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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB


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

                     For the fiscal year ended June 30, 2003
                     ---------------------------------------
                                       or

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

                 For the Transition Period from _________to_________

                        Commission file number 33-27610-A

                      Medical Technology & Innovations Inc.
                      -------------------------------------
                 (Name of small business issuer in its charter)

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

        1800 Fruitville Pike Suite 200 Lancaster, PA          17601
        --------------------------------------------------------------
         (Address of principal executive offices)           (Zip Code)

         Issuer's telephone number, including area code: (717) 390-3777
                                                         --------------

           Securities registered pursuant to Section 12(b) of the Act:
                                      None
                              (Title of each class)

           Securities registered pursuant to Section 12(g) of the Act:
                                      None
                                (Title of Class)

         Check  whether the issuer is not required to file  reports  pursuant to
Section 13 or 15(d) of the Exchange Act.
                                  YES[ ] NO[X]

         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  preceding 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[ ]

         Check if there is no disclosure of delinquent  filers  pursuant to Item
405 or Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         Indicate by check mark whether the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act).
                                  YES[ ] NO[X]

         The issuer's revenues for its most recent fiscal year were $0.

         The aggregate  market value of the voting stock held by  non-affiliates
computed  by  reference  to the price at which the stock was sold or the average
bid and asked  prices of such stock as of  January  2, 2007 was $0.  There is no
quoted marked for the voting stock

         As of January 2, 2007,  6,837,904 shares of Common Stock, no par value,
of the registrant were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:
None
Transitional Small Business Disclosure Format (Check One):    YES [ ]    NO [X]

                                       1
<PAGE>

Item 1. Description of Business

Prior Business

Medical Technology & Innovations,  Inc., f/k/a Southstar Productions,  Inc. (the
"Company") was  incorporated  in the state of Florida in January 1989.  Prior to
September 6, 2002, the company operated  through two wholly-owned  subsidiaries,
Medical Technology, Inc. ("MTI") and Steridyne Corporation ("Steridyne").

Prior to  September  6, 2002,  the  Company  manufactured  and  distributed  the
PhotoScreener, which is a specialized Polaroid-type instant film camera designed
to  detect  conditions  that  lead to  amblyopia  ("lazy  eye")  and  other  eye
disorders.  Steridyne was a manufacturer and distributor of thermometer sheaths,
probe covers, and  anti-decubitus gel cushions.  Steridyne also distributed both
glass and digital thermometers.

On September  6, 2002,  the Company  signed an Agreement in Lieu of  Foreclosure
with a company  affiliated with the Chief Executive  Officer and Chairman of the
Board.  The  Agreement  in Lieu of  Foreclosure  transferred  the  assets of the
Company and its subsidiaries to Polycrest Holdings, Inc., except for (a) certain
technology  that was retained by the Company,  and (b) the Company's  contingent
asset related to the anticipated settlement, award, or judgment in the Company's
litigation against  LensCrafters,  Inc. and Luxottica Group S.p.A. The Agreement
also  transferred  the  liabilities  of the  Company  and  its  subsidiaries  to
Polycrest  Holdings,  Inc.  except  for (a) the  contingent  liabilities  of the
LensCrafters' litigation, (b) the employment agreement of the Chairman and Chief
Executive Officer, and (c) the lease of its headquarters building.

Between  September 6, 2002,  and June 22, 2005,  the Company  ceased  operations
except for  liabilities  associated  with the  LensCrafters'  litigation and the
liabilities  associated with other  litigation  which the Company is a party. On
July  25,  2005,  the  Company  received  a  judgment  of $15.6  million  in the
LensCrafters' litigation.  The Company has paid all legal expenses and judgments
and believes it is free of all litigation.

Current Business

On June 22, 2005, the Company formed a subsidiary called World Nurse Space, Inc.
("WNSI").  The subsidiary was formed to launch a Social Website aimed at nurses.
The Company has re-purposed  itself and is focusing on Social Website Developing
not only in the  nurse  profession  but in other  areas  as well.  Therefore  on
September  25,  2006 the  Company  formed a second  subsidiary  called  "itLinkz
Corporation."  The business  purpose of itLinkz is to adapt the  technology  and
concepts used in the WNSI website to a broad array of social networks.

Over the next few years, itLinkz`s strategy is to create and launch thousands of
sophisticated yet easy to use social and business networking community websites.
On each website,  both personal and  professional  level members will be able to
connect anytime around shared  interests,  to  collaborate,  share knowledge and
team up with other members.  This concept offers applications not only to online
social groups but to business communities as well.

With the anticipated  January 2007 launch of its first Web 2.0 social networking
website,  itLinkz has successfully addressed critical market segmentation issues
which   Myspace.com,   YouTube.com,    Facebook.com,   Digg.com,   LinkedIn.com,
Multiply.com,  Gather.com  and others  have not  adequately  delivered.  For the
online  community,  itLinkz has focused its efforts on developing  and launching
websites  focused  on  defined  areas  of  interests  rather  than  offering  to
advertisers and marketers a generalist  community with broad interests.  itLinkz
has developed a strategic plan that will allow the Company to gain a competitive
advantage  with a first to market  approach with the LinkUp model.  itLinkz will
identify niche  audiences  based on their total size,  spending habits and their
supply/demand for online content consumption.

The focal point of itLinkz'  development  has been the  construction of the core
website  `engine'.  The  internals of the engine is  comprised of software  that
itLinkz has licensed from a software vendor.  Customization and extension of the
engine is being developed  initially by the software vendor.  Beginning with the
second  release  in  2007,  the  responsibility  for  engine  customization  and
extension  will be migrated  in-house.  Contractually,  itLinkz  owns  exclusive
intellectual  property  rights  to all code  developed  under  our  work-to-hire
agreement with the software vendor. In addition, itLinkz has access to all souce
code that has been licenced from the software  vendor.  To date, the Company has
spent approximately $300,000 on the research and development of this engine.


                                       2
<PAGE>

This engine is used as the backbone for each  website,  which is then  "skinned"
with a customized, unique look and feel of each particular profession, community
or interest  group.  In addition to planning for the  development  and launch of
thousands of social networking websites, itLinkz is currently examining the most
expeditious  and  profitable  manner in which to present this  technology to the
thousands of business  communities that could make use of itLinkz' expertise and
knowledge.  Since itLinkz's  websites are being designed to be hosted separately
from each  other,  itLinkz  will be hosting  the  websites  on a  geographically
diverse set of hosting providers. This will provide basic defense against a site
wide  disaster.  In  addition,  a contract  will be signed with an  availability
services  vendor to provide a disaster  recovery  site to quickly  restore sites
that may experience a disaster  scenario.  Initial  websites will be hosted at a
Class-A hosting provider located near itLinkz' headquarters. itLinkz has entered
into a three year  contract  with this  hosting  provider  to  provide  Internet
connectivity,  system/network  administration  and server  leasing.  All hosting
provider contracts will provide the ability to quickly scale to meet the demands
of the websites it hosts.

Initially,   and  to  quickly  generate   revenues,   itLinkz  has  developed  a
first-to-market  commercial opportunity for advertisers,  marketers and business
operators.  Through its websites, itLinkz offers access to consumers and patrons
within tightly-defined  demographic profiles and with shared interests.  itLinkz
is developing and launching 500 separate and specific social  networking  online
communities. Each website is focused on one common interest (profession,  hobby,
leisure,  current events,  industry or geographic area). In doing so, itLinkz is
positioning  itself as a premier  provider to advertisers  and marketers who, by
advertising their products on itLinkz,  have targeted demographic websites where
they can reach consumers  predisposed to favorably  receive their message and to
tap the collective knowledge of that community.  This will allow advertisers and
marketers  to refine  their  sales and  marketing  process to a degree that will
likely provide the advertiser an effective revenue stream,  while monitoring the
progress  of  different  advertising   campaigns.   itLinkz'  technology  offers
possibilities  for  other  user  generated  applications  such  as  providing  a
sophisticated web based communication tool for businesses and organizations.

itLinkz management  believes it is poised for significant growth with the launch
of the new online social and business  networking sites it is developing.  Plans
have been put into  operation  for a launch in the  near-term of the first seven
itLinkz websites.

