================================================================================

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

                                  Form 10-KSB/A

(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, 1996

|_|   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.
                 (Name of small business issuer in its charter)

                Florida                                  59-2954561             
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)                                              
                                                            17601               
      3125 Nolt Road, Lancaster, PA                      (Zip Code)             
(Address of principal executive offices)

                                 (717) 892-6770
                (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)

      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 $696,185.

   
      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 August 30, 1996 was approximately $13.3
million.

      As of June 30, 1996 12,147,299 shares of Common Stock, no par value, of
the registrant were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

      None.
    

================================================================================
<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").
For information regarding the terms of the Plan thereto, refer to the "business
combination" note to the consolidated financial statements on Page 15 of this 
Form 10-KSB/A.

The Company manufactures and distributes the MTI Photoscreener(TM), which is a
specialized Polaroid-type instant film camera designed to detect conditions that
lead to amblyopia ("lazy eye") and other eye disorders.

The MTI Photoscreener(TM)

The MTI Photoscreener(TM) 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 MTI Photoscreener(TM) 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 MTI Photoscreener(TM) 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.

Marketing and Distribution

The Company markets the MTI Photoscreener(TM) domestically and internationally
through a combination of direct sales representatives and independent
distributors. The Company markets the MTI Photoscreener(TM) 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. The MTI
Photoscreener(TM) is relatively inexpensive with a list price of approximately
$3,000. Discounts to independent distributors range from 25% to 40% of the sales
generated therefrom.

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 MTI Photoscreener(TM) has competitive
advantages over all other such devices. These advantages include instant film
capability, relatively low cost, portability, ease of interpretation and use.

Although the Company believes its product has 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.


                                        1
<PAGE>

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 MTI Photoscreener(TM).
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. The
Company has filed a U.S. trademark application for the mark "MTI
Photoscreener(TM)," which was published in The Official Gazette on July 9, 1996.

Government Regulation

Certain aspects of the Company's business, principally the manufacture and sale
of the MTI Photoscreener(TM) 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 MTI Photoscreener(TM). The Company believes that it has
completed all necessary governmental processes to market the MTI
Photoscreener(TM). 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, 1996, the Company employed 17 full-time employees. This compares
with the employment of 11 full-time employees at June 30, 1995. 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
Lancaster, Pennsylvania. The Lancaster, Pennsylvania facility is owned by the
Company, and its acquisition was financed with approximately a $230,000
mortgage. The Company's principal manufacturing operations were conducted in
Cedar Falls, Iowa. In August of 1996, the Company moved its manufacturing
facility to Waterloo, Iowa. 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

As of June 30, 1996, MTI was a party to the following pending legal proceedings:

      1.    Black Hawk County Economic Development Committee, Inc. v. Medical
            Technology, Inc., filed May 17, 1996 in the Iowa District Court in
            and for Black Hawk County.

      2.    Iowa Department of Economic Development v. Medical Technology, Inc.
            and Jeremy Feakins, filed June 17, 1996 in the Iowa District Court
            in and for Polk County.

Both petitions allege MTI is in default of certain loan obligations and the
unpaid balances thereon, together with accrued interest and costs are due and
payable immediately. To avoid protracted litigation on the above matters, the
Company settled both of the above proceedings in July 1996 by repaying the
principal balance of the above loans without interest.

MTI and the Company 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.


                                        2
<PAGE>

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

The following items were considered and acted upon at the Company's 1996 annual
meeting of stockholders which was held April 26, 1996:

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

Director                                Term          Votes For    Votes Against
--------                                ----          ---------    -------------
John Behrmann                           1 yr.         7,345,864         0
Matthew Crimmins                        1 yr.         7,345,864         0
Tom Penaluna                            2 yrs.        7,345,864         0
William Scott                           2 yrs.        7,345,864         0
Jeremy Feakins                          3 yrs.        7,345,864         0
Steven Gill                             3 yrs.        7,345,864         0
George Hartman                          3 yrs.        7,345,864         0

2.    The Share Exchange Plan between Medical Technology, Inc. (MTI) and
      SouthStar Productions, Inc. (SouthStar), a $1.0 million private placement,
      settlement of and restructuring of various debt obligations of MTI, filing
      of all S-8 Registration Statements, employment contracts with the officers
      of the corporation, which include a maximum of 2.0 million stock options
      at $1.50 per share, exercisable over three (3) years, and provide for
      severance allowances upon a change in control of the corporation, and
      relocation of the corporate offices to Lancaster, Pennsylvania were
      ratified by a vote of 7,345,864 in favor, and no votes against.

3.    Simon Lever & Company was ratified as the independent certified public
      accountants by a vote of 7,345,864 in favor, and no votes against.

4.    The Medical Technology & Innovations 1996 stock option plan, which allows
      the Board of Directors to grant up to 3.0 million options, was approved by
      a vote of 7,266,859 in favor, with no votes against, and 79,005
      abstentions.

5.    Restated articles of incorporation providing for an increase in the amount
      of authorized stock, eliminating or limiting the personal liability of
      directors to the corporation for monetary damages for breach of fiduciary
      duty as a director to the extent permitted by Florida law, and authorizing
      the corporation to indemnify the officers, directors, employees, and
      agents of the Company against any contingency or peril as may be
      determined to be in the best interest of the Company and in conjunction
      therewith, to procure, at the Company's expense, policies of insurance was
      approved by a vote of 7,345,864 votes in favor, and no votes against.

