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, 1999

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

   615 Centerville Road, Lancaster, PA                 17601
(Address of principal executive offices)             (Zip Code


                                 (717) 892-6770
                (Issuer's telephone number, including area code)

                    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 $5,443,604.

     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  October  29,  1999 was  approximately
$1,682,900.

     As of June 30, 1999 27,548,334 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]




<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(TM),  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,  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  Steritemp(R)  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   includes
Steritemp(R)'s  own branded  electronic  thermometer  and probe  cover  kits.  A
non-sterile  economy  sheath/probe  cover line,  Value  Brand(TM),  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-G(TM) and SofSeat(TM), 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.



<PAGE>


Marketing and Distribution

The  Company  markets the  PhotoScreener(TM)  domestically  and  internationally
through  a  combination  of  direct  sales   representatives   and   independent
distributors. The Company markets the 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.

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(TM)  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. Most of
its business is 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(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.

As a result of the  acquisition  of Steridyne  in August  1996,  the Company has
obtained rights to 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(TM) 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(TM)  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(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, 1999 and 1998, the Company employed 38 full-time employees.  None
of the Company's  employees are  represented  by a labor union,  and the Company
considers its employee relations to be good.



<PAGE>


Item 2. Description of Properties

The  Company's  principal  executive and  administrative  offices are located in
Lancaster,  Pennsylvania.  In July of 1998,  the Company  sold the  building and
moved its headquarters to a smaller leased facility in Lancaster,  Pennsylvania.
In August of 1996,  the Company  moved its  PhotoScreener(TM)  manufacturing  to
leased  facilities  in Waterloo,  Iowa.  The Company  also owns a  manufacturing
facility  in  Riviera  Beach,  Florida  where  manufacturing,  distribution  and
administrative functions of Steridyne Corporation are conducted. The facility is
subject to a mortgage of approximately  $230,000.  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 March  1997,  the  Company was sued by  Lehman-Millet  Incorporated  "LMI" in
Suffolk  County  Superior Court in Boston,  Massachusetts  concerning an alleged
agreement to provide public relations and promotional assistance with respect to
the PhotoScreener. This lawsuit was settled in March of 1998.

In  November,  1997 the Company  initiated  a law suit  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.

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.

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 1998 annual
meeting of stockholders which was held April 12, 1999:

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

<TABLE>
<CAPTION>
Director              Term     Votes For    Votes Against    Votes Abstain
--------              ----     ---------    -------------    -------------
<S>                   <C>      <C>          <C>              <C>
Jeremy P. Feakins     3 yr.    24,049,210     4,860            256,968
Dennis A. Surovcik    3 yr.    24,053,760       310            256,968
</TABLE>

2.   Simon Lever & Company  was  ratified as the  independent  certified  public
     accountants  by a vote of  24,232,907  in favor,  1,950  votes  against and
     76,181 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>
<CAPTION>
Quarter Ending        High   Low    Quarter Ending      High     Low
<S>                   <C>    <C>    <C>                 <C>      <C>    <C>
September 30, 1998    $ .27  $ .25  September 30, 1997  $.25     $.11
December 31, 1998       .20    .08  December 31, 1997    .69      .21
March 31, 1999          .18    .15  March 31, 1998       .35      .22
June 30, 1999           .15    .15  June 30, 1998        .40      .18
</TABLE>

As of June 30, 1999, there were approximately 683 recordholders of common stock.
Such amounts do not include common stock held in "nominee" or "street" name.

In fiscal  1998,  the  Company  sold  144,509  shares of common  stock for total
consideration  of $25,000  pursuant to Rule 506 of  Regulation D as  promulgated
under the Securities Act of 1933.

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.

Results of Operations

Fiscal Year Ended June 30, 1999 as Compared to 1998

Revenues  for the fiscal year 1999  increased  by  $902,232  or a 20%  increase.
Almost  74% of  this  increase  results  because  of  increased  demand  for the
PhotoScreener primarily from retail optical chains, and to lesser extent service
clubs and  schools  combined  with a 7% growth in the core  Steridyne  business.
Gross  profit for the fiscal year 1999  increased  by 58% versus the  comparable
period in fiscal 1998 mostly due to  increased  sales of MTI products as overall
margins are  comparable  between the two periods.  MTI products  generally  have
higher profit margins than Steridyne products.

