U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB

(Mark One)


[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 (Fee Required)

      For the fiscal year ended June 30, 2000


[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)

For the transition period from               to
                              ---------------     ----------

Commission File Number:  33-27610-A

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


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

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


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



Securities registered pursuant to Section 12(b) of the Act:

                           Common Stock, no par value
                              (Title of each class)

Securities registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)



<PAGE>




     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
of  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. [ ]

      The issuer's revenues for its most recent fiscal year were $4,607,945.

     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 September  20, 2000 was  approximately
$3,997,027.

      As of June 30, 2000  34,017,248  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]

[GRAPHIC?OMITTED]




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<PAGE>



                                     PART I

Item 1.  Description of Business

General

Medical Technology & Innovations,  Inc., f/k/a SouthStar Productions,  Inc. (the
"Company") was incorporated in the state of Florida in January 1989. The Company
operates through its wholly- owned subsidiary, Medical Technology, Inc. ("MTI").
MTI was incorporated in the state of Iowa in April 1993.

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").

The  Company  manufactures  and  distributes  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.

On August 1, 1996 the Company acquired the net assets of Steridyne  Corporation,
a Florida Corporation ("Steridyne"). Steridyne is a manufacturer and distributor
of thermometer sheaths, probe covers, and anti-decubitus gel cushions. Steridyne
also distributes both glass and digital thermometers.

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.  Florida  Medical has been in business  for over twenty  years and
brings a substantial  customer base in the retail market.  The purchase requires
that both Companies  equally split the profit for the next several years.  No up
front cash or stock was required to be issued as part of the purchase price.

Product Lines

The  PhotoScreener  is designed to take a photograph of a child's eye and detect
factors  which  can  lead  to  amblyopia   (lazy  eye),   including   strabismus
(misalignment of the eye),  cataracts  (cloudy lenses),  and asymmetric or other
abnormal  refractive  errors,  including  myopia  (nearsightedness),   hyperopia
(farsightedness), and astigmatism.

The  PhotoScreener  consists of a single flash placed close to the center of the
lens of the subject's eye to  accentuate  the "red eye"  appearance of a subject
for  diagnostic  purposes.  By  placing  the flash  close to the lens  aperture,
abnormal  refractive  errors of the eye are imaged as white crescents in the red
eye reflex, a process scientifically known as "photo refraction".

The  PhotoScreener  consists of  approximately  40  components,  plus screws and
fasteners.  Major components include molded plastic parts, optic lenses, printed
circuit boards, an instant film back, a strobe flash,  optic mirrors,  a battery
pack, a power supply, and a battery charger.

Steridyne's  primary   professional  product  line  is  the  Steritempa  sterile
thermometer sheath and Steritemp II probe cover, a universal probe cover for the
small hand-held electronic thermometer.  These clinical products are packaged in
over 30 distinct put-ups for the varied marketplace. This

                                        3

<PAGE>



includes Steritempa's own branded electronic thermometer and probe cover kits. A
non-sterile  economy   sheath/probe  cover  line,  Value  BrandO,  was  recently
introduced.

Steridyne's   retail  products  include  glass  thermometer   kits,   electronic
thermometer kits, sheath/probe covers, and forehead temperature indicators.

Steridyne  has  two  extensive  wound  management  product  lines  in  the  home
healthcare  market:  Zero- GO and SofSeatO,  a range of gel  flotation  cushions
offering full support at economical price levels.

Certain geographic segment  information is described in Note 16 to the Company's
financial statements included as Item 7 of this Form 10-KSB.

Marketing and Distribution

The Company markets the PhotoScreener domestically and internationally through a
combination of direct sales  representatives and independent  distributors.  The
Company markets the PhotoScreener to pediatricians,  public health and education
departments,  preschools,  day care centers, family and general physicians,  eye
doctors, hospitals, volunteer organizations, managed care and health maintenance
organizations, and national eye care chains.

Steridyne  products  are  distributed   through  an  authorized  dealer  network
utilizing  sales   representatives   throughout  the  nation.  There  are  three
divisions:  professional (ethical),  home healthcare and retail. The independent
sales representatives are directed by a sales executive of Steridyne.

Competition

The vision screening business has attracted several companies, both domestic and
foreign.  Although other vision screening devices currently exist and are on the
market,  the Company believes the PhotoScreener has competitive  advantages over
all other such  devices.  These  advantages  include  instant  film  capability,
relatively low cost, portability, and ease of interpretation and use.

The Company's  temperature  taking and wound  management  products  operate in a
highly  competitive  retail  market in which the Company has a minor share.  The
business is split about 50 percent  retail and 50 percent in the  clinical  area
where it is estimated that it has about 25% of the U.S. market.

Although the Company  believes  its  products  have  advantages  over  competing
products,  no assurances  can be made that current  competitors  or new entrants
into the market will not  develop  more  competitive  products.  Such  potential
competitors would most likely have  considerably  more financial  resources than
the Company.

Patents and Trademarks

In 1993,  the  Company  obtained  rights  to U.S.  Patent  No.  4,989,968  for a
photoscreening camera system, which is now known as the PhotoScreener. The above
patent was initially granted to Dr. Howard Freedman and subsequently assigned to
the Company.  The Company has filed patent  applications in Canada,  Europe, and
Japan.

As a result of the  acquisition  of Steridyne  in August  1996,  the Company has
obtained rights to

                                        4

<PAGE>



patents No. 4672700,  No. 4753705,  No. 4967758,  No. 4614442,  and No. 4593699,
covering thermometer sheaths and probe covers, decubitus cushions and disposable
liners for blood  pressure  cuffs.  Steridyne's  trademarks  include  Steritemp,
Zero-G, Dr. T.Rex and Sofseat.

As part of the acquisition of Florida Medical, the Company obtained the right to
use the  trademarks  RECOVER  and TEMCOM with  devices  for taking  temperatures
including glass and digital thermometers.

Government Regulation

Certain aspects of the Company's business,  principally the manufacture and sale
of the PhotoScreener and the Steridyne products are subject to regulation by the
U.S. Food and Drug  Administration  (FDA) as a medical  device.  The Company has
received a 510(k) clearance to market the PhotoScreener and all of the Steridyne
products  with the  exception of the gel  floatation  cushions and sheaths which
only require  listing with the FDA and that has been  accomplished.  The Company
believes that it has completed  all necessary  governmental  processes to market
the  PhotoScreener.  However,  if the FDA should  determine  the Company has not
complied with its regulations, the FDA has the authority to order the Company to
cease production of its products and recall products already sold.

Employees

As of  June  30,  2000  and  1999,  the  Company  employed  29 and 38  full-time
employees,  respectively.  None of the Company's  employees are represented by a
labor union, and the Company considers its employee relations to be good.

Item 2. Description of Properties

The  Company's  principal  executive and  administrative  offices are located in
Riviera Beach, Florida. The Company's  manufacturing and distribution  functions
for  Steridyne  Corporation  and MTI are also  conducted at this  facility.  The
facility  is  subject to a  mortgage  of  approximately  $219,000.  The  Company
believes  that  its  properties  are  well  maintained,  and  its  manufacturing
equipment is in good operating condition and sufficient for current production.

