UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


**WASHINGTON,
      D.C. 20549**




**FORM
      10-KSB**


**(Mark
      One)**


**__
                _X____**
            Annual
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934




For
      the fiscal year ended June 30, 2006




**or**


**_  
                __ ____**
            Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934




For
      the
      Transition Period from _____________ to_____________





Commission
      file number 33-27610-A





**Medical
      Technology & Innovations Inc.**


(Name
      of
      small business issuer in its charter)





**Florida**
            **65-2954561**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)**1800
                Fruitville Pike Suite 200, Lancaster PA**
            **17601**(Address
                of principal executive offices)
            (Zip
                Code)(Issuer’s
                telephone number, including area code):  **(717)
                390-3777**





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


**None**


(Title
      of
      each class)





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


**None**


(Title
      of
      Class)





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


Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days. YES
        [X] NO
        [  ]





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





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


YES
        [
 ] NO
        [X]





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





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





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





**DOCUMENTS
      INCORPORATED BY REFERENCE:**


None


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





1





**Table
      of Contents**


**Form
      10-KSB**


**Medical
      Technology & Innovations, Inc.**





**Part
                I****Item
                No.**
            
            
            **Page****1.**
            **Description
                of Business**
            
            **3****2.**
            **Description
                of Properties**
            
            **4****3.**
            **Legal
                Proceedings**
            
            **5****4.**
            **Submission
                of Matters to a Vote of Security Holders**
            
            **5****Part
                II****5.**
            **Market
                for Common Equity and Related Stockholder Matters **and
                Small Business Issuer’s Purchase of Equity
                Securities****
            
            **6****6.**
            **Management’s
                Discussion and Analysis or Plan of Operation**
            
            **6****7.**
            **Financial
                Statements**
            
            **9****8.**
            **Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure**
            
            **18****8A.**
            **Controls
                and Procedures**
            
            **18****8B.**
            **Other Information**
            
            **19****Part
                III****9.**
            **Directors,
                Executive Officers, Promoters and Control Persons; Compliance With
                Section
                16(a) of the Exchange Act**
            
            **19****10.**
            **Executive
                Compensation**
            
            **20****11.**
            **Security
                Ownership of Certain Beneficial Owners and
                Management**
            
            **21****12.**
            **Certain
                Relationships and Related Transactions**
            
            **21****13.**
            **Exhibits**
            
            **22****14.**
            **Principal
                  Accountant Fees And Services**
            
            **22**











2








**Item
      1. Description of Business**





**Prior
      Business**





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





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





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





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





**Current
      Business**





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





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





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




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




3


This
        engine is used as the backbone for each website, which is then “skinned” with a
        customized, unique look and feel of each particular profession, community
        or
        interest group. In addition to planning for the development and launch of
        thousands of social networking websites, itLinkz is currently examining the
        most
        expeditious and profitable manner in which to present this technology to
        the
        thousands of business communities that could make use of itLinkz’ expertise and
        knowledge. Since itLinkz’s websites are being designed to be hosted separately
        from each other, itLinkz will be hosting the websites on a geographically
        diverse set of hosting providers. This will provide basic defense against
        a site
        wide disaster. In addition, a contract will be signed with an availability
        services vendor to provide a disaster recovery site to quickly restore sites
        that may experience a disaster scenario. Initial websites will be hosted
        at a
        Class-A hosting provider located near itLinkz’ headquarters. itLinkz has entered
        into a three year contract with this hosting provider to provide Internet
        connectivity, system/network administration and server leasing. All hosting
        provider contracts will provide the ability to quickly scale to meet the
        demands
        of the websites it hosts.
  Initially,
        and to quickly generate revenues, itLinkz has developed a first-to-market
        commercial opportunity for advertisers, marketers and business operators.
        Through its websites, itLinkz offers access to consumers and patrons within
        tightly-defined demographic profiles and with shared interests. itLinkz is
        developing and launching 500 separate and specific social networking online
        communities. Each website is focused on one common interest (profession,
        hobby,
        leisure, current events, industry or geographic area). In doing so, itLinkz
        is
        positioning itself as a premier provider to advertisers and marketers who,
        by
        advertising their products on itLinkz, have targeted demographic  websites
        where they can reach consumers predisposed to favorably receive their message
        and to tap the collective knowledge of that community. This will allow
        advertisers and marketers to refine their sales and marketing process to
        a
        degree that will likely provide the advertiser an effective revenue stream,
        while monitoring the progress of different advertising campaigns. itLinkz’
technology offers possibilities for other user generated applications such
        as
        providing a sophisticated web based communication tool for businesses and
        organizations.





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





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





·
            Build
                awareness


·
            Establish
                significant member community


·
            Promote
                participation and interaction


·
            Attract
                large scale advertisers and markets who will advertise on itLinkz
                websites





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





**Employees**





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





**Item
      2. Description of Properties**





The
      Company’s principal executive and administrative offices are located at 1800
      Fruitville Pike in Lancaster, Pennsylvania. This facility is leased from FHP
      Partnership for a term that will expire on September 1, 2011. The monthly rental
      paid by the Company is $6,246. The Company believes that its properties are
      adequate for the Company’s business for the foreseeable future.