The Company  recognizes  that marketing will play a critical role in the success
of this enterprise and is committed to developing an aggressive yet professional
multi-dimensional  promotional effort to launch each web community.  The primary
goals of itLinkz marketing efforts will be to:

         *    Build awareness
         *    Establish significant member community
         *    Promote participation and interaction
         *    Attract large scale  advertisers and markets who will advertise on
              itLinkz websites

The key metric will be attracting significant numbers of people to join the site
and encouraging them to spend time  participating  and contributing  within each
itLinkz web community. To insure that there is sufficient awareness to stimulate
and drive  traffic to the  websites  and  encourage  registration,  itLinkz will
assertively  employ  traditional and innovative  promotional  tactics.  To reach
these objectives,  itLinkz has contracted with professional marketing and public
relations firms that have demonstrated the ability to provide marketing insights
and expertise that drives results in the new Web 2.0  environment.  For example,
itLinkz  has  engaged  a  California-based  marketing  communications  firm with
extensive  brand  development  experience and strong creative  credentials.  The
Company  has  also  partnered  with a highly  respected  group  specializing  in
Internet strategies and interactive solutions.

Employees

As of January 2, 2007, the Company employed 10 full-time employees.  None of the
Company's  employees are represented by a labor union. The Company considers its
employee relations to be good.

Item 2. Description of Properties

The Company's principal executive and administrative offices are located at 1800
Fruitville  Pike in  Lancaster,  Pennsylvania.  This facility is leased from FHP

                                       3
<PAGE>

Partnership for a term that will expire on September 1, 2011. The monthly rental
paid by the Company is $6,246.  The Company  believes  that its  properties  are
adequate for the Company's business for the foreseeable future.

Item 3. 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 had 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.  The Company's  complaint provided that the
Company delivered the PhotoScreeners to LensCrafters, but LensCrafters failed to
meet its promotional  and marketing  commitments.  The Complaint  asserted legal
claims for breach of contract by LensCrafters,  for  misrepresentation and fraud
by LensCrafters,  and for intentional  interference  with contract by Luxottica.
LensCrafters  moved to refer the case to arbitration.  The case was moved to the
American Aribitration Association in Cincinnati,  OH where it was heard on March
8, 2005. The American Arbitration  Association ruled in favor of the Company and
an award was made for $15.6 million  during the fiscal year ended June 30, 2005.
After payment of legal fees and expenses,  including the payment to its Chairman
described  in the next  paragraph,  the Company  received  net  proceeds of $4.8
million from the award.

As of January 1, 2000, the Company entered into an Agreement with Growth Capital
Resources,  a company  affiliated  with  Jeremy  Feakins,  Medical  Technology's
Chairman and Chief Executive Officer. Growth Capital Resources agreed to provide
litigation   management   services  with  regard  to  the  proceedings   against
LensCrafters  et al;  and to  pay or  advance  all  attorney's  fees  and  other
litigation costs incurred by the Company to pursue this litigation.  No costs or
expenses were to be reimbursed in the event the litigation is  unsuccessful.  On
January  6, 2003,  the  Agreement  was  amended to  incorporate  the  litigation
management  of all  of the  ongoing  litigation.  In  return  for  assuming  the
additional  litigation,  the  Company  agreed  to  reimburse  35% of  the  gross
judgment,  award or settlement  from the  LensCrafters  litigation and all costs
associated  with managing it to the affiliated  company.  Accordingly,  from the
proceeds of the  LensCrafters  judgment,  $5,460,000  was paid to Growth Capital
Resources.

In 2000, the Company and Steridyne Corporation were named defendants in a breach
of contract  litigation  relating to the asset  purchase  agreement with Florida
Medical  Industries  ("FMI").  On September 11, 2002, the Circuit Court for Lake
County,  FL, ruled against the Company and Steridyne  which resulted in an award
to FMI in the amount of  $866,457.  The  judgment  was  appealed and resolved on
January 8, 2003 in favor of FMI. As a result,  the award began accruing interest
of 9% per annum on  $658,294  of the award and 6% per annum on  $208,163  of the
award. The amounts including accrued interest were paid from the proceeds of the
LensCrafters settlement on July 25, 2005, and totaled $1,061,737.

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

None.






                                       4
<PAGE>

                                    PART II.

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer's Purchase of Equity Securities

At  the  close  of  business  on  December  4,  2001,  the  Company  affected  a
one-for-twenty-five  reverse stock split as approved by the  Company's  Board of
Directors.  Prior to the split, the Company was authorized to issue  700,000,000
shares of common stock. The authorized  shares were reduced in proportion to the
stock split so that after the reverse stock split, the authorized  capital stock
of the Company was 28,000,000  shares of common stock.  All common stock and per
share data included in these consolidated  financial statements and accompanying
footnotes has been restated to give effect to the reverse stock split.

The following  table sets forth the range of the high and low bid prices for the
common stock during the periods indicated,  and represents  interdealer  prices,
which do not include retail  mark-ups and  mark-downs,  or any commission to the
broker-dealer, and may not necessarily represent actual transactions. All prices
have been adjusted to reflect the reverse stock split on December 4, 2001.

--------------------------------------------------------------------------------
Quarter Ending        High     Low     Quarter Ending       High        Low
--------------------------------------------------------------------------------
September 30, 2002    $.08     $.00    September 30, 2001   $.04        $.03
--------------------------------------------------------------------------------
December 31, 2002      .08      .00    December 31, 2001     .04         .01
--------------------------------------------------------------------------------
March 31, 2003         .05      .00    March 31, 2002        .90         .76
--------------------------------------------------------------------------------
June 30, 2003          .09      .00    June 30, 2002         .72         .19
--------------------------------------------------------------------------------

As of June 30,  2003,  there were  approximately  720  record  holders of common
stock.  Such  amounts do not include  common stock held in "nominee" or "street"
name.

The Company has not paid cash dividends on its common stock since its inception.
At the present time, the Company's  anticipated working capital requirements are
such that it intends to follow a policy of  retaining  any  earnings in order to
finance the development of its business.

Item 6. Management's Discussion and Analysis or Plan of Operation

This analysis  should be read in  conjunction  with the  consolidated  financial
statements and notes thereto.

This Form 10-KSB includes "forward looking statements"  concerning the future of
operations of the Company.  It is  management's  intent to take advantage of the
"safe harbor" provision of the Private Securities Litigation Reform Act of 1995.
This  statement  is for the  express  purpose  of  availing  the  Company of the
protections of such safe harbor with respect to all "forward looking statements"
contained in this Form 10-KSB.  We have used  "forward  looking  statements"  to
discuss  future plans and  strategies  of the Company.  Management's  ability to
predict results or the effect of future plans is inherently  uncertain.  Factors
that could affect results  include,  without  limitation,  competitive  factors,
general economic conditions, customer relations, relationships with vendors, the
interest rate environment, governmental regulation and supervision, seasonality,
distribution networks, product introductions,  acceptance, technological change,
changes in industry  practices  and one-time  events.  These  factors  should be
considered when evaluating the "forward  looking  statements" and undue reliance
should not be placed on such  statements.  Should any one or more of these risks
or  uncertainties  materialize,  or  should  any  underlying  assumptions  prove
incorrect, actual results may vary materially from those described herein.


                                       5
<PAGE>

Agreement in Lieu of Foreclosure

On August 30, 2002,  the Company's  Board of Directors  unanimously  approved an
Agreement in Lieu of Foreclosure  ("Agreement")  between (a) the Company and its
subsidiaries as Debtors and (b) Polycrest Holdings, Inc. as Creditor.  Polycrest
Holdings,  Inc. is owned by Jeremy  Feakins,  our Chief Executive  Officer,  and
James Howson,  a shareholder  of Medical  Technology.  The Board of Directors of
each of the Company's subsidiaries likewise approved the Agreement.

The  Agreement  provided  that the  transaction  would not close unless  certain
conditions  were  satisfied,  including the receipt by the Company of a fairness
opinion from an  independent  accounting  firm that concluded that the Agreement
was fair to the Company and to its  shareholders.  The Company has  received the
fairness  opinion  which is filed on Form 8-K on October 15, 2002 and has closed
the transaction.

The  fairness  opinion  concluded  that the Company and its  subsidiaries  had a
negative net asset value and that,  therefore,  the  transaction  transferring a
substantial  part of the assets in return for the release of security  interests
and the  assumption  of a  substantial  part of the  liabilities  while  leaving
substantial  assets in the Company would be fair from a financial  point of view
to the Company and to its shareholders.

The  Agreement  transferred  the assets of the Company and its  subsidiaries  to
Polycrest Holdings, Inc., except for (a) certain technology that was retained by
the Company, part of which it licensed to Polycrest Holdings, Inc. in return for
royalties from the sale of IVD products,  and (b) the Company's contingent asset
related  to the  anticipated  settlement,  award or  judgment  in the  Company's
litigation against LensCrafters, Inc. and Luxottica Group S.p.A. This contingent
asset was subject to payment of attorney's  fees and a fee for managing the case
and advancing the costs and expenses incurred in the litigation.