Item 3. Legal Proceedings

In  November  1997 the  Company  initiated  a  lawsuit  against  Faisal  Finance
(Switzerland)  S.A. to recover damages related to  restructuring  the conversion
rights of its Series A Preferred  Convertible  shares and  associated  financial
transactions.  That action was filed in  Pennsylvania  and  subsequently  Faisal
Finance challenged the jurisdiction of the court and filed an action against the
Company in Florida. The Company then joined the two actions in Florida.

The Company  alleged  that Faisal  Finance  breached  its  agreement  to provide
funding for, as well as to  participate  as an investor  in, the  restructuring,
purposefully delayed the transactions knowing the precarious financial condition
of the Company at the time and allowed  conflicting  interests to interfere with
their obligations as a financial advisor to the Company.  Faisal claimed damages
of $750,000  for the alleged  failure of the Company to fulfill its  obligations
under the original  conversion  rights and  investment  banking fees for alleged
services in connection with the restructuring.


                                        5

<PAGE>



In December of 1998,  the Company  settled this action by agreeing to pay Faisal
an amount  approximately  equal to the amount they would have  received had they
originally tendered their shares in October of 1997.

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

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

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

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

The following  items were considered and acted upon at the Company's 1999 annual
meeting of stockholders which was held April 28, 2000:

1.   The following  directors  were  elected,  along with his  respective  votes
     received:

Director               Term       Votes For     Votes Against      Votes Abstain
-------------------    -------    ----------    -------------    ---------------
Joseph Del Vecchio     3 yr.      16,794,941           0                306,710
Mathew Crimmins        3 yr.      16,794,941           0                306,710

                                        6

<PAGE>



2.   Simon Lever & Company  was  ratified as the  independent  certified  public
     accountants  by a vote of  17,044,891  in favor,  49,700 votes  against and
     7,060 abstain votes.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

The Company's common stock is listed on the Over the Counter Electronic Bulletin
Board under the symbol "MTEN." Prior to October 1995, the Company's common stock
was neither listed nor traded on any market.  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.

<TABLE>
<S>                    <C>       <C>     <C>                  <C>        <C>
Quarter Ending         High      Low     Quarter Ending       High       Low

September 30, 1999     $ .18     $ .06   September 30, 1998   $.27      $.25
December 31, 1999        .09       .03   December 31, 1998     .20       .08
March 31, 2000           .48       .04   March 31, 1999        .18       .15
June 30, 2000            .27       .09   June 30, 1999         .15       .15
</TABLE>

As of June 30, 2000, there were approximately 679 recordholders 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
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 effect 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.



                                        7

<PAGE>



Results of Operations

Fiscal Year Ended June 30, 2000 as Compared to June 30, 1999

Revenues for the fiscal year 2000 were  $4,607,945,  compared to $5,443,604  for
the comparable period in fiscal 1999, or a decrease of $835,659 or 15%. Revenues
for Steridyne Corporation were $4,151,177 compared to $3,442,747 for an increase
of  $708,430  or 21%  mainly  due  to  the  inclusion  of  the  Florida  Medical
thermometers customers for a full twelve months. Revenues for Medical Technology
were $456,768  compared to $2,000,857  for a decrease of $1,544,089 or 77%. This
decline resulted  because the Company shipped over $1,500,000 of  PhotoScreeners
and accessories to LensCrafters in the fiscal year 1999 with no comparable sales
occurring in fiscal 2000.  Management is currently  completing  negotiations  on
several supply contracts which would effectively increase Photoscreener sales to
core levels achieved prior to the fulfillment of the Lenscrafter offer.

Gross profit for the fiscal year 2000 of $1,844,784,  compared to $2,228,357 for
the  comparable  period in fiscal 1999,  or a decrease of $383,573 or 17% and is
entirely due to the shortfall in sales of the PhotoScreener,  offset by improved
margins in the Steridyne line of products.  The Steridyne  Product group has now
been profitable for the past several months and the Photoscreener  Product group
is now  profitable  based upon the present  level of  business.  The Company has
recently announced its acquisition of the manufacturing and distribution  rights
to a state of the art urological device for female patients. It is expected that
this new product will further  help to bolster  revenues and profit  margins for
the Company.

Operating  expenses  during the fiscal  year 2000 were  $2,591,342,  compared to
$2,692,684 for fiscal 1999, or a decrease $101,342, or 4%. Management expects to
see further reductions in operating expenses as we see a full year effect of the
cutbacks made in corporate salaries,  services and facility costs as part of the
recently completed reorganization.  Interest expense of $236,306 for fiscal 2000
increased by $50,006 or 26% versus fiscal 1999.

Information about the Company's  Industry Segments is included in Note 16 to the
Notes to Consolidated Financial Statements.

Liquidity and Capital Resources

At June 30,  2000,  the  Company had cash of  $161,018  and  working  capital of
($176,251) as compared to $90,581 and  ($613,415) at June 30, 1999. The increase
in the  working  capital is mostly due to the  decrease  of $459,984 of accounts
payable, as a result of the $1,000,000 financing closed in January 2000.

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,  2000,  $1,090,999  was  outstanding  and
included in the balance  sheet as of the same date.  The  interest  rate for the
loan is a fixed rate of twelve percent (12%) per annum, however, interest may be
added to the loan principal at two times the interest  payment due at the option
of the Company with the written consent of the lender. During the first eighteen
months  of the loan the  Company  will pay only  interest  monthly.  During  the
remaining  forty-two  (42)  months of the loan the Company  will pay  principal,
amortized over twenty years, and interest  monthly,  commencing on the first day
of the nineteenth month and continuing on

                                        8

<PAGE>



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

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

Management  has completed the process of  consolidating  its  operations  into a
single  location and cutting back on  administrative  staff in line with present
sales levels. The reorganization has been completed as of March 31, 2000.

In  September of 1997 the Company  reached an agreement  with the holders of the
Series A  Preferred  shares  issued in July of 1996 to amend  certain  terms and
conditions  of  the  issue  subject  to  the  Company  completing  the  required
financing. All Series A Preferred shareholders were given the choice of electing
("Option 1") a cash payment of $3,800 per share or ("Option 2") 10,000 shares of
the Company's common stock and a new Series B Preferred share with a $6,000 face
in  exchange  for 1 share of the  original  Series  A  Preferred.  All  Series A
Preferred  shareholders  also had the  exercise  price  reduced on all  warrants
applicable to tendered  Series A Preferred  Shares from $2.72 to $1.00.  The new
Series B Preferred Stock was  convertible  into common stock of the Company from
October 1, 1998 at a fixed price of $1.00.  Conversion  is limited to 10% of the
holding for the first four months following October 1, 1998 then it is increased
to 20% per month thereafter. The Series B Preferred stock can be redeemed by the
Company at any time in cash at 110% of the face value or in common stock at 120%
of the face value,  with  mandatory  redemption  required by September 30, 2000.
Management  is in the  process  of  making a  proposal  to redeem  all  Series B
Preferred  Stock  with a new  Series  C  Preferred  Stock  or  cash  in  lieu of
converting  the entire  issue into shares of the  Company's  Common  stock.  The
Company  believes that the issuance of additional  common shares at this time is
not in the  best  interest  of all  shareholders.  Management  expects  that the
provisions of this  restructuring  will be agreed between the parties within the
next few months.