4





**Item
      3. Legal Proceedings**





On
      February 15, 2000, the Company filed a lawsuit in the Common Pleas Court of
      Dauphin County, Pennsylvania, against LensCrafters, Inc. (LensCrafters) and
      its
      parent, Luxottica Group S.P.A. (Luxottica). The Company had entered into a
      business relationship with LensCrafters to provide more than 600 of its
      PhotoScreener devices for use in the retail facilities of LensCrafters. In
      a
      written agreement dated August 25, 1998, LensCrafters committed that it would
      conduct a national marketing campaign in excess of $5 million to promote vision
      screening through the PhotoScreener. The Company’s complaint provided that the
      Company delivered the PhotoScreeners to LensCrafters, but LensCrafters failed
      to
      meet its promotional and marketing commitments. The Complaint asserted legal
      claims for breach of contract by LensCrafters, for misrepresentation and fraud
      by LensCrafters, and for intentional interference with contract by Luxottica.
      LensCrafters moved to refer the case to arbitration. The case was moved to
      the
      American Aribitration Association in Cincinnati, OH where it was heard on March
      8, 2005. The American Arbitration Association ruled in favor of the Company
      and
      an award was made for $15.6 million during the fiscal year ended June 30, 2005.
      After payment of legal fees and expenses, including the payment to its Chairman
      described in the next paragraph, the Company received net proceeds of $4.8
      million from the award.





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





In
      2000,
      the Company and Steridyne Corporation were named defendants in a breach of
      contract litigation relating to the asset purchase agreement with Florida
      Medical Industries (“FMI”). On September 11, 2002, the Circuit Court for Lake
      County, FL, ruled against the Company and Steridyne which resulted in an award
      to FMI in the amount of $866,457. The judgment was appealed and resolved on
      January 8, 2003 in favor of FMI. As a result, the award began accruing interest
      of 9% per annum on $658,294 of the award and 6% per annum on $208,163 of the
      award. The amounts including accrued interest were paid from the proceeds of
      the
      LensCrafters settlement on July 2 7 ,
      2005,
      and totaled $1,061,737.





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





None.

















5




**PART
      II.**





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





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





The
      following table sets forth the range of the high and low bid prices for the
      common stock during the periods indicated, and represents interdealer prices,
      which do not include retail mark-ups and mark-downs, or any commission to the
      broker-dealer, and may not necessarily represent actual transactions.





**Quarter
                Ending**
            **High**
            **Low**
            
            **Quarter
                Ending**
            **High**
            **Low**September
                30, 2005
            $ 
                .00
            $  .00
            
            September
                30, 2004
            $  
                .05
            $  .00December
                31, 2005
            .00
            .00
            
            December
                31, 2004
            .00
            .00March
                31, 2006
            .00
            .00
            
            March
                31, 2005
            .00
            .00June
                30, 2006
            .00
            .00
            
            June
                30, 2005
            .00
            .00





As
      of
      January 5, 2007, there were approximately 720 record holders of common stock.
      Such amounts do not include common stock held in “nominee” or “street”
name.





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





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





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





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








6




**Agreement
      in Lieu of Foreclosure**





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





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





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





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





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





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





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








7




**Results
      of Operations**


**Fiscal
        Year Ended June 30, 2006 as Compared to June 30, 2005**
 
 On
        July
        25, 2005, the Company received the cash from the LensCrafters litigation
        of
        $15,626,623 less legal expenses and prior judgments. The net cash received
        was
        $8,727,865. From that $8,727,865, $4,375,328 was paid to Growth Capital
        Resources per the Litigation Management Agreement, $3,000,000 was put into
        an
        escrow account for pending litigation, approximately $360,742 was paid for
        old
        litigation matters and $991,795 went to funding the operating expenses.
 
 Operating
        expenses during the year ended June 30, 2006 were $991,795, compared to $121,031
        for fiscal year 2005, or an increase of $870,764 or 719%. Interest expense
        was
        $74,169 and $71,736 for years ended June 30, 2006 and 2005, respectively.
        Operating expenses in the fiscal year 2006 consist primarily of expenses
        related
        to the LensCrafters and other litigation and the development costs of the
        new
        social networking websites.








**Liquidity
      and Capital Resources**


At
        June
        30, 2006, the Company had cash of $64,171 and working capital of $76,135
        as
        compared to $0 and $2,466,010, respectively, at June 30, 2005. This decrease
        in
        the working capital is due to the LensCrafters award being issued on June
        30,
        2005, the payment of expenses related to that litigation and the restriction
        placed on cash.
 
 From
        June
        30, 2002 until we received the LensCrafters judgment in 2005, our operations
        were funded by Growth Capital Resources, an affiliate of our Chairman. As
        of
        January 1, 2000, the Company had entered into an Agreement with Growth Capital
        Resources to provide litigation management services with regard to the
        proceedings against LensCrafters et al; and to pay or advance all attorney’s
        fees and other litigation costs incurred by the Company to pursue this
        litigation. No costs or expenses were to be reimbursed in the event the
        litigation is unsuccessful. On January 6, 2003, the Agreement was amended
        to
        incorporate the litigation management of all of the current litigation. In
        return for assuming the additional litigation, the Company agreed to reimburse
        35% of the gross judgment, award or settlement from the LensCrafters litigation
        and all costs associated with managing it to the affiliated
        company.
  On
        June
        30, 2005 we received a $15.6 million judgment from LensCrafters. From that
        sum
        we paid:





$5,357,022
      - to our attorneys;


$5,460,000
      - to Growth Capital Resources;


$3,268,388
      - to settle outstanding liabilities.