Operating expenses during the fiscal year 1999 compared to fiscal 1998 increased
by 1% or $33,657.  Overall costs reduction programs  undertaken in the beginning
of fiscal 1999 were offset by increased  commissions  and royalties  relative to
increased  PhotoScreener  sales and certain  non-recurring costs associated with
employee severance arrangements.  Management expects to continue to reduce costs
in all areas in line with ongoing sales levels. Interest expense for fiscal 1999
decreased  by $44,930 or 19% versus  fiscal  1998  mainly due to the sale of the
former headquarters  building and pay down of the mortgage and the conversion of
$379,500 of notes into Company common stock.

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,  1999,  the  Company  had cash of  $90,581  and  working  capital of
($613,415)  as  compared  to $38,247  and  ($1,163,005)  at June 30,  1998.  The
decrease  in the  working  capital  deficit  is mostly due to the  exclusion  of
$822,601 of secured notes incurred to fund the Series A restructuring which were
converted into Company common stock in October of 1999.

Management  is in the  process of  consolidating  its  operations  into a single
location and cutting  back on  administrative  staff in line with present  sales
levels. The reorganization  should be substantially  completed by the end of the
second quarter of fiscal 2000.

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 will also have 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 is  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.
Over 60% of the  parties  who  purchased  the  Series  A  Preferred  shares  and
converted  them into shares of the  Company's  common  stock agreed to a lock-up
which  limited  sales to 8% of the amount  purchased  per month with no limit on
salability  after  October 1, 1998.  Common  stock  issued to Series A Preferred
Stockholders  electing Option 2 is subject to a lock-up which ends on October 1,
1998.  In  connection  with  securing  financing  for  Option 1 of the  Series A
Preferred  restructuring,  the Company raised an additional $719,000 for general
working capital purposes.

In August of 1998,  the  Company  received  its  largest  order  ever to deliver
approximately   700   PhotoScreeners   during  fiscal  1999.   The  order  which
approximates  $1.5  million  places  certain  restrictions  on the Company  from
selling the PhotoScreener in certain markets.  In connection with this order and
provided the customer spends several millions of dollars in national advertising
mentioning  the  PhotoScreener,  the  Company has  provided  the  customer  with
warrants to purchase 1.2 million  shares of the  Company's  stock at an exercise
price in excess of the current market.  This commitment has expired.  Unless the
customer executes a national vision screening  marketing program  mentioning the
PhotoScreener, sales of PhotoScreeners in fiscal 2000 could decline.

The Chief Executive Officer and a former director  personally signed a guarantee
with a local  bank to  provide a $250,000  line of credit to the  Company  which
terminated in January of 1999 but was extended until December of 1999.

For the past several  years the Company has financed  its  operations  primarily
through  private sales of securities and revenues from the sale of its products.
Since June of 1993 the Company has received net proceeds of approximately  $10.0
million  from the private  sale of  securities  and debt.  The Company may raise
additional  capital  through  private  and/or  public sales of securities in the
future.




<PAGE>


Year 2000 Compliance

The  Company  is aware of the issues  associated  with the  programming  code in
existing computer systems as the millennium (Year 2000) approaches. All software
used for the Company systems is supplied by software  vendors or outside service
providers.  The  Company  has  confirmed  with such  providers  that its present
software is Year 2000  compliant.  Additionally,  the Company has made inquiries
with  some of its  largest  customers  and  suppliers  and  determined  that any
possible  negative  impact  with  regard  to   non-compliance   with  year  2000
programming issues are minimal.