6.    A change of the Company's fiscal year from January 31 to June 30 was
      approved by a vote of 7,345,864 in favor, and no votes against.

7.    The Company was authorized to, at its option, with respect to the issuance
      of fractional shares to (1) pay cash equal to the established fair market
      value of the undivided interest or to issue script of the Company thereto,
      was approved by a vote of 7,266,859 in favor, with no votes against, and
      79,005 abstentions.

8.    The Company was authorized to issue 100,000 shares of $100 par value
      preferred stock with such designation, preferences, rights,
      qualifications, limitations, or restrictions as shall be provided in a
      resolution adopted by the Board of Directors was approved by a vote of
      7,345,864 in favor, and no votes against.


                                        3
<PAGE>

                                    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.

Quarter Ending                       High                 Low

December 31, 1995                    3.375                1.125
March 31, 1996                       3.125                1.688
June 30, 1996                        4.000                2.625

As of June 30, 1996, there were approximately 640 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. See "Items 7 and 13 financial statements, and
exhibits and reports on Form 8-K."

Results of Operations

Fiscal Year Ended June 30, 1996 as Compared to 1995.

Revenue for fiscal year 1996 decreased by 19.5% or approximately $169,000
primarily as a result of decreased product sales of the MTI Photoscreener(TM),
which decreased from 541 units in 1995 to 412 units in 1996. The decrease in
unit sales was attributable to (1) the move of the Company's headquarters from
Iowa to Pennsylvania, (2) management's efforts concurrently to raise
approximately $1.0 million in a private placement to fund its marketing and
distribution efforts, and (3) a shortage of funds to support a credible sales
and marketing effort.

Gross profits declined from 33.5% of revenues in 1995 to 23.1% of revenues in
1996. This was primarily attributable to higher overhead costs per unit due to
the decrease in unit sales as material costs remained fairly constant from year
to year.

   
Operating expenses increased from $983,000 to $2,055,000. The increase in
operating expenses was attributable to (1) increased marketing and advertising
efforts, (2) an increase in wages, (3) an increase in interest expense, and (4)
an increase in general and administrative expense.
    

After completing the $1.0 million private placement, the Company continued in
its plans on expanding its marketing efforts to increase the sales and awareness
of its primary product, the MTI Photoscreener(TM). This was accomplished
primarily through retaining a public relations firm and direct mailings.

   
The increase in wages between June 30, 1995 and 1996 was attributable to (1) the
grant of 140,000 shares of the Company's common stock to three executives valued
at $297,500 and (2) the expansion of MTI's sales force. The Company plans to
expand its sales force to a total of ten regional sales managers, who will be
strategically located and assigned specific territories that will cover the
continental U.S.
    


                                        4
<PAGE>

Interest expense increased from approximately $64,000 to approximately $111,000.
The majority of this increase was due to interest expense attributable to
$275,000 12% subordinated convertible notes issued in May of 1995.

   
General and administrative expenses increased from $477,000 to $860,000. The
increase was attributable to several reasons, including increased publication
expenses, expenses of the Company's reverse merger and Regulation D offering,
increased travel expenses, and the establishment of an investor public relations
program.
    

In May of 1996, the Company entered into a purchase agreement to acquire the
assets of Steridyne Corporation (Steridyne), a Florida corporation, which is a
manufacturer of a variety of clinical and retail medical products, including
thermometer sheaths and probe covers, digital and glass thermometers, and gel
anti-decubitus products. Steridyne's revenues for its most recent fiscal year
ending September 30, 1995 were approximately $3.3 million (unaudited).
Steridyne, prior to the acquisition, had one sales manager. The Company intends
to utilize its ten regional sales managers to distribute Steridyne's products.

Liquidity and Capital Resources

At June 30, 1996, the Company had cash of $273,942 as compared to $65,833 at
June 30, 1995. At June 30, 1996, the ratio of current assets to current
liabilities was 0.95 to 1.0 as compared to 0.41 to 1.0 at June 30, 1995. The
increase was primarily the result of a 1.0 million private placement in December
1995 and January 1996 and the exercise of stock options by a financial public
relations consultant. These funds have been and will be used primarily for
increased marketing efforts, expansion of the Company's sales force and
repayment of certain debts.

In the fourth quarter of 1996, the Company settled a dispute with a significant
shareholder and creditor. The settlement agreement consisted of returning the
above shareholder's original investment of $250,000 in return for 1,316,750
shares of stock and repaying the funds originally loaned to the Company under
the terms of the Convertible Venture Agreement.

The Company's primary capital commitment at June 30, 1996, consists of its
purchase obligation of Steridyne. The terms of the asset purchase agreement with
Steridyne require the Company to pay the former Steridyne shareholders
approximately $3.5 million in cash and the assumption of $1.3 million of
liabilities subject to a financing contingency.

For the last few years, the Company has financed its operations primarily
through private sales of securities and revenues from the sale of its products.
Since June 1993, the Company has received net proceeds of approximately $3.0
million from private sale of equity securities. The Company may raise additional
capital through private and/or public sales of securities in the future.