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










8




**Item
      7. Financial Statements**





**Index
      to Consolidated Financial Statements**





PageReport
                of independent registered public accounting firm
            10Consolidated
                balance sheets as of June 30, 2006 and 2005
            11Consolidated
                statements of operations for the years endedJune
                30, 2006 and 2005
            12Consolidated
                statements of changes in stockholders’ equity for the years
                endedJune
                30, 2006 and 2005
            13Consolidated
                statements of cash flows for the years endedJune
                30, 2006 and 2005
            14Notes
                to consolidated financial statements
            15

































9




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**


To
        the
        Board of Directors and Stockholders of
 Medical
        Technology & Innovations, Inc. and Subsidiaries
 Lancaster,
        Pennsylvania
 
 
 We
        have
        audited the accompanying consolidated balance sheets of Medical Technology
&
Innovations, Inc. and Subsidiaries (the “Company”) as of June 30, 2006 and 2005
        and the related consolidated statements of operations, changes in 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 financial statements based
        on
        our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The
        Company is not required to have, nor were we engaged to perform, an audit
        of its
        internal control over financial reporting. Our audits included consideration
        of
        internal control over financial reporting as a basis for designing audit
        procedures that are appropriate in the circumstances, but not for the purpose
        of
        expressing an opinion on the effectiveness of the Company’s internal control
        over financial reporting. Accordingly, we express no such opinion. An audit
        also includes examining, on a test basis, evidence supporting the amounts
        and
        disclosures in the financial statements, assessing the accounting principles
        used and significant estimates made by management, as well as evaluating
        the
        overall financial statement presentation. We believe that our audits provide
        a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of Medical Technology &
Innovations, Inc. and Subsidiaries as of June 30, 2006 and 2005 and the results
        of their operations and their cash flows for the years then ended in conformity
        with accounting principles generally accepted in the United States of America.
 
 Our
        audit
        was conducted for the purpose of forming an opinion on the basic financial
        statements taken as a whole. The accompanying consolidated financial
        statements have been prepared assuming that the Company will continue as
        a going
        concern. As discussed in Note 8 to the consolidated financial statements,
        the
        Company has suffered recurring losses from operations and has a net working
        capital deficit that raises substantial doubt about its ability to continue
        as a
        going concern. Management’s plans in regard to those matters are also described
        in Note 8. The consolidated financial statements do not include any adjustments
        that might result from the outcome of this uncertainty.
 
 
 /s/
        Stegman & Company
 Baltimore,
        Maryland
 January
        3, 2007





10


**Medical
        Technology and Innovations, Inc.**
 **Consolidated
        Balance Sheets**
 **As
        of June 30, 2006 and 2005**
 
 2006
              
              2005Assets**Current
                  Assets:**Cash
              
              $
              64,171
              
              $
              -Restricted
                  cash
              
              
              3,000,000
              
              
              -Award
                  receivable
              
              
              -
              
              
              15,626,623**Total
                  Assets**
              
              $
              3,064,171
              
              $
              15,626,623Liabilities
                  and Stockholders' Equity**Current
                  Liabilities:**Accounts
                  Payable
              
              $
              165,959
              
              $
              -Accrued
                  liabilities
              
              
              256,875
              
              
              226,625Accrued
                  legal expenses
              
              
              -
              
              
              5,526,041Other
                  liabilities
              
              
              1,408,178
              
              
              1,562,947Accrued
                  consulting services
              
              
              84,672
              
              
              4,460,000Current
                  Maturities of Long-Term Debt
              
              
              1,072,352
              
              
              1,385,000Total
                  current liabilities
              
              
              2,988,036
              
              
              13,160,613**Long-Term
                  Debt, Net of Current Maturities**
              
              
              -
              
              
              -**Other
                  Long-Term Liabilities**
              
              
              -
              
              
              619,766**Total
                  Liabilities**
              
              
              2,988,036
              
              
              13,780,379**Stockholders'
                  Equity**Common
                  stock, no par value, authorized 28,000,000 shares, outstanding
                  6,837,904
                  shares
              
              
              15,883,711
              
              
              15,883,711Preferred
                  Stock, Authorized 100,000,000 Shares $1,000 par value, 12%, noncumulative,
                  outstanding 22.5 shares.
              
              
              22,500
              
              
              22,500Treasury
                  Stock, at cost (78,941 shares)
              
              
              (436,799
              )
              
              (436,799
              )Accumulated
                  Deficit
              
              
              (15,393,277
              )
              
              (13,623,168
              )Total
                  Stockholders' Equity
              
              
              76,135
              
              
              1,846,244**Total
                  Liabilities and Stockholders' Equity**
              
              $
              3,064,171
              
              $
              15,626,623
 
 
 
 
 
 
 
 The
        accompanying notes are an integral part of the financial
        statements.
 
  11
  **Medical
        Technology and Innovations, Inc.**
 **Consolidated
        Statements of Operations**
 **For
        the Years Ended June 30, 2006 and 2005**
  2006
              
              2005Operating
                  ExpensesGeneral,
                  and Administrative
              
              $
              991,795
              
              $
              121,031Total
                  Operating Expenses
              
              
              991,795
              
              
              121,031Loss
                  from Operations
              
              
              (991,795
              )
              
              (121,031
              )Litigation
                  settlement expense
              
              
              704,145
              
              
              -Interest
                  Expense, Net
              
              
              74,169
              
              
              71,736Gain
                  on Award from Lenscrafters - Net of legal expenses
              
              
              -
              
              
              4,299,179Net
                  (Loss) Income
              
              $
              (1,770,109
              )
              $
              4,106,412Net
                  (Loss) Income per common share (basic and diluted)
              
              $
              (0.259
              )
              $
              0.601Weighted
                  Average Outstanding Shares
              
              
              6,837,904
              
              
              6,837,904
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 The
        accompanying notes are an integral part of the financial
        statements.
 