For the past several years the Company has financed a portion of its  operations
through  private sales of securities and revenues from the sale of its products.
Since June of 1993 the Company has received net proceeds of approximately  $11.0
million  from the private  sale of  securities  and debt.  The Company may raise
additional  capital  through  private  and/or  public sales of securities in the
future.

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

                                        9

<PAGE>



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.

Year 2000 Compliance

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

The Company  believes,  after  investigation,  that all  software  and  hardware
products that it is currently in the process of developing  (directly or through
vendors) are Year 2000 compliant.  The Company  believes,  after  investigation,
that its own software operating systems are Year 2000 compliant and in fact, has
experienced no Year 2000 problems since January 1, 2000. Further the Company has
experienced no  difficulties  or adverse  effects due to untimely  conversion or
failure to convert by any other company upon which it relies.

The Company believes that it has disclosed all required  information relative to
Year 2000 issues relating to its business and operations.

Item 7.  Financial Statements

Index to Consolidated Financial Statements:
                                                                            Page

Report of independent auditors for the years ended June 30, 2000 and 1999   F-1

Consolidated balance sheets as of June 30, 2000 and 1999                    F-2

Consolidated income statements for the years ended
      June 30, 2000 and 1999                                                F-3

Consolidated statements of stockholders' equity for the years ended
      June 30, 2000 and 1999                                                F-4

Consolidated statements of cash flows for the years ended
      June 30, 2000 and 1999                                                F-5

Notes to consolidated financial statements                                  F-6



                                       10

<PAGE>






INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Medical Technology & Innovations, Inc.
Riviera Beach, Florida

      We have audited the  accompanying  consolidated  balance sheets of Medical
Technology & Innovations,  Inc. and  subsidiaries  as of June 30, 2000 and 1999,
and the related  consolidated  statements of income,  stockholders'  equity, 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 consolidated financial statements based on our audits.

      We conducted our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
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 consolidated financial position of
Medical Technology & Innovations,  Inc. and subsidiaries as of June 30, 2000 and
1999, and consolidated  results of their operations and their  consolidated cash
flows for the years then ended in conformity with generally accepted  accounting
principles.




/s/    SIMON LEVER & COMPANY




Lancaster, Pennsylvania
September 25, 2000




                                       F-1










<PAGE>


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

                                                                              2000                    1999
                                                                         ------------               -----------
<S>                                                                      <C>                        <C>
Current Assets:
           Cash and Equivalents                                           $  161,018                $   90,581
           Accounts Receivable, less allowances of
              $30,030 and $21,174, respectively                              572,160                   438,207
           Inventory                                                         542,892                   513,358
           Prepaid Expenses                                                   46,696                    91,002
                                                                        ------------                ----------
           Total Current Assets                                            1,322,766                 1,133,148
                                                                          ----------                ----------
Fixed Assets:
           Land                                                              182,000                  182,000
           Property & Equipment                                            1,153,512                 1,163,166
           Less accumulated depreciation                                   (623,897)                 (494,006)
                                                                           ---------                 ---------
           Fixed Assets, net                                                 711,615                   851,160
                                                                          ----------                ----------
Other Assets:
           Intangible Assets                                               1,897,120                 2,134,155
                                                                           ---------                 ---------

Total Assets                                                              $3,931,501                $4,118,463
                                                                          ==========                ==========

               Liabilities and Stockholders' Equity
Current Liabilities:
           Accounts Payable                                               $  448,155                  $908,139
           Accrued Liabilities
                 Payroll and payroll taxes                                   189,303                   180,472
                 Royalties                                                   185,130                   147,961
           Other                                                             188,678                    94,155
           Current Maturities of Long-Term Debt                              487,751                   415,836
                                                                          ----------                 ---------
           Total Current Liabilities                                       1,499,017                 1,746,563

Long-Term Debt, Net of Current Maturities                                  1,432,681                 1,321,158
                                                                           ---------                 ---------
Total Liabilities                                                          2,931,698                 3,067,721
                                                                           ---------                 ---------
Stockholders' Equity
           Common Stock, no par value, authorized
               700,000,000 shares, outstanding 34,017,248
               and 27,548,334 shares, respectively                        11,122,017                10,190,092
           Series A Convertible Preferred Stock, $100
               par value, authorized 70,000 shares,
               outstanding nil shares                                          - 0 -                     - 0 -
           Series B Convertible Preferred Stock,
              $100 par value, authorized 1000 shares,
              outstanding 266 shares                                       1,596,000                 1,596,000
            Preferred Stock, authorized 100,000,000 shares
              $1,000 par value, 12%, noncumulative,
              outstanding 22.5 shares                                         22,500                    22,500
           Treasury Stock, at cost (1,973,531 shares)                      (436,799)                  (436,799)
           Accumulated Deficit                                          (11,303,915)               (10,321,051)
                                                                        ------------               ------------
           Total Stockholders' Equity                                        999,803                  1,050,742
                                                                      --------------              -------------
Total Liabilities and Stockholders' Equity                            $    3,931,501                $ 4,118,463
                                                                      ==============                ===========
</TABLE>

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


<PAGE>


<TABLE>
<CAPTION>
                     Medical Technology & Innovations, Inc.
                         Consolidated Income Statements
                           For the Years Ended June 30




                                                          2000                  1999
                                                          ------                 ----
<S>                                                       <C>                   <C>
Revenues                                                   $4,607,945            $5,443,604
Cost of Goods Sold                                         2,763,161              3,215,247
                                                          -----------           -----------

          Gross Profit                                      1,844,784             2,228,357
                                                          -----------
Operating Expenses
          Advertising                                          31,551                 7,764
          Selling, General,
            and Administrative                              2,559,791             2,684,920
                                                           ----------
          Total Operating Expenses                          2,591,342             2,692,684
                                                           ----------
(Loss) from Operations                                      (746,558)             (464,327)
          Interest Expense, Net                               236,306               186,300
                                                          -----------
Net (Loss) from Operations                                ($ 982,864)            ($650,627)
                                                          ===========            ==========

Net (Loss) per common share                                   ($.035)              ($.029)
                                                          ===========
          (basic and diluted)(*)

Weighted Average Outstanding Shares                        31,795,545           27,087,143
                                                           ==========           ==========
</TABLE>









(*)  Calculated  including  Series B Preferred  Stock  accretion of $127,680 and
$128,160 for the fiscal years ended June 30, 2000 and 1999; respectively.