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



<PAGE>


Item 7.  Financial Statements

Index to Consolidated Financial Statements:                      Page

Report of independent auditors for the years
ended June 30, 1999 and 1998                                     F-1

Consolidated balance sheets as of June 30, 1999 and 1998         F-2

Consolidated income statements for the years ended
June 30, 1999 and 1998                                           F-3

Consolidated statements of stockholders' equity
for the years ended June 30, 1999 and 1998                       F-4

Consolidated statements of cash flows for the years ended
June 30, 1999 and 1998                                           F-5

Notes to consolidated financial statements                       F-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  subsidiaries  as of June 30, 1999 and 1998,
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, 1999 and
1998, and consolidated  results of their operations and their  consolidated cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming that the Company will continue as a going concern. As discussed in Note
18 to the consolidated financial statements,  the Company has suffered recurring
losses  from  operations  and has a net  working  capital  deficit  that  raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 18. The consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/    SIMON LEVER & COMPANY
-----------------------------

Lancaster, Pennsylvania
November 23, 1999


                                      F-1





<PAGE>



<TABLE>
<CAPTION>

                     Medical Technology & Innovations, Inc.
                           Consolidated Balance Sheets
                                     June 30
                                     Assets

                                                       1999             1998
                                                       -----------      ----------
<S>                                                    <C>              <C>
Current Assets:
         Cash                                          $   90,581       $   38,247
         Accounts Receivable, less allowances of
            $21,174 and $36,367, respectively             438,207          287,114
         Inventory                                        513,358          393,148
         Prepaid Expenses                                  91,002           30,740
                                                        ----------        ----------
         Total Current Assets                           1,133,148          749,249
                                                        ----------        ----------

Fixed Assets:
         Land                                             182,000          382,000
         Property & Equipment                           1,163,166        1,194,104
         Less accumulated depreciation                   (494,006)        (364,567)
                                                        ----------       ----------
         Fixed Assets, net                                851,160        1,211,537
                                                        ----------       ----------

Other Assets:
         Intangible and Other Assets                    2,134,155        2,345,530
                                                        ---------       -----------

Total Assets                                           $4,118,463       $4,306,316
                                                       ==========       ===========

      Liabilities and Stockholders' Equity
Current Liabilities:
         Accounts Payable                                 908,139       $  505,824
         Accrued Liabilities
               Payroll and payroll taxes                  180,472           84,498
               Royalties                                  147,961          111,786
               Other                                       94,155          174,274
         Current Maturities of Long-Term Debt             415,836        1,035,872
                                                        ---------        ----------
         Total Current Liabilities                      1,746,563        1,912,254

Long-Term Debt, Net of Current Maturities               1,321,158        1,117,545
                                                        ---------        ----------

Total Liabilities                                       3,067,721        3,029,799
                                                        ---------        ----------

Stockholders' Equity
  Common Stock, no par value, authorized
      700,000,000 shares, outstanding 27,548,334
      and 26,385,279 shares, respectively              10,190,092        9,632,183
  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,
     266 and 267 shares outstanding, respectively       1,596,000        1,602,000
   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 and
     1,373,531 shares, respectively)                     (436,799)        (309,742)
  Accumulated Deficit                                 (10,321,051)      (9,670,424)
                                                      ------------      -----------
  Total Stockholders' Equity                            1,050,742        1,276,517
                                                      -------------     -----------
Total Liabilities and Stockholders' Equity            $ 4,118,463       $4,306,316
                                                      =============     ===========
</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




                                                     1999             1998
                                                     -----------      -----------
<S>                                                  <C>              <C>
Revenues                                             $5,443,604       $ 4,541,372
Cost of Goods Sold                                    3,215,247         3,138,479
                                                     ------------     -----------

          Gross Profit                                2,228,357         1,402,893
                                                      ----------
Operating Expenses
          Advertising                                     7,764           128,640
          Selling, General,
          and Administrative                          2,684,920         2,530,387
                                                      ----------
          Total Operating Expenses                    2,692,684         2,659,027
                                                      ----------
(Loss) from Operations                                 (464,327)       (1,256,134)
          Interest expense, net                         186,300           231,230
                                                      -----------     -----------
Net (Loss) from Operations                            $(650,627)      $(1,487,364)


Add: Gain on Restructuring of Series A
         Preferred Stock                                 - 0 -            948,163
                                                      -----------     ------------
Net (Loss) Attributable to Common Stock              $ (650,627)      $  (539,201)
                                                     =============    ============
Net (Loss) per common share                          $   ( .024)      $    ( .069)
             (basic and diluted)(*)                  =============    ============