 
  12
  
  **Medical
        Technology and Innovations, Inc.**
 **Consolidated
        Statements of Changes in Stockholders’ Equity**
 **For
        the Years Ended June 30, 2006 and 2005**
 
 TotalCommon
              
              Common
              
              Preferred
              
              Treasury
              
              Accumulated
              
              Stockholders'Shares
              
              Stock
              
              Stock
              
              Stock
              
              Deficit
              
              Equity**Balance
                  at July 1, 2004**
              
              
              6,837,904
              
              $
              15,883,711
              
              $
              22,500
              
              $
              (436,799
              )
              $
              (17,729,580
              )
              $
              (2,260,168
              )Net
                  Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              4,106,412
              
              
              4,106,412**Balance
                  at June 30, 2005**
              
              
              6,837,904
              
              
              15,883,711
              
              
              22,500
              
              
              (436,799
              )
              
              (13,623,168
              )
              
              1,846,244Net
                  Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,770,109
              )
              
              (1,770,109
              )**Balance
                  at June 30, 2006**
              
              
              6,837,904
              
              $
              15,883,711
              
              $
              22,500
              
              $
              (436,799
              )
              $
              (15,393,277
              )
              $
              76,135
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 The
        accompanying notes are an integral part of the financial
        statements.
 
   13
 
 **Medical
        Technology and Innovations, Inc.**
 **Consolidated
        Statements of Cash Flows**
 **For
        the Years Ended June 30, 2006 and 2005**
 
 2006
              
              2005**Cash
                  flows from operating activities**Net
                  (loss) income
              
              $
              (1,770,109
              )
              $
              4,106,412Adjustments
                  to reconcile net loss to net cash used in operating
                  activites:Changes
                  in assets and liabilitiesAward
                  receivable
              
              
              15,626,623
              
              
              (15,626,623
              )Restricted
                  cash
              
              
              (3,000,000
              )
              
              -Accounts
                  payable
              
              
              165,959
              
              
              -Accrued
                  legal expenses
              
              
              (5,526,041
              )
              
              5,526,041Accrued
                  consulting services
              
              
              (4,375,328
              )
              
              5,460,000Other
                  long-term liabilities
              
              
              (619,766
              )
              
              -Accrued
                  interest payable
              
              
              72,352
              
              
              -Other
                  liabilities
              
              
              (154,769
              )
              
              462,670Accrued
                  liabilities
              
              
              30,250
              
              
              71,500Net
                  cash provided by (used in) operating activities
              
              
              449,171
              
              
              -**Cash
                  flows from financing activities:**Principal
                  payments on long-term debt
              
              
              (385,000
              )
              
              -Net
                  cash used in financing activities
              
              
              (385,000
              )
              
              -Net
                  increase in cash
              
              
              64,171
              
              
              -Cash
                  at beginning of year
              
              
              -
              
              
              -Cash
                  at end of year
              
              $
              64,171
              
              $
              -Noncash
                  investing and financing transactions:Cash
                  paid for interest
              
              $
              195,680
              
              $
              -
 
 
 
 
 
 
 
 
 
 The
        accompanying notes are an integral part of the financial
        statements.
 
  14
  **Medical
        Technology and Innovations, Inc.**
 **Notes
        to Consolidated Financial Statements**
 **For
        the Years Ended June 30, 2006 and 2005**
 
 1.
              Summary
                  of Significant Accounting
                  Policies
 
 Organization.  Medical
        Technology & Innovations, Inc., f/k/a Southstar Productions, Inc. (the
“Company”) was incorporated in the state of Florida in January 1989. Prior to
        September 6, 2002, the Company operated two wholly-owned subsidiaries, Medical
        Technology, Inc. (“MTI”) and Steridyne Corporation (“Steridyne”). MTI was
        incorporated in the state of Iowa in April 1993 and Steridyne was incorporated
        in the state of Florida in 1996.
 
 The
        Company acquired control of MTI in October of 1995 under the terms of a Share
        Exchange Plan (“the Plan”) with Southstar Productions, Inc. (“Southstar”). On
        August 1, 1996 the Company acquired the net assets and the right to the name
        of
        Steridyne. Effective April 1, 1999 the Company acquired certain key operating
        assets of the thermometer business of Florida Medical Corporation (“Florida
        Medical”), a former manufacturer of glass thermometers and distributor of
        digital thermometers which then became a part of Steridyne.
 
 Prior
        to
        September 6, 2002, the Company manufactured and distributed the PhotoScreener,
        which is a specialized Polaroid-type instant film camera designed to detect
        conditions that lead to amblyopia (“lazy eye”) and other eye disorders.
        Steridyne was a manufacturer and distributor of thermometer sheaths, probe
        covers, and anti-decubitus gel cushions. Steridyne also distributed both
        glass
        and digital thermometers.
 
 On
        September 6, 2002, the Company signed an Agreement in Lieu of Foreclosure
        with a
        company affiliated with the Chief Executive Officer and Chairman of the Board.
        The Agreement in Lieu of Foreclosure transferred the assets of the Company
        and
        its subsidiaries to Polycrest Holdings, Inc., except for (a) certain technology
        that was retained by the Company, and (b) the Company’s contingent asset related
        to the anticipated settlement, award, or judgment in the Company’s litigation
        against LensCrafters, Inc. and Luxottica Group S.p.A. The Agreement also
        transferred the liabilities of the Company and its subsidiaries to Polycrest
        Holdings, Inc. except for (a) the contingent liabilities of the LensCrafters’
litigation, (b) the employment agreement of the Chairman and Chief Executive
        Officer, and (c) the lease of its headquarters building.
 
 Between
        September 6, 2002, and July 25, 2005, the Company ceased operations except
        for
        liabilities associated with the LensCrafters’ litigation and the liabilities
        associated with other litigation which the Company is a party to.
 
 On
        June
        30, 2005, the Company was awarded $15.6 million in the LensCrafters’ litigation.
        The amount was received on July 25, 2005. The Company has paid all legal
        expenses and judgments and believes it is free of all litigation. The Company
        has re-purposed itself and is in the Social Website Developing.
 
 Principles
        of Consolidation. The
        consolidated financial statements include the Company and its wholly-owned
        subsidiaries. All significant intercompany items have been
        eliminated.
 