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

                                       F-3


<PAGE>


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


                                                         Series A      Series B
                                                         Convertible   Convertible                                      Total
                                Common         Common    Preferred     Preferred  Preferred   Treasury  Accumulated  Stockholders'
                                Shares         Stock     Stock         Stock       Stock      Stock       Deficit       Equity
                                ----------  ----------- -------------  ---------- -------- ----------- ------------  ------------
<S>                             <C>          <C>           <C>         <C>        <C>      <C>        <C>            <C>
Balance at June 30, 1997        16,730,729   $6,755,260    $4,407,810              $22,500  ($309,742) ($8,183,060)    $2,692,768

Net Loss                                                                                                (1,487,364)   (1,487,364)
Issuance of Common Stock           144,509       25,000                                                                    25,000
Stock Issued for Services        1,156,864      296,113                                                                   296,113
Conversion of Series A
Preferred  Stock into common
stock                            7,853,177    1,531,647   (1,531,647)
Conversion of subscribed
Series A Preferred Stock into
common stock                       500,000       76,000      (76,000)
Gain on Restructuring of
  Series A Preferred Stock                      948,163   (1,198,163)                                                   (250,000)
Issuance of Series B Preferred
   In exchange for Series A
   Preferred                                              (1,602,000)   1,602,000
                                ----------  ----------- -------------  ---------- -------- ----------- ------------  ------------
Balance at June 30, 1998        26,385,279   $9,632,183  $      - 0 -  $1,602,000  $22,500  ($309,742) ($9,670,424)    $1,276,517

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

Conversion of Debentures
  Into Common stock              5,436,773      822,601                                                                   822,601
                                ==========  =========== =============  ========== ======== ==========  ===========   ============
Stock Issued for Services        1,032,141      109,324                                                                   109,324
Net Loss                                                                                                 (982,864)      (982,864)
                                ----------  ----------- -------------  ---------- -------- ----------  -----------   ------------
Balance at June 30, 2000        34,017,248  $11,122,017 $       - 0 -  $1,596,000  $22,500  ($436,799) ($11,303,915)  $   999,803
                                ==========  =========== =============  ========== ======== ==========  ===========   ============
</TABLE>

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





<PAGE>


<TABLE>
<CAPTION>
                     Medical Technology & Innovations, Inc.
                      Consolidated Statements of Cash Flows
                           For the Years Ended June 30



                                                                         2000                 1999
                                                                         ----                 ----
<S>                                                                   <C>                 <C>
Cash flows from operating activities:
Net Loss                                                              $982,864)            ($650,627)
Adjustments to reconcile net loss to net cash (used)
provided in operating activities:
                 Depreciation and Amortization                           376,580              368,085
                 (Increase)  in Accounts Receivable                    (133,953)            (151,093)
                 (Increase)  in Inventory                               (29,534)            (120,210)
                  Decrease  (Increase) in Prepaid Expenses                44,306             (60,261)
                 (Decrease) Increase in Accounts Payable               (459,984)              402,315
                 Increase in Accrued Liabilities                         140,123               52,030
                 Stock issued for services                               109,324              172,409
                 Conversion of interest to debt                           90,999                  -0-
                                                                      ----------       --------------
Net cash (used) provided in operating activities                       (845,003)               12,648

Cash flows from investing activities:
                 Sale of Headquarters Land and Building                      -0-              232,725
                 Purchase of Fixed Assets                                    -0-             (29,060)
[GRAPHIC?OMITTED]

[GRAPHIC?OMITTED]

Net cash provided (used) in investing activities                             -0-              203,665

Cash flows from financing activities:
                 Proceeds from revolving credit facility                     -0-             235,000
                 Acquisition of Treasury Stock                               -0-            (127,057)
                 Proceeds from issuance of Notes Payable               1,000,000                  -0-
                 Repayment of Notes Payable                             (84,560)            (271,922)
                                                                      ----------          -----------
Net cash (used) provided from financing activities                       915,440            (163,979)
                                                                      ----------          -----------
Net increase (decrease) in cash and equivalents                           70,437               52,334
Cash and equivalents at beginning of year                                 90,581               38,247
                                                                      ----------         ------------
Cash and equivalents at end of year                                   $  161,018          $    90,581
                                                                      ==========          ===========

Supplemental Disclosure:
  Cash paid during the year for interest                              $ 108,745            $  159,915
                                                                      ==========           ==========
  Conversion of subordinated notes into common stock                  $ 822,601            $  379,500
                                                                      ==========           ==========
</TABLE>


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

                                       F-5


<PAGE>



                     Medical Technology & Innovations, Inc.
                   Notes to Consolidated Financial Statements


1    Organization.  Medical Technology & Innovations,  Inc. (the Company), f/k/a
     SouthStar  Productions,  Inc.,  is a  Florida  corporation  engaged  in the
     design,  manufacture,  and  distribution of medical  screening  devices for
     medical  professionals  primarily  involved in vision screening through its
     wholly-owned  subsidiary,  Medical  Technology,  Inc. (MTI).  The Company's
     other  subsidiary,  Steridyne  Corporation,  distributes  digital and glass
     thermometers,  and manufactures and distributes probe covers,  sheaths, and
     anti-decubitus  devices for hospitals,  medical offices,  nursing homes and
     retail outlets. The Company derives the majority of its revenues from sales
     of Steridyne's products.

2.   Summary of Significant Accounting Policies.

     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 are recognized at the time
     product is shipped.

     Cash and  Equivalents.  Cash and  equivalents  include  cash,  deposits and
     marketable securities.

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

     Property and  Equipment.  Property and equipment are 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.  Intangible  assets  consist  primarily  of goodwill of
     $2,262,708  associated  with the  acquisition  of Steridyne  which is being
     amortized  over  fourteen  years  and  patents  which  are  amortized  on a
     straight-line  basis  over their  estimated  remaining  lives.  Accumulated
     amortization on intangible  assets totals $959,280 and $854,963 at June 30,
     2000 and 1999, respectively.

     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 differences. 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
     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

                                       F-6

<PAGE>



     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.

3.   Inventories.  Inventories  consisted of the  following at June 30, 2000 and
     1999:

                         2000                  1999
                      -----------         -----------
Raw materials         $503,726            $314,693
Work in process              0              39,712
Finished goods          39,166             158,953
                      -----------         -----------
                      $542,892            $513,358

4.   Fixed Assets.  Fixed assets consisted of the following at June 30, 2000 and
     1999:

                                           2000                      1999
                                        ---------                -----------
Plant & equipment                       $860,510                 $865,525
Land                                      182,000                  182,000
Computer equipment and software           177,414                  179,714
Furniture and fixtures                    115,588                  117,927
                                        -----------              -----------
                                         1,335,512               1,345,166
Less: Accumulated Depreciation           (623,897)                 (494,006)
                                        -----------              -----------
                                        $711,615                 $851,160

     In July of 1998, the Company sold its facility in Lancaster,  PA and repaid
     the $234,000 mortgage on the realty.