The Agreement transferred the liabilities of the Company and its subsidiaries to
Polycrest  Holdings,  Inc. The Company retained certain contingent  liabilities,
the Company's lease of its headquarters  building, its employment agreement with
the Chairman and Chief Executive Officer and contingent  liabilities  associated
with the various litigation matters.

The Agreement  released the Company and its  subsidiaries  from all  liabilities
related to funds and services  that had been  advanced by the Chairman and Chief
Executive Officer and parties related to him as well as the security  agreements
that covered those  liabilities.  The Chairman and Chief  Executive  Officer and
parties  related to him had loaned money to the Company and had  advanced  funds
and services for the benefit of the Company and its subsidiaries, beginning with
the  loan of  $1,000,000  on  January  21,  2000.  The  Board of  Directors  had
authorized  the  Company to obtain the loan and the  advances  and to enter into
security agreements,  dated August 7, 2002, to secure the advances. The security
agreements related back to all advances of funds and services that were provided
to the  Company  and its  subsidiaries  before that date but did not include the
loan of January 21, 2000, which had been paid off in part.

Because the Company's inability to repay the advances,  Polycrest Holdings, Inc.
was entitled to foreclose on the assets of the Company and its  subsidiaries but
instead  settled  the  potential   foreclosure  actions  by  entering  into  the
Agreement.  The date of the Agreement is September 6, 2002, to reflect the onset
of the closing process, which was completed over the following thirty days.


                                       6
<PAGE>

Results of Operations

Fiscal Year Ended June 30, 2003 as Compared to June 30, 2002

Revenues for the year ended June 30, 2003 were $549,186,  compared to $3,024,688
for the  comparable  period in fiscal 2002,  or a decrease of $2,475,502 or 82%.
Revenues  for  Steridyne  Corporation  for the year  ended  June 30,  2003  were
$398,674  compared to $2,822,078 for a decrease of $2,423,404 or 86%. This sales
decrease results from the ceasing of operations on September 30, 2002.  Revenues
for Medical Technology for the year ended June 30, 2003were $150,513 compared to
$202,610 for a decrease of $52,097 or 56%. This sales decrease resulted from the
ceasing of operations on September 30, 2002.

Gross  profit  for the  year  ended  June  30,  2003 was  $263,479  compared  to
$1,237,184 for the  comparable  period in fiscal 2002, or a decrease of $973,705
or 79%. This  decrease  resulted from the ceasing of operations on September 30,
2002.

Operating expenses during the year ended June 30, 2003 were $1,044,699, compared
to  $5,320,753  for fiscal year 2002,  or a decrease of  $4,276,054 or 80%. This
decrease in operating expenses can be attributed to the ceasing of operations on
September  30,  2002.  Interest  expense,  net was $43,062 and $80,692 for years
ended June 30, 2003 and 2002, respectively or a decrease of $37,630 or 47%. This
decrease is due to the ceasing of operations in September 2002.

Liquidity and Capital Resources

At June 30,  2003,  the Company had cash of $0 and  working  capital  deficit of
($53,625)  as compared  to $3,342 and  ($1,281,994),  respectively,  at June 30,
2002.  This  increase in the working  capital is primarily  due to the Company's
ceasing operations on September 30, 2002.

From June 30,  2002 until we received  the  LensCrafters  judgment in 2005,  our
operations  were  funded  by  Growth  Capital  Resources,  an  affiliate  of our
Chairman.  As of January 1, 2000, the Company had entered into an Agreement with
Growth Capital Resources to provide litigation  management  services with regard
to the  proceedings  against  LensCrafters  et al;  and  to pay or  advance  all
attorney's  fees and other  litigation  costs  incurred by the Company to pursue
this  litigation.  No costs or expenses  were to be  reimbursed in the event the
litigation  is  unsuccessful.  On January 6, 2003,  the Agreement was amended to
incorporate  the  litigation  management  of all of the current  litigation.  In
return for assuming the additional  litigation,  the Company agreed to reimburse
35% of the gross judgment,  award or settlement from the LensCrafters litigation
and all costs associated with managing it to the affiliated company.

On June 30, 2005 we received a $15.6 million  judgment from  LensCrafters.  From
that sum we paid:

         $5,357,022_ to our attorneys;
         $5,460,000_ to Growth Capital Resources;
         $3,268,388_ to settle outstanding liabilities.

The remaining  $1,541,213  is being  applied to the expenses of  initiating  the
operations of the itLinkz business. At December 31, 2006 we had $651,089 in cash
and cash equivalents and $1,498,900 in debts.


                                       7
<PAGE>

Item 7. Financial Statements

Index to Consolidated Financial Statements

                                                                          Page
                                                                          -----
Report of independent registered public accounting firm for
      the years ended June 30, 2003 and 2002                                 9

Consolidated balance sheets as of June 30, 2003 and 2002                    10

Consolidated statements of operations for the years ended
      June 30, 2003 and 2002                                                11

Consolidated statements of changes in stockholders' deficit
      for the years ended June 30, 2003 and 2002                            12

Consolidated statements of cash flows for the years ended
      June 30, 2003 and 2002                                                13

Notes to consolidated financial statements                                  14


















                                       8
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Medical Technology & Innovations, Inc. and Subsidiaries
Lancaster, Pennsylvania


         We have audited the accompanying consolidated balance sheets of Medical
Technology & Innovations,  Inc. and Subsidiaries  (the "Company") as of June 30,
2003 and 2002 and the related consolidated statements of operations,  changes in
stockholders'   deficit  and  cash  flows  for  the  years  then  ended.   These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

         We conducted our audits in accordance  with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audits included consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present  fairly,  in all material  respects,  the financial  position of Medical
Technology & Innovations, Inc. and Subsidiaries as of June 30, 2003 and 2002 and
the results of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

         Our audit was  conducted  for the  purpose of forming an opinion on the
basic  financial  statements  taken as a whole.  The  accompanying  consolidated
financial  statements have been prepared assuming that the Company will continue
as a going  concern.  As  discussed  in Note  17 to the  consolidated  financial
statements,  the Company has suffered recurring losses from operations and has a
net working capital deficit that raises  substantial  doubt about its ability to
continue as a going concern.  Management's  plans in regard to those matters are
also described in Note 17. The consolidated  financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


/s/ Stegman & Company
---------------------
Baltimore, Maryland
December 20, 2006


                                       9
<PAGE>

                    Medical Technology and Innovations, Inc.
                           Consolidated Balance Sheets
                          As of June 30, 2003 and 2002


                                     Assets
                                     ------
                                                       2003            2002
                                                   -------------  -------------

Current Assets:
     Cash                                          $           -  $       3,342
     Accounts Receivable, less allowances
       of $0 and $141,751, respectively                        -        209,110
     Inventory                                                 -        369,969
     Prepaid Expenses                                          -         26,147
                                                   -------------  -------------
       Total Current Assets                                    -        608,568

Property and Equipment:
     Plant, Equipment and other                                -        752,241
     Less Accumulated Depreciation                             -       (695,752)
                                                   -------------  -------------
     Property and Equipment, net                               -         56,489
                                                   -------------  -------------
Other Assets:
     Goodwill, Net of accumulated
       amortization of $0 and $942,975,
       respectively                                            -      1,332,978
     Other Intangible Assets, Net of
       accumulated amortization of $0
       and $427,862, respectively                              -        131,755
                                                   -------------  -------------


Total Assets                                       $           -  $   2,129,790
                                                   =============  =============


                     Liabilities and Stockholders' Deficit
                     -------------------------------------

Current Liabilities:
     Accounts payable                              $           -  $     553,911
     Accrued liabilities                                  83,625        768,103
     Current Maturities of Long-Term Debt                260,000        568,548
                                                   -------------  -------------
       Total current liabilities                         343,625      1,890,562

Long-Term Debt, Net of Current Maturities                125,000        125,000
Other Long-Term Liabilities                            1,464,630        911,033
                                                   -------------  -------------
Total Liabilities                                      1,933,255      2,926,595
                                                   -------------  -------------