Net (Loss) per common share after
          Gain on Restructuring of Series A
          Preferred Stock (basic and diluted)(*)     $  ( .024)       $    ( .028)
                                                     ============     ============

Weighted Average Outstanding Shares                   27,087,143       23,041,184
                                                     ============     ============
</TABLE>


(*)  Calculated  including  Series B Preferred  Stock  accretion of $128,160 and
$96,120 for the fiscal years ended June 30, 1999 and 1998; 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                       76,000     (76,000)
  Series A Preferred Stock
  into common stock              500,000
Gain on Restructuring of
  Series A  Preferred Stock                   948,163  (1,198,163)                                                         (250,000)
Issuance of Series B Preferred
 In exchange for Series A                              (1,602,000)    1,602,000
 Preferred
                              ----------   ----------  -----------   ----------  ---------    ---------   ------------   -----------
Balance at June 30, 1998      26,385,279   $9,632,183       - 0 -    $1,602,000  $  22,500    $(309,742)  $(9,670,424)   $1,276,517
                              ----------   ----------  -----------   ----------  ---------    ---------   ------------   -----------

Purchase of Treasury Shares    (600,000)                                                       (127,057)                   (127,057)

Net Loss                                                                                                     (650,627)     (650,627)
Stock Issued for Services       983,974       172,409                                                                       172,409

Conversion of Series B           54,081         6,000                   (6,000)
Preferred
 Stock into common stock
Conversion of Subordinated
 Notes into common stock        725,000       379,500                                                         379,500
                              -----------  ----------  -----------   ----------  ---------    -----------   ------------  ----------

 Balance at June 30, 1999    27,548,334    $10,190,092     - 0 -     $1,596,000  $  22,500    $(436,799)    $(10,321,051) $1,050,742
                             ==========    =========== ===========   ==========  =========    ==========    ============= ==========
</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



                                                                      1999          1998
                                                                      ----          ----
<S>                                                               <C>           <C>
Cash flows from operating activities:
Net Loss                                                          $ (650,627)   $ (1,487,364)
Adjustments to reconcile net loss to net cash provided
(used) in operating activities:
               Depreciation and Amortization                         368,085         365,474
               (Increase) Decrease in Accounts Receivable           (151,093)        120,519
               (Increase) Decrease in Inventory                     (120,210)        299,125
               (Increase) Decrease in Prepaid Expenses               (60,261)          5,737
               Increase in Accounts Payable                          402,315          87,483
               Increase (Decrease) in Accrued Liabilities             52,030         (14,437)
               Stock issued for services                             172,409         296,113
                                                                  ------------     ----------
Net cash provided (used) in operating activities                      12,648        (327,350)

Cash flows from investing activities:
               Sale of Headquarters Land and Building                232,725          - 0 -
               Purchase of Fixed Assets                              (29,060)       (13,835)
Net cash provided (used) in investing activities                     203,665        (13,835)

Cash flows from financing activities:
               Costs incurred for restructuring of
                   Series A Preferred Stock, net                        - 0 -      (250,000)
               Proceeds from revolving credit facility               235,000          - 0 -
               Proceeds from issuance of Stock, net                     - 0 -        25,000
               Acquisition of Treasury Stock                        (127,057)          - 0 -
               Proceeds from issuance of Notes Payable                  - 0 -       728,750
               Repayment of Notes Payable                           (271,922)      (182,408)
                                                                  -----------     ----------
Net cash (used) provided from financing activities                  (163,979)       321,342
                                                                  -----------     ----------
Net increase (decrease) in cash                                        52,334       (19,843)
Cash at beginning of year                                              38,247        58,090
                                                                  -----------     ----------
Cash at end of year                                                $   90,581     $  38,247
                                                                  ===========     ==========

Supplemental Disclosure:
   Cash paid during the year for interest                          $  159,915     $ 118,337
                                                                   ==========      =========
   Conversion of subordinated notes into common stock              $  379,500        - 0 -
                                                                   ==========     ==========
</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.

     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 and Other Assets.  Intangible and other assets consist primarily
     of goodwill  associated with the acquisition of Steridyne and are amortized
     on a straight-line basis over their estimated remaining lives.  Accumulated
     amortization on intangibles and other assets total $854,963 and $643,589 at
     June 30, 1999 and 1998, 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 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

                                      F-6

<PAGE>


     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, 1999 and
     1998:

<TABLE>
<CAPTION>

                               1999                1998
                             -----------       -----------
<S>                          <C>               <C>
 Raw materials               $ 314,693         $ 271,878
 Work in process                39,712            50,305
 Finished goods                158,953            70,965
                              ---------        -----------
                             $ 513,358         $ 393,148
                              ========          ========
</TABLE>

4. Fixed  Assets.  Fixed assets  consisted of the following at June 30, 1999 and
1998:

<TABLE>
<CAPTION>

                                                         1999            1998
                                                     -----------      ----------
<S>                                                  <C>              <C>
    Plant & equipment                                $   865,525      $ 930,147
    Land                                                 182,000        382,000
    Computer equipment and software                      179,714        163,618
    Furniture and fixtures                               117,927        100,339
                                                     -----------     -----------
                                                       1,345,166      1,576,104
    Less: Accumulated Depreciation                      (494,006)      (364,567)
                                                     -----------     -----------
                                                     $   851,160     $1,211,537
                                                     ===========      ==========
</TABLE>

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

5.  Long-Term  Debt.  Long-Term Debt consisted of the following at June 30, 1999
and 1998:

<TABLE>
<CAPTION>
                                                                                  1999           1998
                                                                                --------       --------
<S>                                                                             <C>            <C>
   12% subordinated convertible notes, due May 1998                             $  - 0 -      $ 376,750

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

   11.25% note,  due  September  1999,  principal  and interest  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 President and
   major stockholder                                                              51,624         73,095

   8% convertible  notes, due March 1999,  interest  payable  quarterly,
   secured by certain assets of a subsidiary;
   guaranteed by the Company                                                     822,601        798,643


   11.25% note, due March 2001,  principal and interest 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 President and major stockholder                                      82,808         87,139

   10.0% convertible note, due March 2001, interest
   payable quarterly                                                              80,816         78,829

   10.0% convertible note, due March 2002, interest
   payable quarterly                                                              80,816         79,486

   Revolving $250,000 credit line due December 1999, unsecured, interest
   payable  monthly  at  prime  plus  2%,  facility  guaranteed  by  the
   Company's President and a
   major stockholder                                                             235,000          - 0 -

   9.5% note, due December 2011, principal and
   interest payable monthly, secured by mortgage                                 228,725        238,551


   Variable rate note payable, interest payable monthly
   at prime rate plus 7%, secured by Company's inventory                          35,339         60,000

   Unsecured notes payable, due various dates, interest
   payable various at 0% to 10%                                                  119,265        126,924
                                                                                ---------      ---------
   Total notes payable                                                           1,736,994      2,153,417
   Less: amounts due in one year                                                  (415,836)    (1,035,872)
                                                                                ----------      ----------
                                                                                $1,321,158      $1,117,545
                                                                                ==========      ==========
</TABLE>

     The 12%  subordinated  convertible  notes due May 1998 were  converted into
     725,000 shares of the Company's common stock in July of 1998.

     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 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.
     Accordingly,  this  amount has been  excluded  from  future  notes  payable
     maturities.

     The amount of long-term debt maturing in each of the next five fiscal years
     is $415,836 in 2000,  $135,800 in 2001,  $100,688 in 2002,  $8,160 in 2003,
     and $8,160 in 2004.

     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, 1999.  Rent expense for
     the fiscal  years  ended June 30,  1999 and 1998  amounted  to $81,396  and
     $48,031, respectively:

                         Fiscal           Lease
                         Year             Payments
                         ------           ----------
                         2000             $ 74,456
                         2001               48,378
                         2002               39,639

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  27,087,143  and
     23,041,184 for the fiscal years ended June 30, 1999 and 1998  respectively.
     The  Dilutive  potential  common  shares were  anti-dilutive  for the years
     ending June 30, 1999 and 1998 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, 1999 and 1998  respectively.  As of June 30,
     1999 the Company  has  sustained  in excess of $9 million in net  operating
     losses (NOLs) for tax purposes.  These NOLs will expire in various  amounts
     if not utilized between 2004 and 2013 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.  The amount of
     royalties  accrued by the Company were  $111,996 and $68,644 for its fiscal
     years ending June 30, 1999 and 1998 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  $119,782 of royalty  expense at June
     30, 1999 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 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
     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,  1999  and  1998  was  $224,280  and  $96,120,
     respectively and is not reflected in the Company balance sheets.