5.   Long-Term Debt.  Long-Term Debt consisted of the following at June 30, 2000
     and 1999:

<TABLE>
<S>                                                                   <C>              <C>
                                                                           2000           1999
                                                                      ------------     ------------
12% convertible note due to an affiliate of the Chief                 $  1,090,999        $     -0-
Executive Officer and Chairman of the Company, due
January 21, 2005,  interest payable monthly, principal
amortized over twenty years, commencing the nineteenth
month and continuing for forty-two months, balance to be
paid at the end of sixty months, secured by substantially all of
the assets of theCompany and is guaranteed by the
Company's subsidiaries.

8.0% convertible notes, due March 1999, interest payable                       -0-          822,601
quarterly, secured by certain assets of a subsidiary,
guaranteed by the Company

11.25% note, due September 1999, principal and interest                     51,624           51,624
payable monthly, secured by substantially all of the assets of
a subsidiary of the Company, except for the Company's
patent, and guaranteed by the Company's Chief Executive
Officer and major stockholder
</TABLE>


                                       F-7

<PAGE>



<TABLE>
<S>                                                                   <C>              <C>
11.25% note, due March 2001, principal and interest payable                 82,808          82,808
monthly, secured by substantially
all of the assets of a subsidiary of the Company,
except for the Company's  patent and guaranteed by the
Company's Chief Executive Officer and major stockholder.

10.0% convertible note, due March 2001, interest                            80,816          80,816
payable quarterly

10.0% convertible note, due March 2002, interest payable                    80,816          80,816
quarterly

Revolving $235,000 credit line, due on demand,                             235,000         235,000
interest payable monthly at 10.5%, facility
guaranteed by the Company's Chief Executive
Officer and major stockholder and secured by certain of his
personal assets.
9.5% note, due December 2011, principal and interest payable               218,766         228,725
monthly, secured by mortgage
Variable rate note payable, interest payable monthly at prime                  -0-          35,339
rate plus 7%, secured by Company's inventory
Unsecured notes payable, due various dates,interest payable
at various rates from 0% to 10%                                             79,603         119,265
                                                                      ------------     -----------
Total notes payable                                                      1,920,432       1,736,994
Less: amounts due in one year                                            (487,751)       (415,836)
                                                                      ------------     ------------
                                                                       $ 1,432,681       $1,321,158
                                                                      ============     ============
</TABLE>


     The 12% note, due January 21, 2005 is convertible at any time at the option
     of the lender, into shares of the Company's Common Stock at the rate of one
     share for every four cents owed to the lender (the "Conversion  Rate"). The
     Conversion Rate had been determined at the time of negotiations, based upon
     the previous  sixty day average  closing  price per share of the  Company's
     common  stock  as  quoted  on  the  Over-The-Counter  Bulletin  Board.  The
     Conversion  Rate will be adjusted  for all stock splits  subsequent  to the
     loan  agreement.  In the event the  conversion  occurs it would  change the
     ownership of the Company. During fiscal 2000, the Company opted not to make
     certain  interest  payments then due and rolled  $90,999 into the principal
     amount due in accordance with the provisions of the Loan Agreement.

     The 10.0%  convertible  note due March 2001 and the 10.0%  convertible note
     due March 2002 are  convertible,  at the election of the note holder,  into
     158,010  shares  and  131,675  shares  respectively  adjusted  for  certain
     antidilutive  events upon the earlier of: (1) March 1, 1998, (2) an initial
     public  offering of the Company's  Common Stock,  or (3) the sale of all or
     substantially all of the assets of the Company.

     The terms of the 11.25% notes  originally  due in September  1999 and March
     2001 with  principal  amounts due at June 30, 2000 of $51,624 and  $82,808,
     respectively,  are presently  being discussed with the lender in an attempt
     to extend  the  payment  period and  principal  amortization.  The  Company
     expects to have this resolved in the near term.

     The 8% convertible  notes due in March 1999 were converted at the Company's
     election into 5,436,733 shares of common stock in October of 1999.

     The amount of long-term debt maturing in each of the next five fiscal years
     is $487,751 in 2001, $79,034 in 2002, $58,160 in 2003, $58,160 in 2004, and
     $999,159 in 2005.

                                       F-8

<PAGE>



     6. Lease Expense.  The Company  leases  various  equipment and office space
     under operating lease  agreements.  Rent expense for the fiscal years ended
     June 30, 2000 and 1999 amounted to $58,911 and $81,396 respectively. Future
     minimum annual  rentals for subsequent  fiscal years are as follows at June
     30, 2000:

                  Fiscal               Lease
                  Year                 Payments
                  ------               --------
                  2001                 $ 55,362
                  2002                   48,183
                  2003                   46,122

7.   Earnings (Loss) Per Share.  Earnings (loss) per common share is computed by
     dividing net income (loss) by the weighted  average number of common shares
     and dilutive  potential  common shares  outstanding.  The average number of
     shares  used to  compute  basic  earnings  per  share  was  31,795,545  and
     27,087,143 for the fiscal years ended June 30, 2000 and 1999  respectively.
     The  Dilutive  potential  common  shares were  anti-dilutive  for the years
     ending June 30, 2000 and 1999 and, accordingly, basic and dilutive earnings
     (loss) per share was approximately the same.


8.   Income  Taxes.  The  Company  did not incur any income tax  expense for its
     fiscal  years ending June 30, 2000 and 1999,  respectively.  As of June 30,
     2000 the Company has  sustained  in excess of $11 million in net  operating
     losses (NOLs) for tax purposes.  These NOLs will expire in various  amounts
     if not utilized between 2004 and 2015 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 since  management  believes a valuation
     allowance is necessary  to reduce the  deferred tax asset.  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.


9.   Royalty Agreement. The Company is the owner of a patent on a photoscreening
     device from which MTI derives substantially all of its revenues.  The terms
     of the  royalty  agreement  require  the  Company  to pay a royalty  to the
     inventor of six percent (6.0%) of net  PhotoScreener  sales, up to December
     31,1999 and seven percent (7%) there after. The amount of royalties accrued
     by the Company  were  $35,471 and $111,996 for its fiscal years ending June
     30, 2000 and 1999, 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  equally  share in the  profits  resulting  from the
     Company's   thermometer   sales  to  former  Florida   Medical   customers.
     Accordingly,  the Company has accrued  $165,548 of royalty  expense at June
     30, 2000 due to the former owner of Florida Medical Corporation.

