 2000.

10.14    Medical Technology, Inc. Note dated January 21, 2000.

10.15    PatentCollateral  Assignment  and  Security  Agreement  between the  Company  and  International Investment Partners, Ltd.,
              effective January 21, 2000.

10.16    General Security Agreement between the Company and International Investment Partners, Ltd., effective January 21, 2000.

10.17    Guaranty and Surety Agreement between Steridyne and International Investment Partners, Ltd., effective January 21, 2000.

10.18    Guaranty and Surety Agreement between the Company and International Investment Partners, Ltd., effective January 21, 2000.

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.

27.1 *   Financial data schedules.
-----------------------------------
</TABLE>

(b)  Reports on Form 8-K.

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




*(Filed herewith, all other exhibits previously filed.)


<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/ Albert G. Dugan                          /s/ JEREMY P. FEAKINS
    -------------------------                    -------------------------
    Albert G. Dugan                             Jeremy P. Feakins, Chairman and
    Chief Accounting Officer                    Chief Executive Officer



Date: October 28, 2000



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission