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, 2004




**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





**Item
      1. Description of Business**





**Prior
      Business**





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





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





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





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





**Current
      Business**





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





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





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




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





2





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.





3





**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.





**Item
      3. Legal Proceedings**





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





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





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





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





None.


**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.


4





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





**Quarter
                Ending**
            **High**
            **Low**
            
            **Quarter
                Ending**
            **High**
            **Low**September
                30, 2003
            $ 
                .07
            $  .00
            
            September
                30, 2002
            $ 
                .08
            $ 
                .00December
                31, 2003
            .04
            .00
            
            December
                31, 2002
            .08
            .00March
                31, 2004
            .01
            .00
            
            March
                31, 2003
            .05
            .00June
                30, 2004
            .00
            .00
            
            June
                30, 2003
            .09
            .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.











5





**Agreement
      in Lieu of Foreclosure**





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





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





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





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





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





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





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





6





**Results
      of Operations**





**Fiscal
      Year Ended June 30, 2004 as Compared to June 30, 2003**





Revenues
      for the year ended June 30, 2004 were $0, compared to $549,186 for the
      comparable period in fiscal 2003, or a decrease of $549,186 or 100%. This sales
      decrease results from the ceasing of operations on September 30, 2002.





Gross
      profit for the year ended June 30, 2004 was $0 compared to $263,479 for the
      comparable period in fiscal 2003, or a decrease of $263,479 or 100%. This
      decrease results because of the ceasing of operations on September 30, 2002.





Operating
      expenses during the year ended June 30, 2004 were $255,177, compared to
      $1,044,699 for fiscal year 2003, or a decrease of $789,522 or 76%. This decrease
      in operating expenses can be attributed to the ceasing of operations on
      September 30, 2002. Operating expenses in the fiscal year 2004 consist primarily
      of expenses related to the LensCrafters litigation. Interest expense was $71,736
      and $43,062 for years ended June 30, 2004 and 2003, respectively or an increase
      of $28,674 or 40%. This increase is due to interest on the Florida Medical
      Industries judgment.





**Liquidity
      and Capital Resources**





At
      June
      30, 2004, the Company had cash of $0 and working capital deficit of ($385,125)
      as compared to $0 and ($343,625), respectively, at June 30, 2003. This decrease
      in the working capital is primarily due to the Company’s limited operations
      continued and accrual of expenses related to the LensCrafters litigation during
      the fiscal year ended June 30, 2004.





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





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





$5,357,022
      - to our attorneys;


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


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





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


7





**Item
      7. Financial Statements**





**Index
      to Consolidated Financial Statements**





PageReport
                of independent registered public accounting firm for the years
                endedJune
                30, 2004 and 2003
            9Consolidated
                balance sheets as of June 30, 2004 and 2003
            10Consolidated
                statements of operations for the years endedJune
                30, 2004 and 2003
            11Consolidated
                statements of changes in stockholders’ deficit for the years
                endedJune
                30, 2004 and 2003
            12Consolidated
                statements of cash flows for the years endedJune
                30, 2004 and 2003
            13Notes
                to consolidated financial statements
            14








8





**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, 2004 and 2003
      and the related consolidated statements of operations, changes in stockholders’
deficit and cash flows for the years then ended. These consolidated financial
      statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.





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





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Medical Technology &
Innovations, Inc. and Subsidiaries as of June 30, 2004 and 2003 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 11 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 11. The consolidated financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.








/s/
      Stegman & Company


Baltimore,
      Maryland


December
      20, 2006


9


**Medical
      Technology and Innovations, Inc.**


**Consolidated
      Balance Sheets**


**As
      of June 30, 2004 and 2003**





2004
            
            2003Liabilities
                and Stockholders' Deficit**Current
                Liabilities:**Accrued
                liabilities
            
            $
            155,125
            
            $
            83,625Current
                Maturities of Long-Term Debt
            
            
            260,000
            
            
            260,000Total
                current liabilities
            
            
            415,125
            
            
            343,625**Long-Term
                Debt, Net of Current Maturities**
            
            
            125,000
            
            
            125,000**Other
                Long-Term Liabilities**
            
            
            1,720,043
            
            
            1,464,630**Total
                Liabilities**
            
            
            2,260,168
            
            
            1,933,255**Stockholders'
                Deficit**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
            