 Income
        Taxes. Deferred
        income taxes are provided on a liability method whereby deferred tax assets
        are
        recognized for deductible temporary differences and operating loss and tax
        credit carryforwards and deferred tax liabilities are recognized for taxable
        temporary difference. Temporary differences are the differences between the
        reported amounts of assets and liabilities and their tax bases. Deferred
        tax
        assets are reduced by a valuation allowance when, in the opinion of management,
        it is more likely than not that some portion or all of the deferred tax assets
        will not be realized. Deferred tax assets and liabilities are adjusted for
        the
        effects of changes in tax laws and rates on the date of enactment.
 
  15
  Advertising. Advertising costs are expensed as incurred.
 
 Estimates. The
        preparation of financial statements in conformity with U.S. generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities at the date of the financial statements
        and
        the reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.
 
 Net
        Loss Per Common Share. Basic
        and diluted net loss per common share was computed by dividing net loss
        attributable to common stockholders by the weighted average number of shares
        of
        common stock outstanding during each period. The impact of common stock
        equivalents has been excluded from the computation of weighted average common
        shares outstanding, as the effect would be antidilutive.
 
 Restricted
        Cash. Restricted cash is excluded from cash in the Consolidated Statements of Cash
        Flows until the cash is transferred from the restricted account to the Company’s
        operating account. The cash has been restricted by court order in anticipation
        of settling litigation and has been placed in escrow.
 
 On
        July
        1, 2006, the court ordered the Company settle this litigation for approximately
        $704,000. The Company’s escrow agent paid the settlement from the escrowed funds
        and returned the balance of the account to the Company. At that time, the
        restriction was terminated. The settlement amount of $704,000 is included
        in the
        liability section of the balance sheet at June 30, 2006.
 
 2.
              Long-Term
                  Debt.Long-Term Debt consisted of the following at June 30, 2006 and
                  2005:
 
 2006
              
              200515%
                  note due July 2002, principal and interest payable monthly secured
                  by
                  substantially all of the assets of a subsidiary of the Company
                  and
                  guaranteed by the Company's Chief Executive Officer and major
                  stockholder
              
              $
              -
              
              $
              32,75215%
                  note due July 2002, principal and interest payable monthly secured
                  by
                  substantially all of the assets of a subsidiary of the Company
                  and
                  guaranteed by the Company's Chief Executive Officer and major
                  stockholder
              
              
              -
              
              
              67,24810%
                  note, principal and interest payable quarterly, unsecured
              
              
              -
              
              
              100,0003%
                  note, due February 2005, principal and interest payable quarterly,
                  unsecured
              
              
              -
              
              
              25,000Unsecured
                  notes payable, due various dates, interest payable at various rates
                  from
                  0% to 10%
              
              
              -
              
              
              160,0007.5%
                  unsecured note to the Company's Chief Executive Officer, principal
                  and
                  compounding interest due on demand but no later than July 31,
                  2010
              
              
              1,072,352
              
              
              1,000,000Total
                  Long-Term Debt
              
              $
              1,072,352
              
              $
              1,385,000Less:
                  amounts due in one year
              
              
              (1,072,352
              )
              
              (260,000
              )Long-Term
                  Debt, Net of Current Maturities
              
              $
              -
              
              $
              1,125,000
 
 
  16
  The
        amount of long-term debt maturing in each of the next five fiscal years is
        $1,072,352 in 2007.
 
 3.
              Lease
                  Expense.The Company leases various office space under operating lease agreements.
                  Rent expense for the fiscal years ended June 30, 2006 and 2005
                  amounted to
                  $9,000 and $9,000 respectively. Future minimum annual rentals for
                  subsequent fiscal years are as follows at June 30,
                  2006:
  Fiscal
              
              LeaseYear
              
              Payments2007
              
              4,500
 
 
 4.
              Income
                  Taxes.The Company did not incur any income tax expense for its fiscal
                  years
                  ending June 30, 2006 and 2004, respectively. As of June 30, 2006
                  the
                  Company has sustained significant net operating losses (NOLs) for
                  tax
                  purposes. These NOLs began to expire in various amounts beginning
                  in 2004
                  and will continue to expire through 2026 NOLs are subject to limitations
                  should the ownership of the Company significantly change. The deferred
                  tax
                  asset resulting from the above NOL carryforwards has not been recorded
                  in
                  the accompanying financial statements. Realization of deferred
                  tax assets
                  is dependent upon sufficient future taxable income during the period
                  that
                  deductible temporary differences and carryforwards are expected
                  to be
                  available to reduce taxable income. The Company has not filed various
                  required income tax returns and is in the process of preparing
                  these
                  returns to comply with all applicable
                  regulations.
 
 
 5.
              Preferred
                  Stock.The $1,000 par value convertible preferred stock is convertible
                  into 599
                  shares of the Company’s common stock.
 
 6.
              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.
 
 As
        of
        January 1, 2000, the Company entered into an Agreement with a company affiliated
        with the Chairman and Chief Executive Officer to provide litigation management
        services with regard to the proceedings against LensCrafters et al; and to
        pay
        or advance all attorneys’ fees and other litigation costs incurred by the
        Company to pursue this litigation. No costs or expenses will be reimbursed
        in
        the event the litigation is unsuccessful. On January 6, 2003, the Agreement
        was
        amended to incorporate the litigation management of all of the current
        litigation. In return for assuming the additional litigation, the Company
        agreed
        to reimburse 35% of the gross judgment, award or settlement from the
        LensCrafters litigation and all costs associated with managing it to the
        affiliated company. The total amount due to the affiliated company at June
        30,
        2006, is $1,404,503.
  As
        of
        June 30, 2006 the total amount payable to the Company’s Chairman and Chief
        Executive Officer was $715,224 consisting of accrued wages, rent and
        reimbursable expenses.
 