                                        5
<PAGE>

Item 7.  Financial Statements

Index to Consolidated Financial Statements:                               Page
                                                                          ----
Report of independent auditors for the years ended
      June 30, 1996 and 1995................................................7

Consolidated balance sheets as of June 30, 1996 and 1995....................8

Consolidated income statements for the years ended
      June 30, 1996 and 1995................................................9

Consolidated statements of stockholders' equity for the years ended
      June 30, 1996 and 1995...............................................10

Consolidated statements of cash flows for the years ended
      June 30, 1996 and 1995...............................................11

Notes to consolidated financial statements.................................12


                                        6
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

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

      We have audited the accompanying consolidated balance sheets of Medical
Technology & Innovations, Inc. and subsidiary as of June 30, 1996 and 1995, 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 subsidiary as of June 30, 1996 and
1995, and consolidated results of their operations and their consolidated cash
flows for the years then ended in conformity with generally accepted accounting
principles.

      As discussed in Note 16 to the consolidated financial statements,
subsequent to the issuance of the 1996 consolidated financial statements and our
report thereon dated September 11, 1996, we discovered that the consolidated
financial statements did not reflect certain transactions involving the issuance
of stock for services. The consolidated financial statements have been restated
to reflect these transactions. In our original report we expressed an
unqualified opinion on the 1996 and 1995 consolidated financial statements, and
our opinion on the revised financial statements, as expressed herein, remains
unqualified.

                                                /s/   SIMON LEVER & COMPANY

Lancaster, Pennsylvania
September 11, 1996, except for Note 16
as to which the date is October 21, 1996
    


                                        7
<PAGE>

                     Medical Technology & Innovations, Inc.
                           Consolidated Balance Sheets
                                     June 30
<TABLE>
<CAPTION>
                                     Assets
                                     ------
                                                                            1996           1995
                                                                     -----------    -----------
<S>                                                                  <C>            <C>        
Current Assets:
               Cash                                                  $   273,942    $    65,833
               Accounts Receivable, less allowances of $30,000 and
                  $9,500, respectively                                   330,439        116,029
               Inventory                                                 148,010         99,374
               Prepaid Expenses                                          164,466          8,035
                                                                     -----------    -----------
               Total Current Assets                                      916,857        289,271

Fixed Assets:
               Property & Equipment                                      483,907        205,896
               Less: Accumulated Depreciation                           (141,494)       (81,125)
                                                                     -----------    -----------
               Fixed Assets, net                                         342,413        124,771

Other Assets:
               Intangible and Other Assets                                 7.970          4,961
                                                                     -----------    -----------
               Other Assets, net                                           7,970          4,961

Total Assets                                                         $ 1,267,240    $   419,003
                                                                     ===========    ===========

                      Liabilities and Stockholders' Equity
                      ------------------------------------

Current Liabilities:
               Accounts Payable                                      $   188,979    $   186,876
               Accrued Liabilities                                        98,625        145,806
               Current Maturities of Long-Term Debt                      680,000        365,800
                                                                     -----------    -----------
               Total Current Liabilities                                 967,604        698,482

Long-Term Debt, Net of Current Maturities                              1,021,997      1,010,844
                                                                     -----------    -----------

Total Liabilities                                                      1,989,601      1,709,326

   
Stockholders' Equity:
               Common Stock, no par value, authorized 700,000,000
                 Shares, outstanding 12,147,299 and 11,205,036
                 Shares, respectively                                  4,147,140      1,435,407
               Preferred Stock, authorized 100,000,000 shares
                $1,000 par value, 12%, noncumulative,
                 Outstanding 56 and 56 shares, respectively               56,000         56,000
                $100 par value, none issued
               Treasury Stock, at cost                                  (250,000)
               Accumulated Deficit                                    (4,675,501)    (2,781,730)
                                                                     -----------    -----------
               Total Stockholders' Equity                               (722,361)    (1,290,323)
    

Total Liabilities and Stockholders' Equity                           $ 1,267,240    $   419,003
                                                                     ===========    ===========
</TABLE>

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


                                        8
<PAGE>

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

                                                   (Restated)

                                                          1996             1995
                                                   -----------      -----------

Revenues                                           $   696,185      $   865,136
Cost of Goods Sold                                     535,148          575,177
                                                   -----------      -----------
               Gross Profit                            161,037          289,959

   
Operating Expenses:
               Advertising                             224,029           67,263
               Wages                                   775,762          281,839
               Leases                                   48,318           31,921
               Royalties                                35,554           61,384
               Interest                                111,153           63,544
               General and Administrative              859,992          477,087
                                                   -----------      -----------
               Total Operating Expenses              2,054,808          983,038
Net Loss                                           ($1,893,771)     ($  693,079)
                                                   ===========      ===========
    

Earnings (Loss) per common share:
               Net Loss                            ($     .159)     ($     .062)

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


                                        9
<PAGE>

                     Medical Technology & Innovations, Inc.
                 Consolidated Statements of Stockholders' Equity
                           For the Years Ended June 30
<TABLE>
<CAPTION>
                                                                                                                Total
                                    Common          Common       Preferred       Treasury     Accumulated    Stockholders'
                                    Shares           Stock         Stock          Stock         Deficit         Equity
                                  -----------    -----------   ------------   ------------    -----------    -----------
<S>                                <C>           <C>           <C>            <C>             <C>            <C>         
   