            
            (17,729,580
            )
            
            (17,402,667
            )Total
                Stockholders' Deficit
            
            
            (2,260,168
            )
            
            (1,933,255
            )**Total
                Liabilities and Stockholders' Deficit**
            
            $
            -
            
            $
            -
























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





10




**Medical
      Technology and Innovations, Inc.**


**Consolidated
      Statements of Operations**


**For
      the Years Ended June 30, 2004 and 2003**







2004
            
            2003Revenues
            
            $
            -
            
            $
            549,186Cost
                of Goods Sold
            
            
            -
            
            
            285,707Gross
                profit
            
            
            -
            
            
            263,479Operating
                ExpensesAdvertising
            
            
            -
            
            
            2,207Selling,
                General, and Administrative
            
            
            255,177
            
            
            1,042,492Total
                Operating Expenses
            
            
            255,177
            
            
            1,044,699Loss
                from Operations
            
            
            (255,177
            )
            
            (781,220
            )Loss
                - Agreement in Lieu of Foreclosure
            
            
            -
            
            
            513,854Interest
                Expense, Net
            
            
            71,736
            
            
            43,059Net
                Loss
            
            $
            (326,913
            )
            $
            (1,338,133
            )Net
                Loss per common share(basic
                and diluted)
            
            $
            (0.048
            )
            $
            (0.214
            )Weighted
                Average Outstanding Shares
            
            
            6,837,904
            
            
            6,256,910

























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











11





**Medical
      Technology and Innovations, Inc.**


**Consolidated
      Statements of Changes in Stockholders’ Deficit**


**For
      the Years Ended June 30, 2004 and 2003**







Series
                BConvertible
            
            
            
            
            
            
            
            TotalCommon
            
            Common
            
            Preferred
            
            Preferred
            
            Treasury
            
            Accumulated
            
            Stockholders'Shares
            
            Stock
            
            Stock
            
            Stock
            
            Stock
            
            Deficit
            
            Equity**Balance
                at July 1, 2002**
            
            
            4,078,602
            
            $
            15,682,028
            
            $
            -
            
            $
            22,500
            
            $
            (436,799
            )
            $
            (16,064,534
            )
            $
            (796,805
            )Stock
                Issued for Services
            
            
            1,586,302
            
            
            116,350
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            116,350Conversion
                of Loan into common stock
            
            
            1,173,000
            
            
            85,333
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            85,333Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,338,133
            )
            
            (1,338,133
            )**Balance
                at June 30, 2003**
            
            
            6,837,904
            
            
            15,883,711
            
            
            -
            
            
            22,500
            
            
            (436,799
            )
            
            (17,402,667
            )
            
            (1,933,255
            )Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (326,913
            )
            
            (326,913
            )**Balance
                at June 30, 2004**
            
            
            6,837,904
            
            $
            15,883,711
            
            $
            -
            
            $
            22,500
            
            $
            (436,799
            )
            $
            (17,729,580
            )
            $
            (2,260,168
            )







































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





12




**Medical
      Technology and Innovations, Inc.**


**Consolidated
      Statements of Cash Flows**


**For
      the Years Ended June 30, 2004 and 2003**





2004
            
            2003**Cash
                flows from operating activities**Net
                loss
            
            $
            (326,913
            )
            $
            (1,338,133
            )Adjustments
                to reconcile net loss to net cash used in operating
                activitesDepreciation
                and amortization
            
            
            -
            
            
            35,496Loss
                on Agreement in Lieu of Foreclosure - Net of Cash Paid
            
            
            -
            
            
            495,528Stock
                issued for services
            
            
            -
            
            
            85,333Changes
                in assets and liabilitiesAccounts
                Receivable - net
            
            
            -
            
            
            (722,745
            )Inventories
            
            
            -
            
            
            11,034Other
                Current Assets
            
            
            -
            
            
            15,669Accounts
                Payable
            
            
            -
            
            
            127,189Other
                liabilities
            
            
            255,413
            
            
            601,522Accrued
                liabilities
            
            
            71,500
            
            
            553,597Net
                cash used in operating activities
            
            
            -
            
            
            (135,510
            )**Cash
                flows from investing activities:**Purchase
                of Intangible Assets
            