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

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

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

                                       F-9

<PAGE>



     shares were  eventually  converted into  5,425,000 of the Company's  Common
     Stock.  Over 60% of the  parties  who  ultimately  purchased  the  Series A
     Preferred  shares and  converted  them into  common  shares of the  Company
     agreed not to sell any common  shares  before April 1, 1998 and limit sales
     to 8% of the  amount  purchased  per  month  thereafter  with no  limit  on
     salability once 360 days have lapsed since the closing.  Series A Preferred
     shareholders  owning 267 outstanding shares agreed to exchange their Series
     A  Preferred  shares  for a new  Series B  Preferred  share with a $100 par
     value, a face value of $6000 with accretion at 8% from October 1, 1997 plus
     10,000  shares of the Company's  common  stock.  The new Series B Preferred
     stock is convertible into common stock beginning October 1, 1998 at a fixed
     conversion price of $1.00 per share. Conversion is limited to 10% per month
     of the shares held until  February  28, 1999 and 20% per month  thereafter.
     The conversion  feature doubles provided the Company's common stock closing
     bid  price for ten  consecutive  days is  greater  than  $2.00  per  share.
     Accretion  as of  June  30,  2000  and  1999  was  $351,960  and  $224,280,
     respectively  and is not  reflected  in the  Company  balance  sheets.  The
     Company has the option of  redeeming  the Series B Preferred  shares at any
     time in cash,  at 110% of the original face value of the Series B Preferred
     shares including accretion,  or in the Company's common stock valued at the
     average  closing bid price for the 30 days prior to the  redemption at 120%
     of the  original  face value of the  Series B  Preferred  shares  including
     accretion.  The Company is required to redeem the Series B Preferred  stock
     on September 30, 2000. Management is in the process of making a proposal to
     redeem all Series B Preferred  Stock with a new Series C Preferred Stock or
     cash in lieu of  converting  the entire issue into shares of the  Company's
     Common stock. The Company  believes that the issuance of additional  common
     shares  at  this  time is not in the  best  interest  of all  shareholders.
     Management expects that the provisions of this restructuring will be agreed
     between the parties within the next few months.


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


     In April of 1996 the Company's  shareholders approved the 1996 Stock Option
     Plan,  which  allows  the  board of  directors  to grant up to 3.0  million
     options.  During fiscal 2000 and fiscal 1999, 1,220,000 and 120,000 options
     respectively,  have been  granted.  All options  granted in fiscal 2000 are
     exercisable immediately at a strike price of $.25 per share. Of the 120,000
     options  granted in fiscal  1999,  20,000 are  exercisable  ratably  over a
     three-year  period  commencing  with the grant date at an exercise price of
     $.25  per  share.  The  remaining  options  granted  in  fiscal  1999  were
     exercisable immediately at an exercise price of $.50 per share.

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

     The following is a summary of stock option transactions for the years ended
     June 30, 2000 and 1999:

                                                  2000                 1999
                                                ----------           ----------
     Outstanding, beginning of year             1,380,000            3,239,936
     Options granted                            1,220,000              120,000
     Options exercised                                  0                    0
     Options cancelled                           (900,000)          (1,979,936)
     Outstanding, end of year                   1,700,000            1,380,000
     Exercisable, end of year                   1,693,334            1,199,996


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


12.  Warrants.  The Company has issued  warrants to purchase  approximately  3.4
     million shares of common stock as of June 30, 2000. The warrants  relate to
     grants made in  connection  with an equity  issuance  and various  services
     rendered.  The warrants  can be  exercised at prices  ranging from $1.00 to
     $2.72 per  share.  Approximately  3 million  warrants  expire in July 2001.
     Pursuant to terms renegotiated in September of 1997 between the Company and
     holders of Series A Preferred  Shares issued in July of 1996,  the exercise
     price of  approximately  1.8 million  warrants  was  reduced  from $2.72 to
     $1.00.


13.  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.

     During the fiscal  year ended June 30, 1999 the  Company  borrowed  $40,000
     from an  affiliate  of the Chief  Executive  Officer  and a Director of the
     Company.  On June 30, 1999, the amount was  outstanding and included in the
     balance sheet as of the same date. This amount was repaid in January 2000.

     In connection  with  financing  required to fund the  restructuring  of the
     terms of the  Series A  Preferred  shares  in  September  1997,  the  Chief
     Executive  Officer,  former Chief Operating  Officer and a family member of
     the former  Executive  Vice  President  loaned a subsidiary  of the Company
     approximately  $411,000.  These loans were repaid in the  Company's  Common
     Stock in October 1999.

     During fiscal 2000, the Company paid consulting  fees to Mr.  Feakins,  the
     Company's Chairman and Chief Executive Officer amounting to $118,500 and to
     Mr.  Surovcik,  the Company's  former Chief Financial  Officer and Director
     amounting to $51,250.  Both  individuals  did not receive a salary from the
     Company during fiscal 2000.

     The Company paid  consulting  fees  amounting to $20,000  during 2000 to an
     affiliated  company  of  the  Chairman  and  Chief  Executive  Officer  for
     accounting and related financial services.

     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, 2000 $1,090,999 was
     outstanding  and  included  in the balance  sheet as of the same date.  The
     interest  rate for the loan is a fixed  rate of  twelve  percent  (12%) per
     annum,  however,  interest may be added to the loan  principal at two times
     the  interest  payment  due at the option of the  Company  with the written
     consent of the  lender.  During the first  eighteen  months of the loan the
     Company will pay only interest monthly. During the remaining forty-two (42)
     months of the loan the Company will pay  principal,  amortized  over twenty
     years, and interest monthly,  commencing on the first day of the nineteenth
     month and  continuing on for forty- two months  thereafter.  The balance of
     the loan is due in full at the end of sixty  months.  At any  time,  at the
     option of the lender,  the  outstanding  principal  plus accrued and unpaid
     interest  and  expenses due may be paid in an amount of common stock of the
     Company  at the rate of one share for every  four  cents owed to the lender
     (the  "Conversion  Rate").  The Conversion  Rate had been determined at the
     time of the negotiations, based upon the previous sixty day average closing
     price  per  share  of  the   Company's   common  stock  as  quoted  on  the
     Over-The-Counter  Bulletin Board.  The Conversion Rate will be adjusted for
     all  stock  splits  subsequent  to the loan  agreement.  In the  event  the
     conversion   occurs  it  would   change  the   ownership   of  the  Company
     significantly.

     The Chief Executive Officer and a former Director of the Company personally
     signed a guarantee  with a local bank to provide a $250,000  line of credit
     to the Company, which

                                      F-10

<PAGE>



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

     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  judgement  or award or  settlement  from this
     litigation,  all litigation  costs and expenses paid will be reimbursed and
     10% of the gross judgement, 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.


14.  Fair Value of  Financial  Instruments.  The  estimated  fair  values of the
     Company's  financial  instruments  as of June  30,  2000  and  1999  are as
     follows:


<TABLE>
<CAPTION>
                                           2000                       1999
                              ---------------------------   ------------------------
                              Carrying Amount  Fair Value   Carrying Amount  Fair Value
<S>                           <C>              <C>          <C>              <C>
       Accounts Receivable     $   572,160     $  572,160   $  438,207       $  438,207
       Accounts Payable            448,155        448,155      908,139          908,139
       Accrued Expenses            563,111        563,111      422,588          422,588
       Long-term Debt            1,920,432      1,920,432    1,736,994        1,736,994
</TABLE>

     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.