Balance at June 30, 1994           10,564,256    $ 1,070,406   $     56,000                   ($2,088,651)   ($  962,245)
Issuance of common stock              640,780        365,001                                                     365,001
Net loss                                                                                         (693,079)      (693,079)
                                  -----------    -----------   ------------   ------------    -----------    -----------
Balance at June 30, 1995           11,205,036      1,435,407         56,000                    (2,781,730)    (1,290,323)
Issuance of common stock            1,306,409      1,147,076                                                   1,147,076
Exercise of stock options             735,084      1,102,427                                                   1,102,427
Stock issued for services             217,520        462,230                                                     462,230
Purchase of treasury shares        (1,316,750)                                ($   250,000)                     (250,000)
Net loss (Restated)                                                                            (1,893,771)    (1,893,771)
                                  -----------    -----------   ------------   ------------    -----------    ----------- 
Balance at June 30, 1996           12,147,299    $ 4,147,140   $     56,000   ($   250,000)   ($4,675,501)   ($  722,361)
                                  -----------    -----------   ------------   ------------    -----------    -----------
</TABLE>
    

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


                                       10
<PAGE>

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

                                                                    1996           1995
                                                                -----------    -----------
<S>                                                             <C>            <C>         
   
Cash flows from operating activities:
Net Loss                                                        ($1,893,771)   ($  693,079)
Adjustments to reconcile net loss to net cash used in
operating activities:
                 Depreciation and Amortization                       60,522         66,422
                 Increase in Accounts Receivable                   (214,410)       (89,451)
                 (Increase) Decrease in Inventory                   (48,636)        18,553
                 Increase in Prepaid Expenses                      (156,431)        (8,035)
                 (Decrease) Increase in Accounts Payable            (47,234)        14,823
                 Increase in Accrued Liabilities                      2,156         51,909
                 Stock issued for services                          462,230
                                                                -----------    -----------
Net cash used in operating activities                            (1,835,574)      (638,858)

Cash flows from investing activities:
                 Purchase of fixed assets                          (278,011)       (25,074)
                 Increase in Intangible Asset                        (3,162)        (1,503)
                                                                -----------    -----------
Net cash used in investing activities                              (281,173)       (26,577)

Cash flows from financing activities:
                 Proceeds from issuance of stock, net             1,147,076        365,001
                 Proceeds from exercise of stock options, net     1,102,427
                 Acquisition of Treasury Stock                     (250,000)
                 Proceeds from issuance of notes payable            538,458        350,000
                 Repayment of notes payable                        (213,105)       (11,643)
                                                                -----------    -----------
Net cash from financing activities                                2,324,856        703,358
                                                                -----------    -----------
Net increase in cash                                                208,109         37,923
Cash at beginning of year                                            65,833         27,910
                                                                -----------    -----------
Cash at end of year                                             $   273,942    $    65,833
                                                                -----------    -----------

Supplemental Disclosures:
                 Cash paid during the year for interest              58,000         61,000
</TABLE>
    

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


                                       11
<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
      derives substantially all of its revenues from the MTI PhotoscreenerTM,
      which is a patented product. The patent on the MTI PhotoscreenerTM expires
      in 2008.

2.    Summary of Significant Accounting Policies.

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

      b.    Reclassifications. Certain amounts in the prior years' consolidated
            financial statements have been reclassified to conform with the
            current year presentation.

      c.    Revenue Recognition. Revenue from product sales are recognized at
            the time product is shipped.

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

      e.    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.

      f.    Intangible and Other Assets. Intangible and other assets are
            amortized on a straight-line basis over their estimated remaining
            lives.

      g.    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.

      h.    Advertising. Advertising costs are expensed as incurred.

      i.    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.

3.    Inventories. Inventories consisted of the following at June 30, 1996 and
      1995:

                                                           1996           1995
                                                       --------       --------

            Raw materials                              $ 41,364       $ 29,571
            Work in process                              62,929         16,156
            Finished Goods                               43,717         53,647
                                                       --------       --------
                                                       $148,010       $ 99,374
                                                       ========       ========


                                       12
<PAGE>

4.    Fixed Assets. Fixed assets consisted of the following at June 30, 1996 and
      1995:

                                                           1996           1995
                                                       --------       --------

            Plant equipment                            $176,134       $116,135
            Land                                        200,000              0
            Computer equipment and software              54,454         48,489
            Furniture, fixtures, and improvements        53,319         41,272
                                                       --------       --------
                                                       $483,907       $205,896
                                                       ========       ========

5.    Long-Term Debt. Long-Term Debt consisted of the following at June 30, 1996
      and 1995:
<TABLE>
<CAPTION>
                                                                           1996           1995
                                                                    -----------    -----------
<S>                                                                 <C>            <C>        
      12% subordinated convertible notes, due May 1998              $   310,750    $   277,750

      8.5% note, due February 1, 1999, interest payable
      monthly, secured by a mortgage                                    234,000              0

      11.25% note, due February 1999, principal and interest
      payable monthly, secured by substantially all of the assets
      of the Company, except for the Company's patent, and
      guaranteed by the Company's President and major stockholder       170,982        211,296

      Convertible Venture agreement, royalties payable
      quarterly at the rate of  5.0% of sales paid in full
      in 1996                                                                 0        140,339

      7.0% notes, due 1998, principal and interest payable
      monthly, secured by substantially all of the assets of the
      Company, except for the Company's patent, and guaranteed by
      the Company's President and major stockholder                     130,500        131,261

      11.25% note, due March 2001, principal and interest payable
      monthly, secured by substantially all of the assets of the
      Company, except for the Company's patent and guaranteed by
      the Company's President and major stockholder                     126,862        125,000