            
            -
            
            
            (31,960
            )Net
                cash used in investing activities
            
            
            -
            
            
            (31,960
            )**Cash
                flows from financing activities:**Principal
                payments on long-term debt
            
            
            -
            
            
            (15,000
            )Proceeds
                from long-term debt
            
            
            -
            
            
            179,128Net
                cash provided by financing activities
            
            
            -
            
            
            164,128Net
                decrease in cash
            
            
            -
            
            
            (3,342
            )Cash
                at beginning of year
            
            
            -
            
            
            3,342Cash
                at end of year
            
            $
            -
            
            $
            -Noncash
                investing and financing transactions:Conversion
                of liabilities into common stock
            
            $
            -
            
            $
            116,350Cash
                paid for interest
            
            $
            -
            
            $
            8,788












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


13





**Medical
      Technology and Innovations, Inc.**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended June 30, 2004 and 2003**





1.
            Summary
                of Significant Accounting
                Policies





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





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





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





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





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





On
      June
      30, 2005, the Company was awarded $15.6 million in the LensCrafters’ litigation.
      These funds were received July 27, 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
      business.





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





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





14


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





Advertising. Advertising costs are expensed as incurred.





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





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.





2.
            Long-Term
                Debt.Long-Term Debt consisted of the following at June 30, 2004 and
                2003:





2004
            
            200315%
                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
            
            $
            32,752
            
            $
            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
            
            
            67,248
            
            
            67,24810%
                note, principal and interest payable quarterly, unsecured
            
            
            100,000
            
            
            100,0003%
                note, due February 2005, principal and interest payable quarterly,
                unsecured
            
            
            25,000
            
            
            25,000Unsecured
                notes payable, due various dates, interest payable at various rates
                from
                0% to 10%
            
            
            160,000
            
            
            160,000Total
                Long-Term Debt
            
            $
            385,000
            
            $
            385,000Less:
                amounts due in one year
            
            
            (260,000
            )
            
            (260,000
            )Long-Term
                Debt, Net of Current Maturities
            
            $
            125,000
            
            $
            125,000





15





The
      amount of long-term debt maturing in each of the next five fiscal years is
      $260,000 in 2005 and $125,000 in 2006.





3.
            Lease
                Expense.The Company leases various office space under operating lease agreements.
                Rent expense for the fiscal years ended June 30, 2004 and 2003 amounted to
                $9,000 and $30,864 respectively. Future minimum annual rentals for
                subsequent fiscal years are as follows at June 30,
                2004:




Fiscal
            
            LeaseYear
            
            Payments2005
            
            9,0002006
            
            9,0002007
            
            4,500








4.
            Income
                Taxes.The Company did not incur any income tax expense for its fiscal years
                ending June 30, 2004 and 2003, respectively. As of June 30, 2004
                the
                Company has sustained in excess of $16.5 million in net operating
                losses
                (NOLs) for tax purposes. These NOLs began to expire in various amounts
                beginning in 2004 and will continue to expire through 2024. 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.
            Royalty
                Agreement.In
                accordance with the terms of the purchase agreement with Florida
                Medical
                Corporation, the Company and the former owner of Florida Medical
                Corporation agreed to share equally in the profits resulting from
                the
                Company’s thermometer sales to former Florida Medical customers.
                Accordingly, the Company has accrued $30,000 of royalty expense at
                June
                30, 2004 due to the former owner of Florida Medical
                Corporation.





6.
            Preferred
                Stock.The $1,000 par value convertible preferred stock is convertible into
                599
                shares of the Company’s common stock.





7.
            Stock
                Options Plans.In
                April 1996 the Company’s shareholders approved the 1996 Stock Option Plan,
                which allows the Board of Directors to grant up to 120,000 options.
                No
                options have been granted since fiscal 2000. All options have been
                fully
                vested since fiscal 2001. All options outstanding at June 30, 2004
                expire
                June 30, 2005.