15.  Major Customers. For the fiscal year ended June 30, 2000 the Company had no
     major customer that  accounted for more than 10% of sales.  In fiscal 1999,
     the  Company had one major  customer  that  accounted  for more than 27% of
     sales.



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


                                      F-11

<PAGE>




<TABLE>
<CAPTION>
                                         Medical         Steridyne
               Fiscal 2000          Technology, Inc.    Corporation      Corporate        Total
               -----------          ----------------    -----------      ---------    -----------
<S>                                  <C>                <C>              <C>          <C>
Revenues                             $ 456,768          $4,151,177           - 0 -    $4,607,945
Operating Income (Loss)              (719,716)             184,853      ($211,695)     (746,558)
Net Interest                           157,448              78,858           - 0 -       236,306
Pre Tax Income (Loss)                (877,164)             105,995       (211,695)     (982,864)
Net Income (Loss)                    (877,164)             105,995       (211,695)     (982,864)
Assets                                 251,238           3,680,263           - 0 -     3,931,501
Depreciation and amortization           35,466             331,460           - 0 -       366,926
Addition to long-lived assets            - 0 -               - 0 -           - 0 -         - 0 -
</TABLE>

<TABLE>
<CAPTION>
                                        Medical          Steridyne
               Fiscal 1999          Technology, Inc.    Corporation      Corporate    Total
               -----------          ----------------    -----------      ---------    -----------
<S>                                  <C>                <C>              <C>          <C>
Revenues                             $ 2,000,857        $3,442,747           - 0 -    $5,443,604
Operating Income (Loss)                  166,117         (218,522)       ($411,922)    (464,327)
Net Interest                              63,387            98,955           23,958      186,300
Pre Tax Income (Loss)                    102,730         (317,477)        (435,880)    (650,627)
Net Income (Loss)                        102,730         (317,477)        (435,880)    (650,627)
Assets                                   480,640         3,628,545            9,278    4,118,463
Depreciation and amortization             46,129           321,868            - 0 -      367,997
Additions to long-lived assets            19,782             - 0 -            9,278       29,060
</TABLE>

<TABLE>
<CAPTION>
                                     United
 Geographic Area Information          States              Europe           Asia         Total
               -----------          ----------------    -----------      ---------    -----------
<S>                                  <C>                <C>              <C>          <C>
2000 Sales                           $4,522,945         $22,500          $62,500      $4,607,945
         Long-lived Assets            2,608,735           - 0 -            - 0 -      $2,608,735

1999 Sales                           $5,367,805         $23,791          $52,008      $5,443,604
         Long-lived Assets           $2,985,315           - 0 -            - 0 -      $2,985,315
</TABLE>

17.  Subsequent  Event. In September 2000, the Company obtained an assignment of
     all  rights,  title and  interests  in four  medical  devices  and  related
     technology.  The Company will seek to obtain  patent  protection  for these
     devices and obtain approvals  necessary to develop,  produce and market the
     products.  As  consideration  for the  assignment of this  technology,  the
     Company  is  required  to  provide  5.5  million  shares  of the  Company's
     unrestricted  common stock to the assignor over a three-year  period ending
     September 2002.

Item 8.  Changes  in  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure

There  were  no  disagreements   between  the  Company  and  their   independent
accountants




                                      F-12

<PAGE>



                                    PART III

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


                  POSITION WITH        DATE ELECTED
     NAME         COMPANY              DIRECTOR         TERM OF OFFICE     AGE
----------------  -----------------    -------------    ---------          -----
Jeremy Feakins    Director, Chief      April 1999       3 years            46
                  Executive Officer

Dennis Surovcik   Director             April 1999       3 years            53

Mathew            Director             April 2000       3 years            68
Crimmins

Joseph            Director, Chief      April 2000       3 years            59
DelVecchio        Operating Officer



BUSINESS EXPERIENCE OF DIRECTORS

Mr. Feakins was originally elected to the 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.  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.  Surovcik  was  employed by the Company from January 1998 to January 2000 as
Senior Vice President,  Chief Financial Officer and Secretary and has since been
employed  as  Senior  Vice  president  of  Net2  Speak.Com.  Inc.,  an  internet
telecommunication  start-up  company.  He  was a  senior  accountant  for  Price
Waterhouse  in New York from 1968 to 1973.  From 1974 to 1993 he was employed as
Audit   Director  and  Group   Controller  for  Dentsply   International,   Inc.
("Dentsply")  a worldwide  manufacturer  and  distributor  of dental and medical
products  (NASDAQ:  XRAY). Mr.  Surovcik,  a CPA, was President and Owner of DBK
Distributors, Inc., from 1994 to 1997, a small distribution company serving over
1,000 grocery stores in the Mid Atlantic States.  Mr. Surovcik  received a BS in
accounting from Susquehanna University.

Mr.  Crimmins has been a director  since April 1996.  From 1965 to 1995,  he was
with Polaroid  Corporation  where he held a number of executive  positions  with
responsibility in many functional areas including,  commercial,  technical,  and
manufacturing  operations.  He was a Senior  Director of Polaroid at retirement.
Mr.  Crimmins  received  a  B.S.  (Physics)  degree  from  Holy  Cross,  a  M.S.
(Electrical  Engineering)  degree from  Northeastern,  and a M.B.A.  from Boston
College.

Mr.  Joseph Del  Vecchio  joined the  Company in  November  1998 as Senior  Vice
President  and General  Manager of  Steridyne  Corporation.  Mr. Del Vecchio was
previously  employed by Sulzer Oscar, Inc. He started as a technical,  sales and
marketing  consultant in 1988, was appointed Vice  President/General  Manager in
August  1991  and   President  in  April  1998.   He  had   responsibility   for
manufacturing,  facility  operation,  and distribution of class III and class II
medical devices. Corporate marketing, administrative,  technical, regulatory and
production   personnel  were  also  under  his  direction.   Mr.  Del  Vecchio's
organization  achieved ISO-9000  certification for the facility in 1996. Mr. Del
Vecchio is a CMR Graduate from the Certified Medical  Representative  Institute,
Roanoke Virginia.

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,

                                       24

<PAGE>



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.

Based  solely on its review of the copies of such form  received by it, or based
upon representations that no Form 5 was required, Messrs. Feakins and Joseph Del
Vecchio  did not timely file Forms 3,4, or 5 for the fiscal year ending June 30,
2000 as follows:


Name              No. of Late Reports
Jeremy Feakins             1
Joseph Del Vecchio         1

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, 2000 and 1999.