      10.0% convertible note, due March 2001, interest
      payable quarterly                                                  93,799         84,908

      10.0% convertible note, due March 2002, interest
      payable quarterly                                                  86,814         78,584

      Secured notes payable, due various dates, interest
      payable various at 0% to 8%                                        74,465         76,362

      Unsecured notes payable, due various dates, interest
      payable various at 0% to 10%                                      473,825        251,144
                                                                    -----------    -----------
      Total notes payable                                             1,701,997      1,376,644
      Less: amounts due in one year                                    (680,000)      (365,800)
                                                                    -----------    -----------
                                                                    $ 1,021,997    $ 1,010,844
                                                                    ===========    ===========
</TABLE>

      The 12% subordinated convertible notes due May 1998 are convertible into
      526,700 shares of the Company's common stock adjusted for certain
      antidilutive events upon the earlier of (1) May 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.


                                       13
<PAGE>

      The 10.0% convertible note, due March 2001, and the 10.0% convertible
      note, due March 2002, are convertible into 158,010 shares and 131,675
      shares respectively adjusted for certain antidilutive events upon the
      earlier of (1) March 1, 1997 and March 1, 1998, respectively, (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 amount of long-term debt maturing in each of the next five fiscal
      years is $680,000 in 1997, $385,600 in 1998, $321,300 in 1999, $27,700 in
      2000, and $105,800 in 2001.

6.    Lease Expense. The Company leases various equipment and office space under
      operating lease agreements. Future minimum annual rentals for subsequent
      fiscal years are as follows at June 30, 1996:

            Fiscal               Lease
            Year                 Payments
            ----                 --------
            1997                 $20,100
            1998                  13,900
            1999                   6,000

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 common share equivalents outstanding. The average number of shares
      used to compute primary earnings per share was 11,887,775 and 11,161,512
      for the fiscal years ended June 30, 1996 and 1995 respectively. The
      difference between primary and fully diluted earnings (loss) per share was
      not material in either year.

8.    Income Taxes. The Company did not incur any income tax expense for its
      fiscal years ending June 30, 1996 and 1995 respectively. As of June 30,
      1996 the Company has sustained approximately $4.0 million in net operating
      losses (NOLs) for tax purposes. These NOLs will expire in various amounts
      if not utilized between 2004 and 2011 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 it 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.
      The amount of royalties incurred by the Company were $35,600 and $42,100
      for its fiscal years ending June 30, 1996 and 1995 respectively under this
      agreement.

10.   Stock Option Plans. In October of 1995 officers of the Company were
      granted options to acquire up to 2.0 million shares of common stock at an
      exercise price of $1.50 per share. The options are exercisable over a
      three year period commencing with the quarter ending June 30, 1996 and are
      reduced 40,000 shares per calendar quarter per participant in the event of
      termination of employment.

      In December of 1995 the Company granted options to a financial and
      investor relations consultant to acquire 1.5 million shares of the
      Company's common stock at an exercise price of $1.50 per share. The
      options are exercisable over a one year period.

      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. No options have been granted under the 1996 Stock Option Plan.

      The following is a summary of stock option transactions:


                                       14
<PAGE>

                                                         1996
                                                   ----------
      Outstanding, beginning of year                        0
      Options granted                               3,500,000
      Options exercised                              (735,084)
      Options cancelled                                (9,936)
                                                   ----------
      Outstanding, end of year                      2,754,980
      Exercisable, end of year                        914,980

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

      MTI received accounting services from a firm in which one of its partners
      was one of MTI's directors. Fees incurred by MTI for such services
      totalled approximately $23,400 for the year ended June 30, 1995. Amounts
      due for such services, which are included in the balance sheets, at June
      30, 1996 and 1995 were $11,600 and $45,800, respectively.

      MTI received legal services from a firm in which one of its partners was
      one of MTI's directors. Fees incurred by MTI for such services totalled
      approximately $11,000 for the year ended June 30, 1995. Amounts due for
      such services, which are included in the balance sheets, at June 30, 1996
      and 1995 were $1,500 and $16,600, respectively.

      During its fiscal year ending June 30, 1996 the Company borrowed
      approximately $108,000 from its President and major stockholder, which
      amount is included in the balance sheet at June 30, 1996.

12.   Business Combination. On October 2, 1995 the Company acquired all the
      outstanding shares of MTI by exchanging 10,263,733 shares of the Company's
      common stock for all of the outstanding stock of MTI. After the
      acquisition, MTI shareholders owned 88% of the fully diluted common stock
      of the Company. This acquisition, commonly referred to as a reverse
      merger, was accounted for using the pooling of interests method of
      accounting. Therefore, the Company's consolidated financial statements and
      information reported for periods prior to the merger have been restated to
      include MTI for the periods presented. Prior to the merger the Company was
      not actively conducting business and had no net assets on October 2, 1995.

13.   Fair Value of Financial Instruments. The estimated fair values of the
      Company's financial instruments as of June 30, 1996 and 1995 are as
      follows:

                                     1996                      1995
                            -----------------------   -----------------------
                            Carrying     Fair         Carrying     Fair
                            Amount       Value        Amount       Value

      Accounts Receivable   $  330,439   $  330,439   $  116,029   $  116,029
      Accounts Payable         139,642      139,642      186,876      186,876
      Accrued Expenses         147,962      147,962      145,806      145,806
      Long-term debt         1,701,997    1,701,997    1,376,644    1,376,644

      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.