Stockholders' Deficit
     Common stock, no par value, authorized
       28,000,000 shares, outstanding 6,837,904
       and 4,078,602 shares, respectively.            15,883,711     15,682,028
     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 (78,941 shares)            (436,799)      (436,799)
     Accumulated Deficit                             (17,402,667)   (16,064,534)
                                                   -------------  -------------
     Total Stockholders' Deficit                      (1,933,255)      (796,805)
                                                   -------------  -------------
Total Liabilities and Stockholders' Deficit        $           -  $   2,129,790
                                                   =============  =============


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


                                       10
<PAGE>

                    Medical Technology and Innovations, Inc.
                      Consolidated Statements of Operations
                   For the Years Ended June 30, 2003 and 2002


                                                        2003           2002
                                                   -------------  --------------


Revenues                                           $     549,186  $   3,024,688
Cost of Goods Sold                                       285,707      1,787,504
                                                   -------------  -------------
  Gross profit                                           263,479      1,237,184
                                                   -------------  -------------

Operating Expenses
  Advertising                                              2,207         21,716
  Selling, General, and Administrative                 1,042,492      5,320,753
                                                   -------------  -------------

  Total Operating Expenses                             1,044,699      5,342,469
                                                   -------------  -------------

Loss from Operations                                    (781,220)    (4,105,285)

  Loss - Agreement in Lieu of Foreclosure                513,854              -
  Interest Expense, Net                                   43,059         80,692
  Gain on sale of Property and equipment                       -        138,876

                                                   -------------  -------------
Net Loss                                           $  (1,338,133) $  (4,047,101)
                                                   =============  =============



Net Loss per common share
  (basic and diluted)                              $      (0.214) $      (1.411)
                                                   =============  =============

Weighted Average Outstanding Shares                    6,256,910      2,869,080
                                                   =============  =============





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


                                       11
<PAGE>

<TABLE>
<CAPTION>
                                         Medical Technology and Innovations, Inc.
                                Consolidated Statements of Changes in Stockholders' Deficit
                                        For the Years Ended June 30, 2003 and 2002



                                                        Series B
                                                       Convertible                                             Total
                               Common       Common      Preferred   Preferred    Treasury     Accumulated   Stockholders'
                               Shares        Stock        Stock      Stock       Stock         Deficit        Deficit
                              ---------  ------------  ----------  --------   ----------   -------------   --------------

<S>                           <C>        <C>           <C>         <C>        <C>          <C>             <C>
 Balance at July 1, 2001      1,672,560  $ 11,722,406  $1,596,000  $ 22,500   $ (436,799)  $ (12,017,433)  $    886,674
Stock Issued for
  Intangible Assets             157,000       135,700           -         -            -               -        135,700
Stock Issued for
  Services                    1,204,400     1,595,480           -         -            -               -      1,595,480
Conversion of Preferred
  Stock into common stock       412,200     1,596,000  (1,596,000)        -            -               -              -
Conversion of Loan into
  common stock                  632,442       632,442           -         -            -               -        632,442
Net Loss                              -             -           -         -            -      (4,047,101)    (4,047,101)
                              -----------------------------------------------------------------------------------------
 Balance at June 30, 2002     4,078,602    15,682,028           -    22,500     (436,799)    (16,064,534)      (796,805)
Stock Issued for Services     1,586,302       116,350           -         -            -               -        116,350
Conversion of Loan into
  common stock                1,173,000        85,333           -         -            -               -         85,333
Net Loss                              -             -           -         -            -      (1,338,133)    (1,338,133)
                              -----------------------------------------------------------------------------------------
 Balance at June 30, 2003     6,837,904  $ 15,883,711  $        -  $ 22,500   $ (436,799)  $ (17,402,667)  $ (1,933,255)
                              =========================================================================================












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


                                                           12
</TABLE>
<PAGE>
                    Medical Technology and Innovations, Inc.
                      Consolidated Statements of Cash Flows
                   For the Years Ended June 30, 2003 and 2002

                                                        2003           2002
                                                   -------------  --------------

Cash flows from operating activities
Net loss                                           $  (1,338,133) $  (4,047,101)
Adjustments to reconcile net loss to
   net cash used in
   operating activites:
     Depreciation and amortization                        35,496        268,768
     Gain on disposition of property
       and equipment                                           -       (138,876)
     Valuation adjustment on intangible
       assets                                                  -        547,535
     Loss on Agreement in Lieu of
       Foreclosure - Net of Cash Paid                    495,528              -
     Debt forgiveness                                          -       (215,646)
     Stock issued for  services                           85,333      1,731,180

  Changes in assets and liabilities

     Accounts Receivable - net                          (722,745)       197,848
     Inventories                                          11,034        150,301
     Other Current Assets                                 15,669         30,447
     Accounts Payable                                    127,189        255,454
     Other liabilities                                   601,522      1,191,306
     Accrued liabilities                                 553,597              -
                                                   -------------  --------------
Net cash used in operating activities                   (135,510)       (28,784)

Cash flows from investing activities:
     Purchase of Intangible Assets                       (31,960)       (11,642)
                                                   -------------  --------------

Net cash used in investing activities                    (31,960)       (11,642)

Cash flows from financing activities:
     Principal payments on long-term debt                (15,000)       (96,666)
     Proceeds from long-term debt                        179,128        125,000
                                                   -------------  --------------
Net cash provided by financing activities                164,128         28,334
                                                   -------------  --------------
Net decrease in cash                                      (3,342)       (12,092)
Cash at beginning of year                                  3,342         15,434
                                                   -------------  --------------
Cash at end of year                                $           -  $       3,342
                                                   =============  ==============

Noncash investing and financing transactions:
   Net proceeds from sale of property and
    equipment applied to long-term debt            $           -  $     594,264
                                                   =============  ==============

  Conversion of liabilities into common stock      $     116,350  $     632,442
                                                   =============  ==============

  Cash paid for interest                           $       8,788  $      72,387
                                                   =============  ==============


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


                                       13
<PAGE>

                    Medical Technology and Innovations, Inc.
                   Notes to Consolidated Financial Statements
                   For the Years Ended June 30, 2003 and 2002

1.       Summary of Significant Accounting Policies

         Organization.  Medical Technology & Innovations,  Inc., f/k/a Southstar
         Productions,  Inc. (the  "Company")  was  incorporated  in the state of
         Florida in January  1989.  Prior to  September  6,  2002,  the  Company
         operated  two  wholly-owned  subsidiaries,   Medical  Technology,  Inc.
         ("MTI") and Steridyne Corporation  ("Steridyne").  MTI was incorporated
         in the state of Iowa in April 1993 and  Steridyne was  incorporated  in
         the state of Florida in 1996.

         The Company  acquired control of MTI in October of 1995 under the terms
         of a Share Exchange Plan ("the Plan") with Southstar Productions,  Inc.
         ("Southstar").  On August 1, 1996 the Company  acquired  the net assets
         and the  right to the name of  Steridyne.  Effective  April 1, 1999 the
         Company  acquired  certain  key  operating  assets  of the  thermometer
         business of Florida Medical Corporation  ("Florida Medical"),  a former
         manufacturer   of  glass   thermometers   and  distributor  of  digital
         thermometers which then became a part of Steridyne.

         Prior to September 6, 2002, the Company  manufactured  and  distributed
         the PhotoScreener,  which is a specialized  Polaroid-type  instant film
         camera  designed to detect  conditions  that lead to  amblyopia  ("lazy
         eye")  and  other  eye  disorders.  Steridyne  was a  manufacturer  and
         distributor of thermometer  sheaths,  probe covers,  and anti-decubitus
         gel  cushions.  Steridyne  also  distributed  both  glass  and  digital
         thermometers.

         On  September  6, 2002,  the  Company  signed an  Agreement  in Lieu of
         Foreclosure with a company  affiliated with the Chief Executive Officer
         and  Chairman  of the  Board.  The  Agreement  in Lieu  of  Foreclosure
         transferred the assets of the Company and its subsidiaries to Polycrest
         Holdings,  Inc., except for (a) certain technology that was retained by
         the Company,  and (b) the  Company's  contingent  asset  related to the
         anticipated settlement,  award, or judgment in the Company's litigation
         against  LensCrafters,  Inc. and Luxottica  Group S.p.A.  The Agreement
         also transferred the liabilities of the Company and its subsidiaries to
         Polycrest Holdings,  Inc. except for (a) the contingent  liabilities of
         the  LensCrafters'  litigation,  (b) the  employment  agreement  of the
         Chairman  and  Chief  Executive  Officer,  and  (c)  the  lease  of its
         headquarters building.

         Between  September  6, 2002,  and July 27,  2005,  the  Company  ceased
         operations  except for liabilities  associated  with the  LensCrafters'
         litigation and the liabilities  associated with other  litigation which
         the Company is a party to.

         On July 27, 2005,  the Company was awarded an award of $15.6 million in
         the LensCrafters'  litigation.  The Company has paid all legal expenses
         and  judgments and believes it is free of all  litigation.  The Company
         has re-purposed itself and is in the Social Website Developing.

         Principles of  Consolidation.  The  consolidated  financial  statements
         include the Company and its wholly-owned subsidiaries.  All significant
         intercompany items have been eliminated.

         Revenue  Recognition.  Revenue from product  sales is recognized at the
         time product is shipped and ownership is transferred to the customer.

         Inventories.  Inventories  are  stated at the lower of cost or  market,
         with cost determined under the first-in, first-out (FIFO) method.

                                       14
<PAGE>

         Property and  Equipment.  Property and equipment is stated on the basis
         of  cost  less  accumulated  depreciation.  The  Company  provides  for
         depreciation  over the estimated useful lives of property and equipment
         using the straight-line method.

         Intangible  Assets. In 2001, the Financial  Accounting  Standards Board
         (or FASB) issued SFAS No. 142, "Goodwill and Other Intangible  Assets."
         SFAS No.  142,  among  other  things,  prohibits  the  amortization  of
         existing goodwill and certain other intangible assets and establishes a
         new  method  of  testing  goodwill  for  impairment.  SFAS  No.  142 is
         effective  for the year ended June 30,  2003 for Medical  Technology  &
         Innovations,  Inc. For the fiscal year 2002, the Company had intangible
         assets which consisted  primarily of goodwill of $2,275,953  associated
         with the  acquisition  of  Steridyne  which  was being  amortized  over
         fourteen  years and patents  which were  amortized  on a  straight-line
         basis over their estimated remaining lives. Accumulated amortization on
         goodwill totaled $942,975 at June 30, 2002. Accumulated amortization on
         other intangible  assets totaled $427,862 at June 30, 2002. As a result
         of the  Agreement  in  Lieu  of  Foreclosure,  all  intangible  assets,
         including  goodwill,  were either  transferred or fully expensed in the
         year ended June 30, 2003.

         Income Taxes.  Deferred income taxes are provided on a liability method
         whereby  deferred tax assets are recognized  for  deductible  temporary
         differences  and  operating  loss  and  tax  credit  carryforwards  and
         deferred  tax   liabilities   are  recognized  for  taxable   temporary
         difference.  Temporary  differences  are the  differences  between  the
         reported  amounts  of assets  and  liabilities  and  their  tax  bases.
         Deferred tax assets are reduced by a valuation  allowance  when, in the
         opinion of management,  it is more likely than not that some portion or
         all of the  deferred  tax assets  will not be  realized.  Deferred  tax
         assets and  liabilities  are adjusted for the effects of changes in tax
         laws and rates on the date of enactment.

         Advertising.  Advertising costs are expensed as incurred.

         Estimates.  The preparation of financial  statements in conformity with
         U.S. generally accepted  accounting  principles  requires management to
         make  estimates  and  assumptions  that affect the reported  amounts of
         assets  and  liabilities  and  disclosure  of  contingent   assets  and
         liabilities  at the date of the financial  statements  and the reported
         amounts of revenues and expenses  during the reporting  period.  Actual
         results could differ from those estimates.

         Long-Lived  Assets.  Long-lived assets to be held and used are reviewed
         for impairment  whenever  events or changes in  circumstances  indicate
         that the related carrying amount may not be recoverable. When required,
         impairment losses on assets to be held and used are recognized based on
         the fair value of the asset and long-lived assets to be disposed of are
         reported  at the lower of  carrying  amount or fair  value less cost to
         sell.  Impairment losses are recognized when the aggregated future cash
         inflows (less  outflows) to be generated by an asset,  are less than an
         asset's carrying value.  Future cash inflows include an estimate of the
         proceeds from eventual  disposition of the assets. For purposes of this
         comparison, future cash flows are determined without reference to their
         discounted  present  value.  Management  believes  that  the  Company's
         projected results of future operations, the period of the forecasts and
         the trend of the results over the forecast period are its best estimate
         and are indicative that the carrying value of long-lived  assets is not
         impaired.

         Net Loss Per Common Share.  Basic and diluted net loss per common share
         was computed by dividing net loss  attributable to common  stockholders
         by the weighted  average  number of shares of common stock  outstanding
         during each  period.  The impact of common stock  equivalents  has been
         excluded  from  the  computation  of  weighted  average  common  shares
         outstanding, as the effect would be antidilutive.

                                       15
<PAGE>

2.       Inventories.  Inventories consisted of  the following at  June 30, 2003
         and 2002:
                                                       2003            2002
                                                   -------------  --------------
             Raw materials                         $          -   $     339,594
             Work in process                                  -               -
             Finished goods                                   -          30,375
                                                   -------------  --------------
                                                   $          -   $     369,969
                                                   =============  ==============

3.       Property  and  Equipment.   Property  and  equipment  consisted  of the
         following at June 30, 2003 and 2002:

                                                       2003            2002
                                                   -------------  --------------
             Plant & Equipment                     $           -  $     459,239
             Land                                              -              -
             Computer equipment and software                   -        177,414
             Furniture and fixtures                            -        115,588
                                                   -------------  -------------
                                                               -        752,241
             Less: Accumulated Depreciation                    -       (695,752)
                                                   -------------  -------------
                                                   $           -  $      56,489
                                                   =============  =============

4.       Long-Term Debt.  Long-Term Debt consisted  of the following at June 30,
         2003 and 2002:
                                                       2003            2002
                                                   -------------  --------------

         15% note due July 2002, principal and     $      32,752  $      28,624
         interest payable monthly secured by
         substantially all of the assets of a
         subsidiary of the Company and guaranteed
         by the Company's Chief Executive
         Officer and major stockholder

         15% note due July 2002, principal and            67,248         67,248
         interest payable monthly secured by
         substantially all of the assets of a
         subsidiary of the Company and guaranteed
         by the Company's Chief Executive Officer
         and major stockholder

         10.0% convertible note, due March 2001,               -         82,900
         interest payable quarterly

         10.0% convertible note, due March 2002,               -         82,900
         interest payable quarterly

         Revolving $235,000 credit line, due on                -        235,000
         demand, interest payable monthly at
         10.5%, facility guaranteed by the
         Company's Chief Executive Officer and
         secured by certain of his personal
         assets

         10% note, principal and interest payable        100,000        100,000
         quarterly, unsecured

         3% note, due February 2005, principal            25,000         25,000
         and interest payable quarterly,
         unsecured

         Unsecured notes payable, due various            160,000         71,876
         dates, interest payable at various
         rates from 0% to 10%
                                                   -------------  --------------
         Total long-term debt                      $     385,000  $     693,548
                                                   -------------  --------------
         Less: amounts due in one year                  (260,000)      (568,548)
                                                   -------------  --------------
         Long-term Debt, net of current            $     125,000  $     125,000
         maturities                                =============  ==============



                                       16
<PAGE>

         The amount of long-term  debt  maturing in each of the next five fiscal
         years is $260,000 in 2004 and $125,000 in 2005.

5.       Lease Expense.  The Company leases various office space under operating
         lease agreements. Rent expense for the fiscal years ended June 30, 2003
         and 2002 amounted to $30,864 and $30,668  respectively.  Future minimum
         annual rentals for  subsequent  fiscal years are as follows at June 30,
         2003:
                                 Fiscal          Lease
                                  Year          Payments
                               ----------     -------------
                                  2004            9,000
                                  2005            9,000
                                  2006            9,000
                                  2007            4,500

6.       Income Taxes.  The Company did not incur any income tax expense for its
         fiscal  years ending June 30, 2003 and 2002,  respectively.  As of June
         30, 2003 the Company has  sustained  in excess of $16.5  million in net
         operating  losses  (NOLs) for tax  purposes.  These NOLs will expire in
         various  amounts if not utilized  between 2004 and 2016 and are subject
         to  limitations  should  the  ownership  of the  Company  significantly
         change.   The  deferred  tax  asset   resulting   from  the  above  NOL
         carryforwards  has not  been  recorded  in the  accompanying  financial
         statements.  Realization  of  deferred  tax  assets is  dependent  upon
         sufficient  future  taxable  income  during the period that  deductible
         temporary differences and carryforwards are expected to be available to
         reduce  taxable  income.  The  Company has not filed  various  required
         income tax returns and is in the process of preparing  these returns to
         comply with all applicable regulations.