The
      following is a summary of stock option transactions for the year ended June
      30,
      2004:





Weighted
              Avg.
                Exercise2004
            
            PriceOutstanding,
                beginning of year
            
            
            52,800
            
            $
            6.25Options
                granted
            
            
            -
            
            
            -Options
                exercised
            
            
            -
            
            
            -Options
                cancelled
            
            
            -
            
            
            6.25Outstanding,
                end of year
            
            
            52,800
            
            $
            6.25Exercisable,
                end of year
            
            
            52,800
            
            $
            6.25








16





8.
            Warrants.At
                June 30, 2004, the Company has warrants outstanding to purchase 50,000
                shares of its common stock in connection with various services provided
                to
                the Company. The strike price of the warrants is $.75 per share.
                The total
                warrants outstanding at June 30, 2004 expire on March 10,
                2005.





9.
            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.







During
      fiscal 2004, the Company accrued wages and other reimbursable expenses of
      $62,500 and $192,677, respectively, payable to the Company’s Chairman and Chief
      Executive Officer which is included on the Balance Sheet as of June 30,
      2004.





During
      fiscal 2003, the Company accrued wages and other reimbursable expenses of
      $48,675 and $260,348, respectively, payable to the Company’s Chairman and Chief
      Executive Officer which are included on the Balance Sheet as of June 30, 2004.








10.
            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, 2004 and 2003, the Company has accrued $1,720,043
                and $1,464,630, respectively, related to these contingent liabilities,
                which consist of $866,457 due to Florida Medical Industries and amounts
                due the Chairman and CEO.





11.
            Going
                Concern.The accompanying consolidated financial statements have been prepared
                assuming that the Company will continue with a going concern. The
                Company
                has suffered recurring losses from operations and has a net working
                capital deficit that raises substantial doubt about its ability to
                that
                the Company will continue as a going concern. The consolidated financial
                statements do not include any adjustments that might result from
                the
                outcome of this uncertainty.





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


17





12.
            Litigation
                Matters.On
                February 15, 2000, the Company filed a lawsuit in the Common Pleas
                court
                of Dauphin County, Pennsylvania, against LensCrafters, Inc. (LensCrafters)
                and its parent, Luxottica Group S.P.A. (Luxottica). The Company entered
                into a business relationship with LensCrafters to provide more than
                600 of
                its PhotoScreener devices for use in the retail facilities of
                LensCrafters. In a written agreement dated August 25, 1998, LensCrafters
                committed that it would conduct a national marketing campaign in
                excess of
                $5 million to promote vision screening through the PhotoScreener.
                The
                Company’s complaint provides that the Company delivered the PhotoScreeners
                to LensCrafters, but LensCrafters has failed to meet its promotional
                and
                marketing commitments. The Complaint asserts legal claims for breach
                of
                contract by LensCrafters, for misrepresentation and fraud by LensCrafters,
                and for intentional interference with contract by Luxottica. LensCrafters
                moved to refer the case to arbitration. The case was moved to the
                American
                Aribitration Association in Cincinnati, OH, where it was heard on
                March 8,
                2005. The American Arbitration Association ruled in favor of the
                Company
                and an award was made for $15.6 million in the fiscal year ended
                June 30,
                2005. These funds were received by the Company on July 25,
                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.





The
      Company is also a party to other pending legal proceedings in the ordinary
      course of their business. The Company does not expect these legal proceedings
      to
      have a material adverse effect on the Company’s financial condition











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





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








**Item
      8A. Controls and Procedures**





*Evaluation
      of Disclosure Controls and Procedures* .
      Jeremy
      Feakins, our Chief Executive Officer, and Jennifer Herman, our Chief Financial
      Officer, carried out an evaluation of the effectiveness of Medical Technology’s
      disclosure controls and procedures as of June 30, 2004. 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, 2004 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 2004 that has
      materially affected or is reasonably likely to materially affect Medical
      Technology’s internal control over financial reporting.








**Item
      8B. Other Information**





None.