                                      F-7

<PAGE>


     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. The common stock issued to Series B
     Preferred shareholders is subject to the following lockup schedule:

                                            Maximum
                Date                        Tradeable
               ------------------           --------------
               December 1, 1997                 250 shares
               January 1, 1998                  750 shares
               February 1, 1998               1,500 shares
               April 1, 1998                  2,500 shares
               July 1, 1998                   5,500 shares
               October 1, 1998               10,000 shares

     As a result of the  restructuring  of the  Series A  Preferred  Stock,  the
     common stock holders have received a gain of approximately $948,000.


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 1999 and fiscal 1998,  120,000 and 500,000  options
     respectively,  have been  granted.  All options  granted in fiscal 1998 and
     20,000  options  granted  in fiscal  1999 are  exercisable  ratably  over a
     three-year  period  commencing  with the grant date at an exercise price of
     $.25  per  share.  The  remaining  options  granted  in  fiscal  1999  were
     exercisable immediately at an exercise price of $.50 per share.

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

           The following is a summary of stock option transactions:

<TABLE>
<S>                                               <C>
                                                  1999
                                                  ----------
           Outstanding, beginning of year         3,239,936
           Options granted                          120,000
           Options exercised                              0
           Options cancelled                     (1,979,936)
                                                ------------
           Outstanding, end of year               1,380,000
                                                  =========
           Exercisable, end of year               1,199,996
                                                ============
</TABLE>

     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  3.6
     million shares of common stock as of June 30, 1999. The warrants  relate to
     grants made in  connection  with an equity  issuance  and various  services
     rendered.  The warrants  can be  exercised at prices  ranging from $1.00 to
     $2.72 per  share.  Approximately  3 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.

     In March and April of 1997, a Company  affiliated  with the chief executive
     officer and director of the Company  made an  unsecured  demand loan to the
     Company for $90,000  supported by a promissory note bearing  interest at 9%
     per annum. The loan was partially repaid in October 1997 and in full in May
     1998.

     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.

     In May of 1997, the Company borrowed $50,000 from a director of the Company
     which was repaid by the Company in October of 1997.

     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 the fiscal year ended June 30, 1998 the Company issued common shares
     with a value  approximating  $100,000,  to a former  company  director  for
     performing investment banking, consulting and financial advisory services.

     The Chief  Executive  Officer  and a former  director  personally  signed a
     guarantee  with a local bank to  provide a  $250,000  line of credit to the
     Company which  terminates in December 1999. Both  individuals  were granted
     options  to  acquire  50,000  shares of the  Company's  common  stock at an
     exercise price of $.50 per share.

14.  Fair Value of  Financial  Instruments.  The  estimated  fair  values of the
     Company's  financial  instruments  as of June  30,  1999  and  1998  are as
     follows:

<TABLE>
<CAPTION>
                                       1999                               1998
                             Carrying        Fair                Carrying       Fair
                             Amount          Value               Amount         Value
                             --------------------------          --------------------------
<S>                          <C>             <C>                 <C>            <C>
  Accounts Receivable        $  438,207      $  438,207          $  287,114     $  287,114
  Accounts Payable              908,139         908,139             505,824        505,824
  Accrued Expenses              422,588         422,588             370,558        370,558
  Long-term Debt              1,736,994       1,736,994           2,153,417      2,153,417
</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, 1999 the Company had
     one major customer that accounted for approximately 27% of sales. In fiscal
     1998, the Company had no major customer that accounted for more than 10% of
     sales.

                                      F-8

<PAGE>


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
     ofthe Company to assess performance. Since the Company subsidiaries operate
     in separate distinct industry segments,  management of the overall business
     is conducted  by separate  subsidiaries.  The  Corporate  segment  includes
     salary and fringe  benefits of the Chairman and a portion of similar  costs
     related to the Chief Financial  Officer,  financial  public relations costs
     and other costs not  directly  related to the  operations  of the  business
     segments.