7.       Royalty  Agreement.  The  Company  was  the  owner  of  a  patent  on a
         photoscreening  device from which MTI derived  substantially all of its
         revenues. The terms of the royalty agreement require the Company to pay
         a royalty to the inventor of seven percent (7.0%) of net  PhotoScreener
         sales.  The amount of royalties  accrued by the Company was $0 and $939
         for its fiscal years ending June 30, 2003 and 2002, respectively, under
         this agreement.

         In  accordance  with the terms of the purchase  agreement  with Florida
         Medical  Corporation,  the  Company  and the  former  owner of  Florida
         Medical  Corporation  agreed to share equally in the profits  resulting
         from  the  Company's   thermometer  sales  to  former  Florida  Medical
         customers.  Accordingly,  the Company  has  accrued  $30,000 of royalty
         expense  at June 30,  2003 due to the former  owner of Florida  Medical
         Corporation.

8.       Preferred  Stock. The $1,000 par value  convertible  preferred stock is
         convertible into 599 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.  There was
         no  accretion  as of June 30, 2003 and 2002,  respectively,  and is not
         reflected in the Company  balance  sheets.  Management made an offer in
         July of 2001 to the  Series B  Preferred  Stockholders  to redeem  each
         share for $400 in cash and 1,800 shares of the Company's  common stock.
         In accordance  with this  transaction,  the Company has issued  412,200
         shares  of  its  common   stock  to  the  former   Series  B  Preferred
         Stockholders. The cash portion of the redemption amount was $106,400.

         The Company has reported that there are no shares of Series A Preferred
         Stock  outstanding  as of June 30, 2003.  The Company has also reported
         that,  as of June 30,  2003  there are no shares of Series B  Preferred
         stock outstanding.

9.       Stock Options Plans. In April 1996 the Company's  shareholders approved
         the 1996 Stock  Option  Plan,  which  allows the Board of  Directors to
         grant up to 120,000 options.  No options have been granted since fiscal
         2000. All options have been fully vested since fiscal 2001. All options
         expire during fiscal 2005.

                                       17
<PAGE>

         The following is a summary of stock option  transactions  for the years
         ended June 30, 2003:
                                                                    Weighted
                                                                  Avg. Exercise
                                                     2003            Price
                                                 --------------   -------------
         Outstanding, beginning of year                 53,066     $      6.25
         Options granted                                     -               -
         Options exercised                                   -               -
         Options cancelled                                (266)           6.25
                                                 --------------   -------------
         Outstanding, end of year                       52,800            6.25
                                                 ==============   =============
         Exercisable, end of year                       52,800     $      6.25
                                                 ==============   =============

10.      Warrants.  At June 30, 2003,  the Company has warrants  outstanding  to
         purchase  155,000 shares of its common stock in connection with various
         services  provided to the  Company.  The strike  price of the  warrants
         varies with 50,000  issued at a strike price of $.75 per share,  50,000
         warrants  issued at a strike  price of $.50 per share and 50,000 with a
         strike price of $.001 per share.  The remaining  warrants issued during
         fiscal  2002 have a strike  price equal to the lesser of $1.00 or a 15%
         discount  off of the  bid  price  of the  common  stock.  Of the  total
         warrants  outstanding  at June 30,  2003,  100,000  warrants  expire on
         December  31,  2003,  5,000  warrants  on  January  1, 2004 and  50,000
         warrants on March 10, 2005.

11.      Related   Party   Transactions.   The  Company  and  its   wholly-owned
         subsidiaries have had transactions  with various  entities,  certain of
         whose principals are also officers or directors of the Company or MTI.

         In September 2001, the Company sold, and subsequently  leased back, its
         land and building located in Riviera Beach, Florida to a partnership of
         which the  Chairman  and Chief  Executive  Officer  is a  partner.  The
         $600,000  selling  price for the realty was  determined  pursuant to an
         appraisal performed by an independent third party real estate appraisal
         firm located in the Riviera Beach area. The  associated  monthly rental
         the  Company is paying was also  determined  from the same real  estate
         appraisal report used to establish the fair market selling price.  This
         lease was transferred as part of the Agreement in Lieu of Foreclosure.

         During fiscal 2003, the Company  accrued wages payable to the Company's
         Chairman and Chief  Executive  Officer  amounting to $46,875  which was
         included on the Balance Sheet as of June 30, 2003.

         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 regard to the proceedings
         against  LensCrafters  et al; and to pay or advance all attorneys' fees
         and other  litigation  costs  incurred  by the  Company to pursue  this
         litigation.  No costs or expenses  will be  reimbursed in the event the
         litigation  is  unsuccessful.  On January 6, 2003,  the  Agreement  was
         amended to incorporate the litigation  management of all of the current
         litigation.  In return for  assuming  the  additional  litigation,  the
         Company  agreed  to  reimburse  35% of the  gross  judgment,  award  or
         settlement from the  LensCrafters  litigation and all costs  associated
         with managing it to the affiliated company.


                                       18
<PAGE>

12.      Fair Value of Financial  Instruments.  The estimated fair values of the
         Company's  financial  instruments  as of June 30,  2003 and 2002 are as
         follows:

                                         2003                    2002
                                  -------------------   -----------------------
                                  Carrying     Fair      Carrying        Fair
                                   Amount     Value       Amount        Value

         Accounts Receivable      $      -   $      -   $  209,110   $   209,110
         Accounts Payable                -          -      553,911       553,911
         Accrued Expenses           53,625     53,625      768,103       768,103
         Long-term Debt            385,000    385,000      693,548       693,548

         The estimated  fair value of long-term debt  approximates  the carrying
         amount  based  upon the  borrowing  rates  currently  available  to the
         Company for loans with similar terms and maturities.  The fair value of
         accounts   receivable,   accounts   payable,   and   accrued   expenses
         approximates their carrying amount.

13.      Reverse  Stock Split.  At the close of business  December 4, 2001,  the
         Company affected a one-for-twenty-five  reverse stock split as approved
         by the Company's Board of Directors. Prior to the split the Company was
         authorized to issue 700,000,000  shares of common stock. The authorized
         shares were reduced in  proportion to the stock split so that after the
         reverse stock split,  the  authorized  capital stock of the Company was
         28,000,000  shares of common stock. All common stock and per share data
         included in these  consolidated  financial  statements and accompanying
         footnotes has been restated to give effect to the reverse stock split.

14.      Major Customers.  For the fiscal years ended June 30, 2003 and 2002 the
         Company  had no major  customer  that  accounted  for more  than 10% of
         sales.




                                       19
<PAGE>

15.      Industry  Segments.  Statements of Financial  Accounting  Standards No.
         131,   "Disclosures   about  Segments  of  an  Enterprise  and  Related
         Information", require 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.

                             Medical
                           Technology,    Steridyne
       Fiscal 2003             Inc.      Corporation   Corporate       Total
       -----------       -------------------------------------------------------

Revenues                  $   150,513     $ 398,674  $         -    $   549,187
Operating Income (Loss)      (126,680)        2,742     (657,282)      (781,220)
Net Interest Expense           42,976            83            -         43,059
Net Income (Loss)            (169,656)        2,659   (1,171,136)    (1,338,133)
Depreciation and
  amortization                      -        35,496            -         35,496

                             Medical
                           Technology,    Steridyne
       Fiscal 2002             Inc.      Corporation   Corporate       Total
       -----------       -------------------------------------------------------

Revenues                  $   202,610    $2,822,078  $         -    $ 3,024,688
Operating Loss             (1,874,340)      (75,689)  (2,155,256)    (4,105,285)
Net Interest Expense           55,351        25,341            -         80,692
Net Income Loss            (1,929,691)     (101,030)  (2,155,256)    (4,185,977)
Assets                        113,825     2,006,197        9,768      2,129,790
Depreciation and
  amortization                      -       268,768            -        268,768

16.      Contingent Liabilities.  On September 6, 2002, the Company entered into
         an Agreement in Lieu of  Foreclosure  with a company that is affiliated
         with  the  Chairman  and  Chief   Executive   Officer.   The  agreement
         transferred  the  liabilities  of the Company and its  subsidiaries  to
         Polycrest Holdings,  Inc., including contingent  liabilities related to
         litigation   matters.   The   Company   retained   certain   contingent
         liabilities,  The Company's  lease of its  headquarters  building,  its
         employment  agreement with the Chairman and Chief Executive Officer and
         contingent  liabilities associated with the various litigation matters.
         As of June 30, 2003 and 2002,  the Company has accrued  $1,464,630  and
         $911,033, respectively,  related to these contingent liabilities, which
         consist primarily of the $866,457 due to Florida Medical Industries and
         amounts due the Chairman and CEO.