14.   Major Customers. For the years ended June 30, 1996 and 1995, the Company
      had major customers, that accounted for more than 10% of sales as follows:

                                                           1996           1995
                                                       --------       --------
            No. of Customers                                  3              2
            Revenues                                   $253,000       $492,000
            Accounts Receivable                          72,000         17,000


                                       15
<PAGE>

15.   Geographic Area Information. The Company sells its products both
      domestically and internationally. All international transactions are
      conducted in U.S. currency. Information concerning operations by principal
      geographic area was as follows:
<TABLE>
<CAPTION>
                            United         Asia/
                            States         Pacific        Europe         Consolidated
                            ------         -------        ------         ------------
<S>                         <C>            <C>            <C>            <C>        
   
      June 30, 1996
      Revenues              $   525,185    $   154,000    $    17,000    $   696,185
      Net Earnings(Loss)     (1,521,272)      (335,467)       (37,032)    (1,893,771)
      Identifiable Assets     1,185,240         69,000         13,000      1,267,240
</TABLE>
    

      International sales did not exceed more than 10% of sales during the year
      ended June 30, 1995.

   
16.   Restated Financial Statements. Subsequent to the issuance of the Company's
      financial statements, management discovered that certain transactions
      involving the issuance of common stock for services had inadvertently been
      excluded. The inclusion of these items in the restated financial
      statements based upon their fair market value on the date of issuance had
      the effect of increasing the net loss for 1996 by $377,230 ($.031 per
      share).
    

17.   Subsequent Events (Unaudited). In August of 1996 the Company acquired the
      net assets of Steridyne Corporation, a Florida Corporation (hereinafter
      Steridyne), for approximately $4.8 million. This acquisition will be
      accounted for by the purchase method of accounting. Accordingly, the
      purchase price will be allocated to assets acquired and liabilities
      assumed based upon their estimated fair values. Prior to the acquisition,
      Steridyne was a Subchapter S Corporation with a fiscal year ending
      September 30. Steridyne's net revenues for its fiscal year ending
      September 30, 1995 and income before officer/shareholder salaries were
      approximately $3.3 million and $400,000 respectively.

      In July of 1996 the Company raised approximately $6.2 million in a stock
      offering, consisting of 8% convertible Series A Preferred Stock. The
      Series A Preferred Stock is convertible into approximately 2.8 million
      shares of common stock. The holders of Series A Preferred Stock and the
      placement agent also received warrants to acquire approximately 3.1
      million shares of common stock at approximately $2.73 per share.

      In July of 1996 the Company entered into a three year operating lease for
      the rental of a commercial building with a monthly lease payment of
      $2,300.


                                       16
<PAGE>

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

On April 26, 1996, the Company engaged Simon Lever & Company as its independent
accountant. The decision of the Company was recommended by the Company's board
of directors and approved by its shareholders. The Company's former independent
accountant, who was a sole practitioner, did not contain an adverse opinion or
disclaimer of opinion nor was it modified as to uncertainty, audit scope, or
accounting principles. Additionally, there were no disagreements between the
Company and the former independent accountant.

                                    PART III.

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act
<TABLE>
<CAPTION>
   
                      POSITION WITH                     DATE ELECTED        TERM OF
NAME                  COMPANY                           DIRECTOR            OFFICE         AGE
<S>                   <C>                               <C>                 <C>            <C>
Jeremy Feakins        Director, Chief Executive
                      Officer, and President            April 1996          3 years        43


Steven Gill           Director, Executive
                      Vice President, and
                      Chief Financial Officer           April 1996          3 years        36

George Hartman        Senior Vice President of
                      Sales and Marketing               April 1996          3 years        52

William Scott         Director                          April 1996          1 year         64

Thomas Penaluna       Director                          April 1996          2 years        47

John Behrmann         Director                          April 1996          1 year         61

Matthew Crimmins      Director                          April 1996          1 year         63
</TABLE>

BUSINESS EXPERIENCE OF DIRECTORS

Mr. Feakins was 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 College, Ipswich, Suffolk, England.

Mr. Behrmann has been a director since April 1996. Mr. Behrmann is a director of
First American Health Concepts, Inc., a public company in the optical insurance
business and owner and operator of Evergreen Industries, Inc., a company with
interests in commercial deer farming and real estate. He is also a stockholder
and chairman of the board of Preston Reynolds & Co., Inc., an investment banking
firm with special emphasis on the oil and gas industry and a stockholder and
director of Redstone Resources, Inc., a company engaged in natural gas
exploration. Mr. Behrmann was formerly a Senior Vice President, Chief Financial
Officer, and director of Dentsply International, Inc., a health care company, is
a C.P.A and holds a B.S. degree in Commerce and Finance from Bucknell
University, Lewisburg, Pennsylvania.

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.
    


                                       17
<PAGE>
   
Mr. Gill was elected to the Board in April 1996. Prior to becoming with the
Company, he was an attorney engaged in the private practice of law. He is a
member of Iowa State Bar. He is also a C.P.A., and from 1983 to 1989, he was an
accountant and worked for Price Waterhouse, Arthur Andersen, and Motorola. Mr.
Gill received his B.B.A. (Accounting), M.A. (Accounting), and J.D. degrees from
the University of Iowa. Mr. Gill serves as Executive Vice President and Chief
Financial Officer of the Company.