**PART
      III.**





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





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





NAME
            POSITION
                WITH
            DATE
                ELECTED
            AGECOMPANY
            DIRECTORJeremy
                Feakins
            Director,
                Chief
            April
                1996
            53Executive
                OfficerMichael
                Ragan
            Executive
                Vice President,
            --
            47Technology
                & OperationsJennifer
                Herman
            Vice
                President - Finance
            --
            30Chief
                Financial Officer





BUSINESS
      EXPERIENCE





Mr.
      Feakins was
      originally elected to the Company’s board in April of 1996. Since 1989, he has
      served as President of Medical Technology, Inc. (MTI) and in October 1995,
      became the President and Chief Executive Officer of Medical Technology &
Innovations, Inc. In October 2004 Mr. Feakins founded Care Recruitment Solutions
      International, Inc., which was engaged in the business of international
      placement of nurses. Mr. Feakins served as Chief Executive Officer of Care
      Recruitment Solutions, Inc. and its successor, CRSI Group, Inc. until August
      2006, when it terminated its nurse placement operations. He continues to serve
      as a member of the Board of Directors of Caspian International Oil Corporation
      (Pink Sheets: CIOC), which is the successor to CRSI Group, Inc. From 2002 until
      2004 Mr. Feakins was also employed as a Managing Member of Steridyne Industries,
      LLC., an importer of medical devices. Steridyne filed for a Chapter 7
      liquidation in bankruptcy in December 2004 after Hurricanes Francis and Charley
      damaged Steridyne’s warehouse in Florida and destroyed its inventory. Since
      1995, Mr. Feakins has also served as Chairman of International Investment
      Partners, Ltd. (Dublin, Ireland), a venture capital and management consulting
      firm. From 1980 to 1986, he was the managing Director of Craft Master, Limited,
      a South African corporation, which was a manufacturer and exporter of point
      of
      purchase display systems. Mr. Feakins received his degree in accounting and
      computer studies from the Royal Naval Secretarial and Accounting College,
      Chatham, Great Britain.





19





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





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





**Audit
      Committee; Compensation Committee**





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




**Code
      of Ethics**





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








COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT





Section
      16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and
      directors, and persons who own more than ten percent of its Common Stock, to
      file reports of ownership and changes of ownership with the Securities and
      Exchange Commission (SEC). Officers, directors, and greater than ten percent
      stockholders are required by SEC regulation to furnish the Company with copies
      of all ownership forms they file. No officer, director or 10 percent stockholder
      failed to file a report required by Section 16(a) during the year ended June
      30,
      2002.





**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, 2004, 2003 and 2002.





Name
                and
              Principal
                Position (1)
            Fiscal
                Year
            Annual
                Compensation
                Salary
            All
                Other
              CompensationJ.
                Feakins,
            2004
            $     
                62,500
            -Chief
                Executive Officer
            2003
            $     
                46,8752002
            $    108,000
            118,500




20


**AGGREGATED
      OPTION EXERCISES IN**


**THE
      FISCAL YEAR ENDED JUNE 30, 2004**


**AND
      FISCAL YEAR END OPTION VALUES**





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




**Item
      11. Security Ownership of Certain Beneficial Owners and
      Management**





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








**AMOUNT
                AND NATURE****OF
                BENEFICIAL**
            **PERCENT
                OF****NAME**
            **OWNERSHIP**
            **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 2004, the Company accrued wages and other reimbursable expenses of
      $62,500 and $192,677, respectively, payable to the Company’s Chairman and Chief
      Executive Officer which is included on the Balance Sheet as of June 30,
      2004.





During
      fiscal 2003, the Company accrued wages and other reimbursable expenses of
      $48,675 and $260,348, respectively, payable to the Company’s Chairman and Chief
      Executive Officer which are included on the Balance Sheet as of June 30, 2004.





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


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]





16.1
      Letter from Simon Lever and Company on change in certifying accountant.





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 $7,500 to the Company for
      professional services rendered for the audit of our fiscal 2004 financial
      statements and the review of the financial statements included in our fiscal
      2004 10-QSB filings.





*Audit-Related
      Fees*





Stegman
      & Company billed $0 to the Company during fiscal 2004 for assurance and
      related services that are reasonably related to the performance of the 2004
      audit.





*Tax
      Fees*





Stegman
      & Company billed $0 to the Company during fiscal 2004 for professional
      services rendered for tax compliance, tax advice and tax planning.





*All
      Other Fees*





Stegman
      & Company billed $0 to the Company in fiscal 2004 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.





**AND**





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