 7.
              Contingent
                  Liabilities.On
                  September 6, 2002, the Company entered into an Agreement in Lieu
                  of
                  Foreclosure with a company that is affiliated with the Chairman
                  and Chief
                  Executive Officer. The agreement transferred the liabilities of
                  the
                  Company and its subsidiaries to Polycrest Holdings, Inc., including
                  contingent liabilities related to litigation matters. The Company
                  retained
                  certain contingent liabilities, The Company’s lease of its headquarters
                  building, its employment agreement with the Chairman and Chief
                  Executive
                  Officer and contingent liabilities associated with the various
                  litigation
                  matters. As of June 30, 2006 and 2005, the Company has accrued
                  $704,033
                  and $2,182,713, respectively, related to these contingent liabilities,
                  which consist of amounts due the Chairman and
                  CEO.
 
 8.
              Going
                  Concern.The accompanying consolidated financial statements have been prepared
                  assuming that the Company will continue with a going concern. The
                  Company
                  has suffered recurring losses from operations and has a net working
                  capital deficit that raises substantial doubt about its ability
                  to that
                  the Company will continue as a going concern. The consolidated
                  financial
                  statements do not include any adjustments that might result from
                  the
                  outcome of this uncertainty.
 
  17
  In
        view
        of these matters, realization of a major portion of the assets in the
        accompanying consolidated balance sheet is dependent upon continued operations
        of the Company, which in turn is dependent upon the Company’s ability to meet
        its financing requirements and the success of its future operations. The
        Company
        entered into an Agreement in Lieu of Foreclosure on August 30, 2002 with
        a
        company associated with the Chief Executive Officer and Chairman of the Board.
        In that Agreement, the associated company has been given all of the assets
        and
        substantially all of the liabilities of the Company. In June of 2006, an
        award
        was issued against LensCrafters and its affiliates for $15.6 million and
        awarded
        to the Company. Management believes that actions presently being taken to
        revise
        the Company’s operating and financial requirements will provide the opportunity
        for the Company to continue as a going concern.
 
 9.
              Litigation
                  Matters.On
                  February 15, 2000, the Company filed a lawsuit in the Common Pleas
                  court
                  of Dauphin County, Pennsylvania, against LensCrafters, Inc. (LensCrafters)
                  and its parent, Luxottica Group S.P.A. (Luxottica). The Company
                  entered
                  into a business relationship with LensCrafters to provide more
                  than 600 of
                  its PhotoScreener devices for use in the retail facilities of
                  LensCrafters. In a written agreement dated August 25, 1998, LensCrafters
                  committed that it would conduct a national marketing campaign in
                  excess of
                  $5 million to promote vision screening through the PhotoScreener.
                  The
                  Company’s complaint provided that the Company delivered the PhotoScreeners
                  to LensCrafters, but LensCrafters has failed to meet its promotional
                  and
                  marketing commitments. The complaint sought substantial monetary
                  damages
                  from both Luxottica and LensCrafters. It asserted legal claims
                  for breach
                  of contract by LensCrafters, for misrepresentation and fraud by
                  LensCrafters, and for intentional interference with contract by
                  Luxottica.
                  LensCrafters moved to refer the case to arbitration. The case was
                  moved to
                  the American Aribitration Association in Cincinnati, OH, where
                  it was
                  heard on March 8, 2005. The American Aribitration Association ruled
                  in
                  favor of the Company and an award was made for $15.6 million in
                  the fiscal
                  year ended June 30, 2005.
 
 As
        of
        January 1, 2000, the Company entered into an Agreement with a company affiliated
        with the Chairman and Chief Executive Officer to provide litigation management
        services with regard to the proceedings against LensCrafters et al; and to
        pay
        or advance all attorneys’ fees and other litigation costs incurred by the
        Company to pursue this litigation. On January 6, 2003, the Agreement was
        amended
        to incorporate the litigation management of all of the current litigation.
        In
        return for assuming the additional litigation, the Company agreed to reimburse
        35% of the gross judgment, award or settlement from the LensCrafters litigation
        and all costs associated with managing it to the affiliated
        company.
 
 In
        2000,
        the Company and Steridyne Corporation were named defendants in a breach of
        contract litigation relating to the asset purchase agreement of Florida Medical
        Industries (“FMI”). On September 11, 2002, the Circuit Court for Lake County,
        FL, ruled against the Company and Steridyne which resulted in an award to
        FMI in
        the amount of $866,457. The $866,457 liability related to this litigation
        has
        been accrued at June 30, 2002. The judgment was appealed and resolved on
        January
        8, 2003 in favor of FMI. As a result, the award began accruing interest of
        9%
        per annum on $658,294 of the award and 6% per annum on $208,163 of the award.
        The amounts including accrued interest were paid from the proceeds of the
        LensCrafters settlement on July 25, 2005, and totaled $1,061,737.
 
 
 **Item
        8. Changes in and Disagreements with Accountants on Accounting and Financial
        Disclosure**
 
 See:
        Item
        8 in the Annual Report on Form 10-KSB for the year ended June 30,
        2002.
 