<TABLE>
<CAPTION>
Name and                                                                                   All Other
Principal     Fiscal                                                                       Compensation
Position(1)   Year       Annual Compensation         Long-Term Compensation
                                       Other
                                      Annual
                     Salary   Bonus   Comp.                      Awards          Payouts
                                                Restricted Stock    Options/SARs   LTIP
                                                Award(s)                         Payouts
------------  ----   -------- -----  -------    ---------------      ----------  --------  -------------
<S>           <C>    <C>          <C>             <C>                 <C>         <C>        <C>
J. Feakins,   2000   $0           0               0                   500,000       0          118,500
Chief
Executive     1999   $152,528     0               0                    50,000       0                0
Officer

D. Surovcik,  2000   $0           0               0                         0       0           51,250
Chief
Financial     1999   $125,519     0               0                         0       0                0
Officer

J. Del        2000   $136,260     0               0                         0       0                0
Vecchio
Chief         1999   $124,730     0               0                         0       0                0
Operating
Officer
</TABLE>
--------
1. Each executive is furnished with an automobile for business and personal use.
The compensation  specified in the preceding table does not include the value of
non-business use, as the amount is not material.

                    STOCK OPTION GRANTS IN LAST FISCAL YEAR
                              (Individual Grants)
<TABLE>
<S>          <C>                        <C>                       <C>               <C>
             No. of Shares Common       % of Total Options        Exercise of Base  Expiration
             Stock Underlying Options   Granted to Employees in   Price ($/share)    Date
Name         Granted                    Fiscal Year

J. Feakins      500,000                    41%                    $0.25             (1)(2)
R.Ballheim      400,000                    33%                    $0.25              (3)
G. Hartman      320,000                    26%                    $0.25              (3)
</TABLE>


                                       25

<PAGE>



-------------
 .
The  expiration  dates for 400,000 stock options  granted is five (5) years from
the date the options  were  granted.  . The  expiration  date for 100,000  stock
options  granted is eighteen  (18) months after the $235,000  demand credit line
has been repaid by the Company.
 .
The expiration date for the options granted are five (5) years from the date the
options become exercisable.

       AGGREGATED OPTION EXERCISES IN THE FISCAL YEAR ENDED JUNE 30, 2000
                        AND FISCAL YEAR END OPTION VALUES
<TABLE>
<S>            <C>            <C>       <C>                      <C>             <C>
                                        No. of Shares of                         Value of
               No. of Shares            Common Stock                             Unexercised in-the-
               Acquired on    Value     Underlying Unexercised   Exercisable     money Options
Name           Exercise       Realized  Options @ Fiscal Year    /Un-exercisable Exercisable/Un-
                                        End                                      exercisable
J. Feakins              0            0               690,000      690,000/0           0
R. Ballheim             0            0               540,000      540,000/0           0
G. Hartman              0            0               400,000      400,000/0           0
</TABLE>


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 executive officers as a group calculated as of June 30, 2000.

                                        AMOUNT AND
                                         NATURE OF
NAME                POSITION            BENEFICIAL       PERCENT OF
                                         OWNERSHIP        OWNERSHIP
----------------    ----------------    ----------       ----------
Jeremy Feakins      Director, Chief      6,644,271            19.5%
                    Executive Officer
Joseph Del Vecchio  Director, Chief        795,210             2.3%
                    Operating Officer

Dennis Surovcik     Director                     0                0

Mathew Crimmins     Director                     0                0

All Executive Directors
and Officers as a Group                  7,439,481            21.8%


Item 12.  Certain Relationships and Related Transactions

During the fiscal year ended June 30, 1999 the Company  borrowed $40,000 from an
affiliate of the Chief Executive Officer and a Director of the Company.  On June
30, 1999, the amount was outstanding and included in the balance sheet as of the
same date. The amount was repaid in January 2000.

During  fiscal  2000,  the Company  paid  consulting  fees to Mr.  Feakins,  the
Company's  Chairman and Chief Executive Officer amounting to $118,500 and to Mr.
Surovcik, the Company's former Chief Financial Officer and Director amounting to
$51,250.  Both  individuals  did not receive a salary  from the  Company  during
fiscal 2000.

The Company paid  consulting  fees amounting to $20,000 during fiscal 2000 to an
affiliated  company of the Chairman and Chief  Executive  Officer for accounting
and related financial services.

                                       26

<PAGE>





In connection with financing  required to fund the restructuring of the terms of
the Series A Preferred  shares in September 1997, the Chief  Executive  Officer,
Chief  Operating  Officer and family  member,  Executive  Vice  President  and a
Director loaned a subsidiary of the Company approximately $411,000.  These loans
were repaid in the Company's common stock in October of 1999.

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,  2000,  $1,090,999  was  outstanding  and
included in the balance  sheet as of the same date.  The  interest  rate for the
loan is a fixed rate of twelve percent (12%) per annum, however, interest may be
added to the loan principal at two times the interest  payment due at the option
of the Company with the written consent of the lender. During the first eighteen
months  of the loan the  Company  will pay only  interest  monthly.  During  the
remaining  forty-two  (42) months of the loan,  the Company will pay  principal,
amortized over twenty years, and interest  monthly,  commencing on the first day
of the nineteenth month and continuing on for forty-two months  thereafter.  The
balance of the loan is due in full at the end of sixty  months.  At any time, at
the option of the lender,  the  outstanding  principal  plus  accrued and unpaid
interest  and  expenses  due may be paid in an  amount  of  common  stock of the
Company at the rate of one share for every  four  cents owed to the lender  (the
"Conversion  Rate").  The Conversion Rate had been determined at the time of the
negotiations,  based upon the previous sixty day average closing price per share
of the Company's common stock as quoted on the Over-The-Counter  Bulletin Board.
The Conversion Rate will be adjusted for all stock splits subsequent to the loan
agreement.  In the event the conversion  occurs it would change the ownership of
the Company.

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

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.





                                       27

<PAGE>



Item 13.  Exhibits and Reports on Form 8-K

(a)
Exhibits:

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

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

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

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

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

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

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

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

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


                                       28

<PAGE>



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

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

10.8      Purchase  Agreement  dated  March 8,  1999  between  Medical  Technology  &
          Innovations,  Inc.,  Steridyne  Corporation and Florida Medical Industries,
          Inc.  [Incorporated  by reference to the  Company's  Annual  Report on Form
          10-KSB (File No. 33-27610-A), filed December 17, 1999]

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

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

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

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

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

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

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

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

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

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

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

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

24.1      Powers of Attorney as indicated on Page 27 of this Form 10-KSB.

27.1 *    Financial data schedules.*
</TABLE>

*(filed herewith, all other exhibits previously filed)

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



                                       29

<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.

                    AND
BY:                                           BY:

/s/ JEREMY P. FEAKINS                         /s/ ALBERT  G. DUGAN
--------------------------------             ----------------------------
Jeremy P. Feakins, Chief Executive Officer    Albert  G. Dugan, Chief Accountant

Date:  September 25, 2000

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,
Chairman, and Director


    /s/ JOSEPH  DEL VECCHIO
-----------------------------
Joseph Del Vecchio, Chief Operating Officer


    /s/ MATHEW CRIMMINS
-----------------------------
Matthew Crimmins, Director


    /s/ DENNIS A. SUROVCIK
-----------------------------
Dennis A. Surovcik, Director



Date:  September 25, 2000


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