17.      Going Concern. The accompanying  consolidated financial statements have
         been  prepared  assuming  that the Company will  continue  with a going
         concern.  The Company has suffered recurring losses from operations and
         has a net working capital deficit that raises  substantial  doubt about
         its ability to that the Company will continue as a going  concern.  The
         consolidated  financial  statements do not include any adjustments that
         might result from the outcome of this uncertainty.

         In view of these matters,  realization of a major portion of the assets
         in the  accompanying  consolidated  balance  sheet  is  dependent  upon
         continued  operations of the Company,  which in turn is dependent  upon
         the  Company's  ability  to meet  its  financing  requirements  and the
         success of its future operations. The Company entered into an Agreement
         in Lieu of  Foreclosure  on August 30,  2002 with a company  associated
         with the Chief  Executive  Officer and  Chairman of the Board.  In that
         Agreement,  the associated company has been given all of the assets and
         substantially  all of the liabilities of the Company.  In June of 2006,
         an award was issued against  LensCrafters  and its affiliates for $15.6
         million and awarded to the Company.  Management  believes  that actions
         presently  being taken to revise the Company's  operating and financial
         requirements  will provide the  opportunity for the Company to continue
         as a going concern.



                                       20
<PAGE>

18.      Litigation  Matters.  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.  The  Company's
         complaint  provides that the Company  delivered the  PhotoScreeners  to
         LensCrafters,  but  LensCrafters has failed to meet its promotional and
         marketing commitments. The Complaint asserts legal claims for breach of
         contract  by   LensCrafters,   for   misrepresentation   and  fraud  by
         LensCrafters,   and  for  intentional  interference  with  contract  by
         Luxottica.  LensCrafters  moved to refer the case to  arbitration.  The
         case was moved to the American Aribitration  Association in Cincinnati,
         OH,  where it was heard on March 8,  2005.  The  American  Aribitration
         Association  ruled in favor of the  Company  and an award  was made for
         $15.6 million in the fiscal year ended June 30, 2005.

         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 regard to the proceedings
         against  LensCrafters  et al; and to pay or advance all attorneys' fees
         and other  litigation  costs  incurred  by the  Company to pursue  this
         litigation.   On  January  6,  2003,   the  Agreement  was  amended  to
         incorporate the litigation management of all of the current litigation.
         In return for assuming the additional litigation, the Company agreed to
         reimburse  35% of the  gross  judgment,  award or  settlement  from the
         LensCrafters  litigation and all costs  associated  with managing it to
         the affiliated company.

         In 2000, the Company and Steridyne Corporation were named defendants in
         a  breach  of  contract  litigation  relating  to  the  asset  purchase
         agreement of Florida Medical Industries ("FMI"). On September 11, 2002,
         the Circuit  Court for Lake County,  FL, ruled  against the Company and
         Steridyne  which resulted in an award to FMI in the amount of $866,457.
         The $866,457  liability  related to this litigation has been accrued at
         June 30,  2002.  The  judgment  was appealed and resolved on January 8,
         2003 in favor of FMI. As a result, the award began accruing interest of
         9% per annum on  $658,294  of the award and 6% per annum on $208,163 of
         the award.  The amounts  including  accrued interest were paid from the
         proceeds of the  LensCrafters  settlement on July 27, 2005, and totaled
         $1,061,737.

         The Company is also a party 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 8.  Changes  in  and  Disagreements  with   Accountants  on  Accounting and
Financial Disclosure

         See: Item 8 in Annual Report on Form 10-KSB for the year ended June 30,
2002.

Item 8A. Controls and Procedures

         Evaluation of Disclosure Controls and Procedures.  Jeremy Feakins,  our
Chief Executive  Officer,  and Jennifer  Herman,  our Chief  Financial  Officer,
carried  out  an  evaluation  of  the  effectiveness  of  Medical   Technology's
disclosure   controls  and   procedures  as  of  June  30,  2003.   Pursuant  to
Rule13a-15(e)  promulgated by the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934,  "disclosure controls and procedures" means
controls  and other  procedures  that are  designed to insure  that  information
required to be disclosed by Medical Technology in the reports that it files with
the Securities and Exchange  Commission is recorded,  processed,  summarized and
reported within the time limits specified in the Commission's rules. "Disclosure
controls and procedures"  include,  without limitation,  controls and procedures
designed to insure that information  Medical  Technology is required to disclose
in the reports it files with the Commission is accumulated  and  communicated to
our Chief Executive  Officer and Chief Financial Officer as appropriate to allow
timely decisions regarding required disclosure.  Based on their evaluation,  Mr.
Feakins and Ms. Herman concluded that Medical Technology's systems of disclosure
controls and  procedures  were not  effective as of June 30, 2003 because of the
weaknesses in our internal control over financial reporting discussed below.



                                       21
<PAGE>

In the  first  quarter  of the  fiscal  year  ended  June 30,  2003 the  Company
effectively ceased operations.  The Company has not made any of the required SEC
filings since filing it's Form 10-QSB for the three and nine month periods ended
March 31,  2002.  During  this  period  the  Company  lacked  both the staff and
financial  resources  to make  the  required  filings.  As a  result  there is a
material  weakness in the internal control over financial  reporting during this
period consisting  primarily of the lack of required SEC filings since the March
31, 2002 Form 10-QSB.  Additionally there were certain audit adjustments related
to the  valuation  of assets that were  disposed  of between  March 31, 2002 and
September  30,  2002  and to the  timing  of  recording  contingent  liabilities
directly related to the successful  outcome of the Company's  litigation against
LensCrafters, Inc.

In  August  2006  the  Company  hired a CFO to  begin  creating  the  supporting
accounting records needed to bring current the required SEC filings. The Company
is in the  process  of  establishing  the  appropriate  internal  controls  over
financial  reporting for periods going  forward.  This includes a new accounting
system and additional employees in the accounting area.

         Changes in Internal Controls.  There was no change in internal controls
over  financial  reporting (as defined in Rule 13a-15(f)  promulgated  under the
Securities  Exchange Act or 1934)  identified in connection  with the evaluation
described in the preceding  paragraph that occurred during Medical  Technology's
fourth  fiscal  quarter of 2003 that has  materially  affected or is  reasonably
likely to materially affect Medical Technology's internal control over financial
reporting.

Item 8B. Other Information

None.

                                    PART III.

Item 9.  Directors,  Executive   Officers,   Promoters   and  Control   Persons;
Compliance With Section 16(a) of the Exchange Act

The executive  officers and directors of the Company are identified in the table
below.

NAME                   POSITION WITH               DATE ELECTED             AGE
                          COMPANY                    DIRECTOR

Jeremy Feakins         Director, Chief              April 1996              53
                       Executive Officer

Michael Ragan          Executive Vice President,        --                  47
                       Technology & Operations

Jennifer Herman        Vice President - Finance         --                  30
                       Chief Financial Officer

BUSINESS EXPERIENCE

Mr.  Feakins was  originally  elected to the  Company's  board in April of 1996.
Since 1989, he has served as President of Medical Technology,  Inc. (MTI) and in
October  1995,  became  the  President  and Chief  Executive  Officer of Medical
Technology  &  Innovations,  Inc.  In  October  2004 Mr.  Feakins  founded  Care
Recruitment Solutions International,  Inc., which was engaged in the business of
international placement of nurses. Mr. Feakins served as Chief Executive Officer

                                       22
<PAGE>

of Care Recruitment  Solutions,  Inc. and its successor,  CRSI Group, Inc. until
August 2006, when it terminated its nurse placement operations.  He continues to
serve as a member  of the  Board  of  Directors  of  Caspian  International  Oil
Corporation (Pink Sheets: CIOC), which is the successor to CRSI Group, Inc. From
2002 until 2004 Mr. Feakins was also employed as a Managing  Member of Steridyne
Industries,  LLC., an importer of medical devices. Steridyne filed for a Chapter
7  liquidation  in  bankruptcy  in December  2004 after  Hurricanes  Francis and
Charley  damaged  Steridyne's  warehouse in Florida and destroyed its inventory.
Since 1995, Mr. Feakins has also served as Chairman of International  Investment
Partners,  Ltd. (Dublin,  Ireland), a venture capital and management  consulting
firm. From 1980 to 1986, he was the managing Director of Craft Master,  Limited,
a South African  corporation,  which was a manufacturer and exporter of point of
purchase  display  systems.  Mr.  Feakins  received his degree in accounting and
computer  studies  from the Royal  Naval  Secretarial  and  Accounting  College,
Chatham, Great Britain.