 **Item
        8A. Controls and Procedures**
 
 *Evaluation
        of Disclosure Controls and Procedures* .
        Jeremy
        Feakins, our Chief Executive Officer, and Jennifer Herman, our Chief Financial
        Officer, carried out an evaluation of the effectiveness of Medical Technology’s
        disclosure controls and procedures as of June 30, 2006. Pursuant to
        Rule13a-15(e) promulgated by the Securities and Exchange Commission pursuant
        to
        the Securities Exchange Act of 1934, “disclosure controls and procedures” means
        controls and other procedures that are designed to insure that information
        required to be disclosed by Medical Technology in the reports that it files
        with
        the Securities and Exchange Commission is recorded, processed, summarized
        and
        reported within the time limits specified in the Commission’s rules. “Disclosure
        controls and procedures” include, without limitation, controls and procedures
        designed to insure that information Medical Technology is required to disclose
        in the reports it files with the Commission is accumulated and communicated
        to
        our Chief Executive Officer and Chief Financial Officer as appropriate to
        allow
        timely decisions regarding required disclosure. Based on their evaluation,
        Mr.
        Feakins and Ms. Herman concluded that Medical Technology’s systems of disclosure
        controls and procedures were not effective as of June 30, 2006 because of
        the
        weaknesses in our internal control over financial reporting discussed
        below.
 
  18
  In
        the
        first quarter of the fiscal year ended June 30, 2003 the Company effectively
        ceased operations.  The Company has not made any of the required SEC
        filings since filing it’s Form 10-QSB for the three and nine month periods ended
        March 31, 2002.  During this period the Company lacked both the staff and
        financial resources to make the required filings.  As a result there is a
        material weakness in the internal control over financial reporting during
        this
        period consisting primarily of the lack of required SEC filings since the
        March
        31, 2002 Form 10-QSB.  Additionally there were certain audit adjustments
        related to the valuation of assets that were disposed of between March 31,
        2002
        and September 30, 2002 and to the timing of recording contingent liabilities
        directly related to the successful outcome of the Company’s litigation against
        LensCrafters, Inc.
  In
        August
        2006 the Company hired a CFO to begin creating the supporting accounting
        records
        needed to bring current the required SEC filings.   The Company is in
        the process of establishing the appropriate internal controls over financial
        reporting for periods going forward.  This includes a new accounting system
        and additional employees in the accounting area.
 
 *Changes
        in Internal Controls* .
        There
        was no change in internal controls over financial reporting (as defined in
        Rule
        13a-15(f) promulgated under the Securities Exchange Act or 1934) identified
        in
        connection with the evaluation described in the preceding paragraph that
        occurred during Medical Technology’s fourth fiscal quarter of 2006 that has
        materially affected or is reasonably likely to materially affect Medical
        Technology’s internal control over financial reporting.
 
 
 **Item
        8B. Other Information**
 
 None.
 
 **PART
        III.**
 
 **Item
        9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With
        Section 16(a) of the Exchange Act**
 
 The
        executive officers and directors of the Company are identified in the table
        below.
 
 POSITION
                  WITH
              DATE
                  ELECTEDNAME
              COMPANY
              DIRECTOR
              AGEJeremy
                  Feakins
              Director,
                  Chief
              April
                  1996
              53Executive
                  OfficerMichael
                  Ragan
              Executive
                  Vice President,
              --
              47Technology
                  & OperationsJennifer
                  Herman
              Vice
                  President - Finance
              --
              30Chief
                  Financial Officer
 
 
 
 
  19
  BUSINESS
        EXPERIENCE
 
 Mr.
        Feakins was
        originally elected to the Company’s board in April of 1996. Since 1989, he has
        served as President of Medical Technology, Inc. (MTI) and in October 1995,
        became the President and Chief Executive Officer of Medical Technology &
Innovations, Inc. In October 2004 Mr. Feakins founded Care Recruitment Solutions
        International, Inc., which was engaged in the business of international
        placement of nurses. Mr. Feakins served as Chief Executive Officer of Care
        Recruitment Solutions, Inc. and its successor, CRSI Group, Inc. until August
        2006, when it terminated its nurse placement operations. He continues to
        serve
        as a member of the Board of Directors of Caspian International Oil Corporation
        (Pink Sheets: CIOC), which is the successor to CRSI Group, Inc. From 2002
        until
        2004 Mr. Feakins was also employed as a Managing Member of Steridyne Industries,
        LLC., an importer of medical devices. Steridyne filed for a Chapter 7
        liquidation in bankruptcy in December 2004 after Hurricanes Francis and Charley
        damaged Steridyne’s warehouse in Florida and destroyed its inventory. Since
        1995, Mr. Feakins has also served as Chairman of Growth Capital Resources,
        LLC a
        venture capital and management consulting firm. From 1980 to 1986, he was
        the
        managing Director of Craft Master, Limited, a South African corporation,
        which
        was a manufacturer and exporter of point of purchase display systems. Mr.
        Feakins received his degree in accounting from the Royal Naval Secretarial
        and
        Accounting College, Chatham, Great Britain.
 
 Mr,
        Ragan has
        served as the Executive Vice President of Operations and Technology of Medical
        Technology & Innovations, Inc. since October 2006. Prior to that, he was the
        Executive Vice President to the World Nurse Space, Inc. division. Mr. Ragan
        has
        over 20 years experience leading enterprise level technology initiatives
        for
        companies such as Tyco International and RR Donnelley and Sons (NYSE: RRD).
        Most
        recently he led a professional services organization which provided technology
        solutions for the Financial Services and Healthcare markets. Mr. Ragan also
        served as the Chief Technology Officer at Everybook, Inc., a high-tech startup
        company. Mr. Ragan has experience in global business process re-engineering
        and
        is a certified professional project manager. Mr. Ragan is a graduate of the
        Indiana University of Pennsylvania.
 
 Ms.
        Herman has
        served as the Chief Financial Officer of Medical Technology & Innovations,
        Inc. since August 2006.  Her most recent position was in New York City
        where she was instrumental in directing the reorganization of a Sub-Prime
        Auto
        Lending business into a highly successful Corporate Communications and Medical
        Education business (NYSE: IDAI). Ms. Herman brings an extensive financial
        management background and a great deal of SEC reporting and Sarbanes-Oxley
        experience.  Ms. Herman graduated from Kutztown University with her
        Master’s in Business Administration and Alvernia College with a double
        Bachelor’s Degree in Accounting and Business Management.
 