<TABLE>
<CAPTION>

                      Fiscal 1999           Medical        Steridyne      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                 46,217        321,868         - 0 -          368,085
   Addition to long-lived assets                 19,782          - 0 -         9,278           29,060


                      Fiscal 1998           Medical         Steridyne     Corporate       Total
                      -----------           -----------     -----------   -----------     ------------
   Revenues                                 $ 1,336,267     $ 3,205,105   $     - 0 -     $ 4,541,372
   Operating (Loss)                            (397,301)       (448,184)    (410,649)      (1,256,134)
   Net Interest                                  85,826          97,487       47,917          231,230
   Pre Tax (Loss)                              (483,127)       (545,671)    (458,566)      (1,487,364)
   Net (Loss)                                  (483,127)       (545,671)     489,597         (539,201)
   Assets                                       635,561       3,670,755        - 0 -        4,306,316
   Depreciation and amortization                 46,129         319,345        - 0 -          365,474
   Additions to long-lived assets                13,835           - 0 -        - 0 -           13,835

                                             United
       Geographic Area Information           States         Europe         Asia          Total
       ---------------------------           ----------     ----------     ---------     ----------
   1999 Sales                                $5,367,805     $   23,791     $  52,008     $5,443,604
            Long-lived Assets                $2,985,315          - 0 -         - 0 -     $2,985,315

   1998 Sales                                $4,341,321     $   22,070     $ 177,981     $4,541,372
            Long-lived Assets                $3,557,067          - 0 -         - 0 -     $3,557,067
</TABLE>

17.  Commitment.  In August of 1998, the Company received its largest order ever
     to deliver approximately 700 PhotoScreeners during fiscal 1999. The Company
     and the customer agreed,  that in consideration of the customer funding and
     executing a national  vision  screening  marketing  program  mentioning the
     PhotoScreeners,  the cost of which will be  several  million  dollars,  the
     Company shall grant the customer  warrants to purchase  1,200,000 shares of
     common stock of the Company at an exercise price of $0.88 per share.
     This commitment has expired.

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


     In view of these  matters,  realization of a major portion of the assets in
     the  accompanying  consolidated  balance sheet is dependent  upon continued
     operations of the Company,  which in turn is dependent  upon  consolidating
     the Company's ability to meet its financing requirements and the success of
     its future  operations.  Management is in the process of consolidating  its
     operations into a single location and cutting back on administrative  staff
     in  line  with  present  sales  levels.   The   reorganization   should  be
     substantially  completed  by the end of the second  quarter of fiscal 2000.
     Management  believes  that  actions  presently  being  taken to revise  the
     Company's operating and financial requirements will provide the opportunity
     for the Company to continue as a going concern.

                                      F-9


<PAGE>


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

There  were  no  disagreements   between  the  Company  and  their   independent
accountants.

                                    PART III.

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

<TABLE>
<CAPTION>
NAME                POSITION            DATE ELECTED      TERM OF
NAME                WITH COMPANY        DIRECTOR          OFFICE      AGE
------------------  -----------------   ---------------   ----------  ---
<S>                 <C>                 <C>               <C>         <C>
Jeremy Feakins      Director, Chief     April 1999         3 years    46

Dennis Surovcik     Director, Chief     April 1999         3 years    53

Mathew Crimmins     Director            January 1997       3 years    67
</TABLE>


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 joined the company in January 1998 as Senior Vice President,  Chief
Financial Officer and Secretary. 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.

BUSINESS EXPERIENCE OF SIGNIFICANT OFFICERS

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.


<PAGE>


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 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 Surovcik
did not timely  file Forms 3,4, or 5 for the fiscal year ending June 30, 1999 as
follows:

                    No. of Late
Name                Reports
--------------      ----------
Jeremy Feakins      3
Dennis Surovcik     3

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, 1999 and 1998.