Mr,  Ragan  has  served  as the  Executive  Vice  President  of  Operations  and
Technology of Medical  Technology & Innovations,  Inc. since October 2006. Prior
to that,  he was the  Executive  Vice  President to the World Nurse Space,  Inc.
division.  Mr.  Ragan  has over 20 years  experience  leading  enterprise  level
technology initiatives for companies such as Tyco International and RR Donnelley
and Sons (NYSE:  RRD).  From 2001 until  2006,  he led a  professional  services
organization which provided technology  solutions for the Financial Services and
Healthcare  markets.  Mr. Ragan also served as the Chief  Technology  Officer at
Everybook, Inc., a high-tech startup company. Mr. Ragan has experience in global
business process re-engineering and is a certified professional project manager.
Mr. Ragan is a graduate of the Indiana University of Pennsylvania.

Ms.  Herman has served as the Chief  Financial  Officer of Medical  Technology &
Innovations, Inc. since August 2006. From 2003 until 2006, Ms. Herman worked for
a  corporation  in New York City where she was  instrumental  in  directing  the
reorganization  of a Sub-Prime  Auto Lending  business into a highly  successful
Corporate  Communications and Medical Education business (NYSE:  IDAI). Prior to
2003, Ms. Herman went to school  full-time for her Master's  Degree.  Ms. Herman
brings an  extensive  financial  management  background  and a great deal of SEC
reporting and  Sarbanes-Oxley  experience.  Ms. Herman  graduated  from Kutztown
University  with her Master's in Business  Administration  and Alvernia  College
with a double Bachelor's Degree in Accounting and Business Management.

Audit Committee; Compensation Committee

The Board of Directors  has not appointed an Audit  Committee or a  Compensation
Committee,  since  the Board has only one  member.  There is no audit  committee
financial  expert on the Board,  due to the fact that the Company's  business is
still in its development stage.

Code of Ethics

The Company does not have a written code of ethics  applicable  to its executive
officers.  The Board of  Directors  has not  adopted  a  written  code of ethics
because there are so few members of management.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers and directors,  and persons who own more than ten percent of its Common
Stock, to file reports of ownership and changes of ownership with the Securities
and Exchange Commission (SEC). Officers, directors, and greater than ten percent
stockholders  are required by SEC  regulation to furnish the Company with copies
of all ownership forms they file. No officer, director or 10 percent stockholder
failed to file a report required by Section 16(a) during the year ended June 30,
2003.

Item 10.  Executive Compensation

SUMMARY COMPENSATION TABLE

The following table sets forth  information  concerning the  compensation of the
Company's Executive Officers whose compensation exceeded $100,000 for the fiscal
years ending June 30, 2003, 2002 and 2001.


                                       23
<PAGE>

         -----------------------------------------------------------------
         Name and                            Annual
         Principal         Fiscal          Compensation         All Other
         Position (1)       Year             Salary           Compensation
         -----------------------------------------------------------------
         J. Feakins,        2003            $ 108,000                  -
         Chief
         Executive          2002            $ 108,000                  -
         Officer
                            2001            $       -            176,500
         -----------------------------------------------------------------


                         AGGREGATED OPTION EXERCISES IN
                       THE FISCAL YEAR ENDED JUNE 30, 2003
                        AND FISCAL YEAR END OPTION VALUES

--------------------------------------------------------------------------------
                                  No. of Shares of                 Value of
             No. of               Common Stock                     Unexercised
             Shares               Underlying                       in-the-money
             Acquired             Unexercised                      Options
             on         Value     Options @ Fiscal  Exercisable/   Exercisable/
Name         Exercise   Realized  Year End          Unexercisable  Unexercisable
--------------------------------------------------------------------------------
J. Feakins      -         -          24,000           24,000/0          -
--------------------------------------------------------------------------------
R. Ballheim     -         -          16,000           16,000/0          -
--------------------------------------------------------------------------------
G. Hartman      -         -          12,800           12,800/0          -
--------------------------------------------------------------------------------

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth  information  concerning all persons known to the
Company  to be the  beneficial  owners of more than 5% of the  Company's  Common
Stock,  (ii) the ownership  interest of each director and nominee,  and (iii) by
all directors and officers as a group calculated as of January 2, 2007.

NAME                                 AMOUNT AND NATURE          PERCENT OF
                                       OF BENEFICIAL             OWNERSHIP
                                        OWNERSHIP

Jeremy Feakins                           2,064,611(1)              30.2%

All Executive Directors                  1,464,334                 25.0%
and Officers as a Group
(3 persons)

Growth Capital Resources                   600,277                  8.8%

James Howson                             1,729,586                 25.3%

(1)    Includes 600,277 shares owned of record by Growth Capital Resources, LLC,
       of which Mr. Feakins is a control person.

Item 12.  Certain Relationships and Related Transactions

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  June  30,  2002  and  2001,  $0  and  $1,113,546,
respectively,  was  outstanding and included in the balance sheet as of the same
dates.  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 remaining forty-two (42) months of the loan, the Company
will  pay  principal,   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

                                       24
<PAGE>

of sixty  months.  The 12% note,  due January 21, 2005 was fully  repaid  during
Fiscal 2002 partly in cash,  partly from the receipt of the sales  proceeds less
the  mortgage  payoff of the  Company's  realty in Riviera  Beach,  Florida  and
finally from the issuance of common stock.  In September 2001, the Company sold,
and subsequently leased back, its land and building in Riviera Beach, Florida to
a partnership  of which the Chairman and Chief  Executive  Officer is a partner.
The  $600,000  selling  price  for the  realty  was  determined  pursuant  to an
appraisal  performed by an  independent  third party real estate  appraisal firm
located in Riviera Beach area.

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  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 that 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.

During fiscal 2002, the Company accrued consulting fees payable to the Company's
Chairman and Chief Executive Officer amounting to $108,000 which was included on
the Balance Sheet as of June 30, 2002.

During fiscal 2001, the Company accrued consulting fees payable to the Company's
Chairman and Chief  Executive  Officer  amounting  to $176,500.  Of this amount,
$90,000 was payable at the end of fiscal 2001.

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.

Item 13.  Exhibits

(a)      Exhibits:

         3.1.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]

         3.2 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]

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

         31-a     Rule 13a-14(a) Certification - Jeremy Feakins

         31-b     Rule 13a-14(a) Certification - Jennifer Herman

         32       Rule 13a-14(b) Certifications

ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES

         Audit Fees

                                       25
<PAGE>

         Stegman & Company expects to bill  approximately  $9,000 to the Company
for  professional  services  rendered for the audit of our fiscal 2003 financial
statements  and review of the financial  statements  included in our fiscal 2003
10-QSB filings.

         Audit-Related Fees

         Stegman  & Company  billed $0 to the  Company  during  fiscal  2003 for
assurance and related services that are reasonably related to the performance of
the 2003 audit or review of the quarterly financial statements.

         Tax Fees

         Stegman  & Company  billed $0 to the  Company  during  fiscal  2003 for
professional services rendered for tax compliance, tax advice and tax planning.

         All Other Fees

         Stegman & Company  billed $0 to the Company in fiscal 2003 for services
not described above.

         It is the policy of the Company's Board of Directors that all services,
other than audit,  review or attest services,  must be pre-approved by the Board
of  Directors,  acting  in  lieu  of an  audit  committee.  All of the  services
described above were approved by the Board of Directors.






















                                       26
<PAGE>

Signatures

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

MEDICAL TECHNOLOGY & INNOVATIONS, INC.

BY:                                             BY:
    /s/ JEREMY P. FEAKINS                          /s/ JENNIFER A. HERMAN
    ------------------------------                 -----------------------------
    Jeremy P. Feakins,                             Jennifer A. Herman,
    Chief Executive Officer                        Chief Financial Officer

Date: January 8, 2007

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

/s/ JEREMY P. FEAKINS
----------------------------
Jeremy P. Feakins, Chief Executive Officer,
and Director

Date: January 8, 2007

/s/ JENNIFER A. HERMAN
----------------------------
Jennifer A. Herman, Chief Financial Officer

Date:  January 8, 2007















                                *   *   *   *   *

                                       27

--------------------------------------------------------------------------------