 
 **Audit
        Committee; Compensation Committee**
 
 The
        Board
        of Directors has not appointed an Audit Committee or a Compensation Committee,
        since the Board has only one member. There is no audit
        committee financial expert on the Board, due to the fact that the Company’s
        business is still in its development stage.
  **Code
        of Ethics**
 
 The
        Company does not have a written code of ethics applicable to its executive
        officers. The Board of Directors has not adopted a written code of ethics
        because there are so few members of management.
 
 
 COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT
 
 Section
        16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and
        directors, and persons who own more than ten percent of its Common Stock,
        to
        file reports of ownership and changes of ownership with the Securities and
        Exchange Commission (SEC). Officers, directors, and greater than ten percent
        stockholders are required by SEC regulation to furnish the Company with copies
        of all ownership forms they file.
 
 **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, 2006, 2005 and 2004.
 
  20
  
 Name
                  and
                PrincipalPosition
                  (1)
              Fiscal
                Year
              Annual
                Compensation
                Salary
              All
                  Other
                CompensationJ.
                  Feakins,
              2006
              $
                  62,500
              -Chief
                  Executive Officer
              2005
              $
                  62,500
              -2004
              $
                  62,500
              -
 
 
 
 **Item
        11. Security Ownership of Certain Beneficial Owners and
        Management**
 
 The
        following table sets forth information concerning all persons known to the
        Company to be the beneficial owners of more than 5% of the Company’s Common
        Stock, (ii) the ownership interest of each director and nominee, and (iii)
        by
        all directors and officers as a group calculated as of January 2,
        2007.
 
 
 **NAME**
              **AMOUNT
                  AND NATURE**
                **OF
                  BENEFICIAL**
                **OWNERSHIP**
              **PERCENT
                  OF**
                **OWNERSHIP**Jeremy
                  Feakins
              2,064,611(1)
              30.2%All
                  Executive Directors and Officers as a Group (3 persons)
              1,464,334
              25.0%Growth
                  Capital Resources
              600,277
              8.8%James
                  Howson
              1,729,586
              25.3%
 
 (1)
              Includes
                  600,277 shares owned of record by Growth Capital Resources, LLC,
                  of which
                  Mr. Feakins is a control person.
 
 **Item
        12. Certain Relationships and Related Transactions**
 
 During
        fiscal 2006, the Company accrued wages payable to the Company’s Chairman and
        Chief Executive Officer amounting to $146,273 which was included on the Balance
        Sheet as of June 30, 2006.
 
 As
        of
        January 1, 2000 the Company entered into an Agreement with a company affiliated
        with the Chairman and Chief Executive Officer to provide litigation management
        services with regards to the proceedings against LensCrafters et al. This
        company is paying or advancing all attorney’s fees and other litigation costs
        and expenses incurred by the Company to pursue this litigation against
        LensCrafters et al. Assuming that the Company is successful in receiving
        a
        judgment or award or settlement from this litigation, all litigation cost
        and
        expenses paid will be reimbursed and 35% of the gross judgment, award, or
        settlement will be paid to the company affiliated with the Chairman and Chief
        Executive Officer. No costs or expenses will be due in the event the litigation
        is unsuccessful.
 
 
  21
  **Item
        13. Exhibits**
 
 (a)
              Exhibits:
 
 3.1.Restated
        Articles of Incorporation for Medical Technology & Innovations, Inc.
        [Incorporated by reference to the Company’s Annual Report on Form 10-KSB (File
        No. 33-27610-A), filed September 30, 1996]
 
 3.2
        By-laws [Incorporated by reference to Exhibit 3.2 to the Company’s Registration
        Statement on Form S-18 (File No. 33-27610-A), filed March 17, 1989]
 
 21.1
                  Subsidiaries.
              Medical
                  Technology, Inc.
 Steridyne
        Corporation.
 itLinkz
        Corporation
 
 31-a
              Rule
                  13a-14(a) Certification - Jeremy
                  Feakins
 
 31-b
              Rule
                  13a-14(a) Certification - Jennifer
                  Herman
 
 32
              Rule
                  13a-14(b) Certifications
 
 **ITEM
        14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**
 
 *Audit
        Fees*
 
 Stegman
        & Company expects to bill approximately $17,500 to the Company for
        professional services rendered for the audit of our fiscal 2006 financial
        statements and review of fiscal 2006 quarterly financial statements on form
        10-QSB.
 
 *Audit-Related
        Fees*
 
 Stegman
        & Company billed $0 to the Company during fiscal 2006 for assurance and
        related services that are reasonably related to the performance of the 2006
        audit.
 
 *Tax
        Fees*
 
 Stegman
        & Company billed $0 to the Company during fiscal 2006 for professional
        services rendered for tax compliance, tax advice and tax planning.
 
 *All
        Other Fees*
 
 Stegman
        & Company billed $0 to the Company in fiscal 2006 for services not described
        above.
 
 It
        is the
        policy of the Company’s Board of Directors that all services, other than audit,
        review or attest services, must be pre-approved by the Board of Directors,
        acting in lieu of an audit committee. All of the services described above
        were
        approved by the Board of Directors.







22




**Signatures**





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





**MEDICAL
      TECHNOLOGY & INNOVATIONS, INC.**





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





Date:
      January 8, 2007





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





/s/
      JEREMY P.
      FEAKINS


Jeremy
      P.
      Feakins, Chief Executive Officer,


and
      Director





Date:
      January 8, 2007





/s/
      JENNIFER A.
      HERMAN


Jennifer
      A. Herman, Chief Financial Officer





Date:
      January 8, 2007



























*   
      *    *    *    *




23