Mr. Hartman was elected to the Board in April 1996. Since October 1995, he has
served as Senior Vice President of Sales and Marketing. From 1987 to 1995, he
was a with the Jay Group and held a number of executive positions, including
National Sales Manager and Vice President of Sales and Marketing. Mr. Hartman
received his undergraduate degree from Juniata College.

Mr. Penaluna has been a director since April 1996 and is currently President and
Chief Executive Officer of Credit Bureau Enterprises. He is also President and
Chief Executive Officer of Paragon Solutions, Inc., a medical billing service
company, and a director of Valichek, Inc. Mr. Penaluna received his
undergraduate and graduate degrees from Mankato State University.

Mr. Scott was elected to the Board in April 1996. He is a Professor of
Ophthalmology at the Iowa College of Medicine. Mr. Scott is a graduate of the
University of Iowa.

BUSINESS EXPERIENCE OF SIGNIFICANT OFFICER

Robert Ballheim joined the Company in May 1993 as Executive Vice President of
Engineering. From 1967 to 1993, he was with Chamberlain Manufacturing
Corporation where he held a number of executive positions, including Director of
the Ammunition Development Group, Vice President and General Manager, R & D
Division, and Vice President, Engineering, Waterloo Division. Mr. Ballheim
received his B.S. degree in mathematics from the University of Northern Iowa.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of its Common
Stock, to file reports of ownership and changes of ownership with the Securities
and Exchange Commission (SEC). Officers, directors, and greater than ten-percent
stockholders are required by SEC regulation to furnish the Company with copies
of all ownership forms they file.

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, Ballheim,
Gill, Hartman, Penaluna, and Scott did not timely file Forms 3, 4, or 5 for the
fiscal year ending June 30, 1996 as follows:

Name                No. of Late Reports           No. of Late Transactions.
----                -------------------           -------------------------

Jeremy Feakins                 3                             2
Robert Ballheim                3                             2
Steven Gill                    2                             1
George Hartman                 3                             2
Tom Penaluna                   2                             0
William Scott                  1                             0

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
year ending June 30, 1996.
    


                                       18
<PAGE>

<TABLE>
<CAPTION>
   
---------------------------------------------------------------------------------------------------------------------------------
    Name and Principal     Fiscal           Annual Compensation             Long-Term Compensation                   All Other
    Position               Year                                                                                      Compensation
---------------------------------------------------------------------------------------------------------------------------------
                                    Salary        Bonus    Other Annual             Awards                Payouts
                                                           Compensation
---------------------------------------------------------------------------------------------------------------------------------
                                                                         Restricted       Options/SARs    LTIP
                                                                         Stock Award(s)                   Payouts
---------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>      <C>           <C>      <C>                            <C>             <C>        <C>
J. Feakins,                1996     $123,000      0        $212,500                       500,000         0          0
President and Chief
Executive Officer (1)
---------------------------------------------------------------------------------------------------------------------------------
R. Ballheim,               1996       87,000      0          42,500                       500,000         0          0
Executive Vice
President of
Engineering
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

----------
1.    Mr. Feakins 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>
<CAPTION>
Name           # of Shares Common Stock     % of Total Options Granted to      Exercise of Base Price ($/share)    Expiration Date
                  Underlying Options          Employees in Fiscal Year
                     Granted (1)
<S>                    <C>                               <C>                                <C>                          <C>
J. Feakins             500,000                           25%                                $1.50                        (2)
R. Ballheim            500,000                           25%                                $1.50                        (2)
S. Gill                500,000                           25%                                $1.50                        (2)
G. Hartman             500,000                           25%                                $1.50                        (2)
</TABLE>

----------
1.    Options become exercisable at the rate of 40,000 per calendar quarter,
      commencing June 30, 1996 for 11 quarters with 60,000 in the 12th quarter.
      Options not yet exercisable in the event of cessation of employment are
      forfeited by the individual participant unless there is a change of
      control of the Company. In which event, all options granted are
      immediately exercisable. The number of options granted to Mr. Hartman are
      dependent upon achieving certain sales targets and may be reduced, but not
      below 20,000 per calendar quarter.

2.    The expiration dates for the options granted are two (2) years from the
      date the options become exercisable.


       AGGREGATED OPTION EXERCISES IN THE FISCAL YEAR ENDED JUNE 30, 1996
                        AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Name             # of Shares Acquired     Value Realized   # of Shares of Common       Exercisable/Un-      Value of Unexercised
                      on Exercise                             Stock Underlying          exercisable         in-the-money Options
                                                             Unexercised Options @                             Exercisable/Un-
                                                                Fiscal Year End                                 exercisable
---------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                      <C>                 <C>                      <C>                     <C>           
J. Feakins       0                        0                   500,000                  40,000/460,000          60,000/690,000
---------------------------------------------------------------------------------------------------------------------------------
R. Ballheim      0                        0                   500,000                  40,000/460,000          60,000/690,000
---------------------------------------------------------------------------------------------------------------------------------
S. Gill          0                        0                   500,000                  40,000/460,000          60,000/690,000
---------------------------------------------------------------------------------------------------------------------------------
G. Hartman       0                        0                   490,064                  30,064/460,000          45,096/690,000
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    


                                       19
<PAGE>
   
1996 STOCK OPTION PLAN

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. No
options have been granted under the 1996 Stock Option Plan.