<TABLE>
<CAPTION>

Name and
Principal         Fical                                                                                 All Other
Position          Year        Annual  Compensation             Long-Term Compensation                   Compensation
                           Salary      Bonus     Other         Awards                         Payouts
----------------- -------- ----------- --------- ------------- ------------------------------ --------- ---------------
                                                               Restricted Stock               LTIP
                                                               Awards            Options/SARs Payouts
----------------- -------- ----------- --------- ------------- ----------------- ------------ --------- ---------------
<S>               <C>      <C>         <C>       <C>           <C>               <C>          <C>       <C>
J. Feakins,       1999     $152,528         0                                0         50,000       0             0

D. Surovcik,      1999     $125,519         0                                0              0       0             0

R. Brennan        1999     $  71,814        0                                0              0       0             0

J. Stefanick      1999     $97,900          0                                0              0       0             0
</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.



<PAGE>



<TABLE>
<CAPTION>
                     STOCK OPTION GRANTS IN LAST FISCAL YEAR

                                   (Individual Grants)
                                   --------------------
             No. of Shares Common  % of Total Options
             Common Stock          Granted to
             Underlying Options    Employees in          Exercise of
Name         Granted               Fiscal Year           Base Price    Expiration Date
-----------  --------------------  --------------------  ------------- ----------------
<S>          <C>                   <C>                   <C>           <C>
J. Feakins     50,000                  71%                  $0.50         (1)
</TABLE>


1.   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, 1999
                        AND FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>

                                          No. of Shares of
                                          Common Stock                          Value of
                                          Underlying                            Unexercised in
               No. of Shares              Unexercised                           the money Options
               Acquired on    Value       Options @ Fiscal     Exercisable/     Exercisable/
Name           Exercise       Realized    Year End             Unexercisble     Unexercisble
-------------- -------------- ----------- ------------------- ----------------- ------------------
<S>            <C>            <C>         <C>                 <C>               <C>
J. Feakins              0            0       350,000              350,000/0          0
-------------- -------------- ----------- ------------------- ----------------- ------------------
R. Ballheim             0            0       300,000              300,000/0          0
-------------- -------------- ----------- ------------------- ----------------- ------------------
D.Surovcik              0            0       500,000            333,328/166,672      0
-------------- -------------- ----------- ------------------- ----------------- ------------------
G. Hartman              0            0       160,000              160,000/0          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, 1999.


<TABLE>
<CAPTION>
                                       AMOUNT AND NATURE        PERCENT OF
NAME               POSITION            OF BENEFICIAL OWNERSHIP  OWNERSHIP
------------------ ------------------- ----------------------- -------------
<S>                <C>                 <C>                     <C>
Jeremy Feakins     Director, Chief       5,713,175                20.0%
                   Executive Officer

Dennis Surovcik    Director, Chief               0                0.00%
                   Financial Officer

Mathew Crimmins    Director                      0                0.00%
</TABLE>


Item 12.  Certain Relationships and Related Transactions

In March  and  April of 1997,  a Company  affiliated  with the  chief  executive
officer and director of the Company made an unsecured demand loan to the Company
for $90,000 supported by a promissory note bearing interest at 9% per annum. The
loan was partially repaid in October 1997 and in full in May 1998.

In May of 1997, a director of the Company made an unsecured  loan to the Company
for $50,000 supported by a promissory note bearing interest at 9% per annum. The
loan was repaid by the Company in October of 1997.

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.

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 fiscal year ended June 30, 1998 the Company issued common shares with
a value  approximating  $100,000,  to a former  Company  director for performing
investment banking, consulting and financial advisory services.

The Chief Executive Officer and a former director  personally signed a guarantee
with a local  bank to  provide a $250,000  line of credit to the  Company  which
terminates in December 1999.  Both  individuals  were granted options to acquire
50,000  shares of the  Company's  common stock at an exercise  price of $.50 per
share.


<PAGE>



Item 13.  Exhibits and Reports on Form 8-K

(a)  Exhibits:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

27.1  *   Financial data schedules.

(b) Reports on Form 8-K.

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

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



<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/  DENNIS A. SUROVCIK
     ----------------------                 ------------------------
     Jeremy P. Feakins, Chief               Dennis A. Surovcik, Senior Vice
     Executive Officer                      President, Chief Financial
                                            Officer and Secretary

Date:  December 8, 1999

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



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



*Pursuant to Power of Attorney

Date: December 8, 1999