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, 1996.

<TABLE>
<CAPTION>
                                                      AMOUNT AND NATURE                PERCENT OF
NAME                   POSITION                       OF BENEFICIAL OWNERSHIP(1)       OWNERSHIP
---------              -------------                  --------------------------       ------
<S>                    <C>                            <C>                              <C>   
Jeremy Feakins         Director, Chief Executive      5,410,461 shs                    44.54%
                       Officer, and President                                                
                                                                                             
Robert Ballheim        Executive Vice President         125,837 shs                     1.04% 
                       of Engineering                                                        
                                                                                             
John Behrmann          Director                               0                         0.00%
                                                                                             
Matthew Crimmins       Director                               0                         0.00%
                                                                                             
Steven Gill            Director, Executive               40,000 shs                     0.33%  
                       Vice President and                                                    
                       Chief Financial Officer                                               
                                                                                             
George Hartman         Director and Senior Vice          35,064 shs                     0.29%  
                       President of Sales and                                                
                       Marketing                                                             
                                                                                             
Thomas Penaluna        Director                          92,172 shs(2)                  0.75%  
                                                                                             
William Scott          Director                               0                         0.00%
                                                                                             
All Executive                                                                                
Directors and                                                                                
Officers as a Group                                   5,703,534                        46.95%
</TABLE>

----------
1.    Includes options exercisable within 60 days from June 30, 1996.

2.    Includes 92,172 shares owned by a partnership in which Mr. Penaluna is a
      partner.

Item 12.  Certain Relationships and Related Transactions

From November 1995 to May 1996, Jeremy Feakins, President, Chief Executive
Officer, and Director loaned the Company approximately $108,000. The above loan
was an unsecured promissory note and was non-interest bearing.
The above-described loan was repaid by the company in July 1996.

Item 13.  Exhibits and Reports on Form 8-K

(a)   Exhibits:

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

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

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


                                       20
<PAGE>

      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 Exhibit 10.3 to the Company's Annual Report
      on Form 10-KSB (File No. 33-27610-A), filed September 30, 1996]
    

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

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

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

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

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

21.0  Subsidiary of the Company.

            Medical Technology, Inc., an Iowa corporation

   
23.1  Consent of Simon Lever & Company.
    

24.1  Form of Power of Attorney as indicated on Page 22 of this Form 10-KSB.

27.1  Financial Data Schedules.

            (b) Reports on Form 8-K.

            On May 1, 1996, the Company filed a current report on Form 8-K for
            an event of April 26, 1996, disclosing (1) in Item 4 thereof, a
            change of the Company's certifying accountant, (2) in Item 5
            disclosing the election of individuals who will serve as directors
            of the Company, (3) disclosing in Item 8 a change of the Company's
            fiscal year from January 31 to June 30.

27    Financial Data Schedule


                                       21
<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/ STEVEN GILL
   -----------------------------            -----------------------------------
   Jeremy  P. Feakins, President            Steven Gill, Executive Vice
   and Chief Executive Officer              President, Chief Financial Officer,
                                            and Secretary
   
Date:  October 30, 1996.

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                      /s/ STEVEN GILL
---------------------------------          -----------------------------------
Jeremy  P. Feakins, President              Steven Gill, Executive Vice
and Chief Executive Officer,               President, Chief Financial Officer,
Chairman, and Director                     Secretary, and Director

/s/ GEORGE H. HARTMAN, III                 /s/ JOHN BEHRMANN*
---------------------------------          -----------------------------------
George H. Hartman, III, Sr. Vice           John Behrmann, Director
President of Sales and Marketing,
and Director

                                           /s/ TOM PENALUNA*
---------------------------------          -----------------------------------
Matthew Crimmins, Director                 Tom Penaluna, Director

---------------------------------
William Scott, Director

----------
* Pursuant to Power of Attorney

Date:  October 30, 1996.
    

                                       22


                           LIMITED POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS that John R. Behrmann has made, constituted and
appointed, and by these presents does make, constitute and appoint Steven Gill,
as true and lawful attorney for me and in my name, place and stead giving and
granting unto my said attorney above-named, full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in and about the premises as fully, to all intents and purposes, as I might
or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that he, my said attorney, or
his substitute shall lawfully do or cause to be done by virtue hereof as follow:

          TO SIGN ON MY BEHALF, MEDICAL TECHNOLOGY AND INNOVATIONS, INC.'S,
          FORM 10-KSB-A FOR THE FISCAL YEAR ENDING JUNE 30, 1996.

IN WITNESS THEREOF, I have hereunto set my hand and seal this ________ day of
October, 1996.

          Sealed and delivered in the presence of:


-----------------------------                       ---------------------------
                                                    John R. Behrmann
-----------------------------

STATE OF ________________

COUNTY OF _______________

          BE IT KNOWN that on October _____, 1996 before me, a Notary Public, in
and for the State of __________, duly commissioned and sworn, personally
appeared John R. Behrmann to me personally known and known to me to be the
person described in and who executed the within Power of Attorney and who
acknowledged the within Power of Attorney, to be his Act and Deed.

          IN WITNESS WHEREOF, I have hereunto set my name and official seal the
day and year last above written.

                                           ------------------------------------
                                           NOTARY PUBLIC

                                           My Commission Expires: